With U.S. corporate tax rates among the highest in the world, U.S.-based companies with international operations regularly look for structuring opportunities to reduce the exposure of their overseas earnings to U.S. taxes. http://www.kirkland.com/files/MA_Update/041014.pdf

On Wednesday, April 9, 2014, the U.S. Senate confirmed Terrell McSweeny as a Commissioner of the Federal Trade Commission (FTC). The Senate vote, 95-to-1, reflects broad bipartisan support for Commissioner McSweeny’s nomination. With the addition of Commissioner McSweeny, a Democrat, the FTC will operate with the full complement of five Commissioners.

The U.S. Court of Appeals for the 1st Circuit (Maine, Massachusetts, New Hampshire and Puerto Rico) on 24 July 2013 ruled that Sun Capital Partners was jointly liable with one of its portfolio companies for a $4.5 million withdrawal liability from a multi-employer pension plan

On March 19, 2014, the U.S. Court of Appeals for the Seventh Circuit ruled that pre- and post-petition cash transfers from investment management firm Sentinel Management Group, Inc. (“Sentinel”) to futures commission merchant FCStone, LLC (“FCStone”) are protected from avoidance, while recognizing that the illegal actions of Sentinel’s managers makes this case unprecedented.

No New Deadlines, Requirements Met or Requirements Proposed. No rule making requirements were due in March and no new rules were adopted or proposed to meet rule making requirements.

Following the recent imposition of new U.S. economic sanctions, U.S. companies operating in or otherwise engaging in business or other dealings with, in, involving, or relating to Russia or Ukraine should ensure that such activities do not involve or otherwise relate to parties designated under the new sanctions.

The Office of the Superintendent of Financial Institutions (OSFI) has issued a notice dated March 5, 2014, directing banks, trust companies, insurers and other federally regulated financial institutions (FRFIs) to immediately freeze assets of the former Ukranian president, Viktor Yanukovych, and his close associates and to refrain from having any dealings with these individuals.

The United States Court of Appeals for the First Circuit (the “Circuit Court”) recently held, in Sun Capital Partners III LP v. New England Teamsters & Trucking Industry Pension Fund, 1 that a private equity fund was a “trade or business” under the controlled group rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, as a result, could be held jointly and severally liable for the pension obligations of a bankrupt portfolio company.

Adjusting to the “new reality”, many companies have focused on all aspects of their balance sheets to improve performance for stakeholders.

In this Report: In the past month, no rulemaking requirement deadlines passed, no rulemaking requirements were proposed, and one rule was finalized that meets four rulemaking requirements. As of March 3, 2014, a total of 280 Dodd-Frank rulemaking requirement deadlines have passed.