The Pinel Law (Law No. 2014-626 of June 18, 2014) makes mandatory to include within commercial lease agreements a specific inventory regarding taxes, fees, royalties and charges, as well as to clearly determine their allocation between the Lessor and the Lessee, thus putting an end to the contractual freedom of former commercial leases (New Article L.
Client Alert | November 12, 2014
On September 22, 2014, the Second Appellate District of the California Court of Appeal issued an opinion affirming a lower court's decision to impose a California documentary transfer tax (DTT) on the transfer of interests in a legal entity that owned real property indirectly through another legal entity, concluding that a change in ownership of the legal entity that resulted in a change in ownership of the real property for property tax purposes was a taxable event under the Documentary Transfer Tax Act (DTTA).The opinion in 926 North Ardmore Ave., LLC v. County of Los Angeles describes a series of transactions involving, over time, the transfer of an apartment building by a trust (Trust) to a wholly owned limited liability company (Ardmore), a transfer by the Trust of its interest in Ard
Client Alert | October 30, 2014
Orange County of counsel James Sabovich and associate Joseph Edmonds are authors of "The Scarlet Letter Of Self-Stigmatized Property" [PDF] published in the October 23, 2014 issue of Law360.
Client Alert | October 23, 2014
The Luxembourg and French Ministry of Finance signed on September 5, 2014, a fourth amendment to the tax treaty between France and Luxembourg. The amendment, which has been released this morning, gives the State where real estate assets are located the right to tax capital gains on the sale of shares in real estate property companies if the real estate assets are held indirectly by individuals or enterprises of the other State. The purpose of the amendment is to expand France’s right to tax capital gains from the indirect sale of French real estate. Under the current treaty, capital gains from the sale of shares in a French or Luxembourg company holding French real estate are not taxable in France under the treaty, even if those share gains can also benefit fro
Client Alert | September 8, 2014
Les Ministres de l’Economie français et luxembourgeois ont signé un quatrième avenant à la convention fiscale entre la France et le Luxembourg le 5 Septembre 2014. En résumé, l’avenant attribue à l’Etat dans lequel les biens immobiliers sont situés le droit d’imposer les plus-values issues de la vente d’actions ou de parts sociales de sociétés à prépondérance immobilière. Actuellement et sauf cas particulier, ces plus-values ne sont généralement pas imposables en France, tout en pouvant bénéficier sous conditions d’exonérations au Luxembourg en application du droit interne luxembourgeois.A compter de l’entrée en vigueur de l’avenant, la France aura le droit d’imposer les plus-values résultant de l’aliénation (vente, échange, apport
Client Alert | September 8, 2014
While the first year of President Hollande's mandate has been focused on societal reforms (same-sex marriage, immigration, justice, reform of school timetables), his New Year's Address confirmed that the Government's efforts should concentrate on employment and growth for 2014. Pledges to cut public spending, reduce labor costs for businesses and lower taxes have been made.The current Administration is trying to place greater emphasis on social negotiation, which has been the case notably with the "responsibility pact" for business, entered into with French employers' associations. At the same time, faced with the duty to deal with certain controversial public debates, the French Administration has been pressed, in certain circumstances, to take urgent legislation (as
Client Alert | July 22, 2014
Der Newsletter stellt Ihnen aktuelle Entscheidungen aus dem Immobilienrecht und Immobiliensteuerrecht vor und erläutert deren Auswirkungen auf die Praxis.The newsletter introduces new decisions in the Real Estate Practice and in Real Estate Tax Law and explains the practical implications.______________________________© 2014 Gibson, Dunn & Crutcher LLP Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.
Client Alert | July 22, 2014
Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.
Client Alert | January 15, 2014
Background Article 13 of the Alternative Investment Fund Managers Directive (2011/61/EU) (the "Directive") imposes restrictions on the amount and the form of remuneration that an alternative investment fund manager ("AIFM"), within the scope of the Directive, can pay to its staff.
Client Alert | September 26, 2013
On August 23, 2013, the Occupational Safety and Health Administration ("OSHA") proposed two rules meant to limit employees' exposure to respirable crystalline silica: a potentially harmful substance that is released into the air when workers cut silica-containing materials like concrete or rock, such as in hydraulic fracturing ("fracking") and in many other operations. Crystalline silica is abundant in workplaces across America.
Client Alert | August 28, 2013
On July 24, 2013, the First Circuit held in Sun Capital Partners III LP v. New England Teamsters & Trucking Indus. Pension Fund that a private equity fund can be jointly and severally liable in certain circumstances for pension liabilities incurred by its portfolio companies.
Client Alert | August 2, 2013
Seit dem 7. Juni 2013 sind sog. "RETT-Blocker" Strukturen zur Vermeidung von Grunderwerbsteuer bei dem Erwerb von immobilienhaltenden Kapital- und Personengesellschaften nicht mehr möglich.
Client Alert | July 22, 2013
The deadline for the implementation of the European Union Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") into German law expires on July 22, 2013.
Client Alert | July 22, 2013
On April 10, 2013, the Obama Administration released the General Explanations of the Administration's Fiscal Year 2014 Revenue Proposals, commonly known as the "Green Book," including various proposals relating to taxation. One such proposal would facilitate investment by foreign pension funds in U.S.
Client Alert | May 22, 2013
On February 28, 2013, the Versailles Court of Appeals adopted two new Safeguard Plans for CMBS borrower, Heart of la Défense SAS (HOLD), and its Luxembourg parent company, Dame Luxembourg SARL (Dame).
Client Alert | March 7, 2013
Paris partner Jérôme Delaurière is the author of “Expatriation vers la Suisse: la France durcit le ton” [PDF] published in the January 14, 2013 issue of Option Finance.
Client Alert | January 14, 2013
In retrospect, 2012 likely will be remembered as another year of manifold challenges in the Eurozone and of slow consolidation rather than one of fundamental reform or renaissance.
Client Alert | January 10, 2013
On March 21, 2012, the UK Government expressed its intention to ensure that individuals and companies pay a "fair share" of tax on residential property transactions and to tackle avoidance by (a) increasing Stamp Duty Land Tax, (b) proposing an annual fee for the right to own residential property through certain entities, and (c) extending capital gains taxes to the sale of residential property owned by certain entities. Once the shape of proposed legislation becomes more clear, affected clients will be strongly recommended to consider restructuring the ownership of their UK residential property.The following package of measures was announced by the Government in their 2012 Budget: 1. Stamp Duty Land Tax (SDLT) -- new 7% rate on homes over £2 million
Client Alert | March 30, 2012
On March 15, 2012, new regulations implementing Title III of the Americans with Disabilities Act ("ADA") took effect, imposing significant new obligations on public accommodations, including inns, motels, hotels, and other "places of lodging" such as rental units in vacation communities and timeshares. See 28 C.F.R.
Client Alert | March 28, 2012
***FOR 2014 UPDATE, please see "Renegotiation of the France and Luxembourg Tax Treaty: Taxation of Real Estate Capital Gains Now Expanded by Way of a September 5, 2014 Amendment to the Treaty" (Gibson Dunn update, September 8, 2014). __________________________________The French tax authorities have announced their decision to renegotiate the France-Luxembourg tax treaty.
Client Alert | February 7, 2012
On January 19, 2012, the Versailles' Court of Appeals confirmed that CMBS borrower, Heart of la Défense SAS (Hold), and its Luxembourg parent company, Dame Luxembourg Sarl (Dame), were entitled to Court protection in France under Safeguard Proceedings (sauvegarde).
Client Alert | February 1, 2012
While the members of the Eurozone are still struggling to find an adequate answer to the sovereign debt crisis and the stock markets are on a roller-coaster ride, the German economy is still doing remarkably well and continues to attract foreign investors from all over the world, notably China. At the same time, German lawmakers have not remained idle and have enacted a long-expected reform of the insolvency laws to facilitate corporate restructuring and debt-equity swaps.
Client Alert | January 10, 2012
Los Angeles partner Mark Pécheck and associate Kelsey Lestor are the authors of "The ABCs of California Foreclosure Law" [PDF] published in the January 2012 issue of Los Angeles Lawyer.
Client Alert | January 1, 2012
On Tuesday, October 11, 2011, the Federal Reserve Board ("Fed") and the Office of the Comptroller of the Currency ("OCC") released for public comment and the Federal Deposit Insurance Corporation (the "FDIC") met in open session and unanimously approved and released proposed rules implementing the Volcker Rule, Section 619 of the Dodd-Frank Consumer Protection Act of 2010 ("Dodd-Frank"). The Securities and Exchange Commission ("SEC") voted unanimously to approve the proposed rule on Wednesday, October 12.
Client Alert | October 12, 2011
During the course of the ongoing debates on the Finance Bill for 2011, the French Senate has recently adopted a new provision, resulting from two amendments adopted on November 18 and 19, 2010 respectively, which significantly extends the scope of the French thin capitalization rules. The new provision is presented as an anti-abuse provision with a view to preventing companies of the same group from circumventing the thin capitalization rules by securing bank loans via guarantees provided by a related company of the group.
Client Alert | December 7, 2010
This alert covers the Dodd-Frank Wall Street Reform and Consumer Protection Act and its "Volcker Rule" provisions, prior to its passage in 2010.
Client Alert | July 12, 2010
Munich partner Hans Martin Schmid is the author of "Tauschgeschäfte bei Immobiliengesellschaften (Debt/Equity Swaps with Real Estate Holding Companies" [PDF] published in the July 8, 2010 issue of Immobilienmanager.
Client Alert | July 7, 2010
The American Jobs and Closing Tax Loopholes Act of 2010 (the "Bill") was passed by the House on May 28, 2010, and includes a provision that generally will tax a portion of the income and gains associated with "carried interests" as ordinary income. While the carried interest provisions of the Bill are substantially similar to legislation proposed last year, there are several important differences. The Senate is expected to take up the Bill during the week of June 7, after the Memorial Day recess.
Client Alert | May 28, 2010
The continuing saga of the Alternative Investment Fund Managers Directive (the Directive) of the European Union is causing heartburn throughout the world's financial capitals.
Client Alert | May 19, 2010
After three and one-half years of litigation and an 18-day bench trial in San Francisco Superior Court, defendants Baker Capital, a private equity firm that invests in growth companies, and its related investment funds ("Baker"), achieved a complete victory against plaintiffs, former controlling stockholders, officers and directors of an internet retailer named Wine.com, Inc.
Client Alert | May 3, 2010
Die Zwangsvollstreckungsunterwerfung in das Grundstück ist bei Veräußerung einer Grundschuld übertragbar, wenn der Gläubiger in die Sicherungsvereinbarung eintritt und das durch öffentliche oder öffentlich beglaubigte Urkunde erfolgt.
Client Alert | April 14, 2010
Last week, the California Supreme Court handed down its decision in Steiner v. Thexton, ruling that a purported real property purchase contract was instead an irrevocable option and remanding the case to the trial court for further proceedings.
Client Alert | March 25, 2010
Gibson Dunn is closely tracking government responses to the recent turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | March 17, 2010
On February 1, 2010, the Obama Administration released the fiscal year 2011 Budget of the United States. This update summarizes the principal tax provisions identified in the Budget. The prospects for passage of these proposals is uncertain and depends in large part on the priorities of Congress and the Administration and the need for specific revenue offsets. Moreover, the inclusion of a proposal in the Budget does not necessarily provide a clear path to enactment. We invite your questions about specific details of these and any other tax-related provisions of the Budget.
Client Alert | February 3, 2010
On January 15, 2010, the Third Circuit Court of Appeals issued a decision affecting the approval of break-up fees in connection with Section 363 bankruptcy sales.
Client Alert | January 27, 2010
A recent court judgment passed by the District Court (Landgericht) Frankfurt in October 2009 may signal the end of a long-since established German corporate and financing practice, the notarization of limited liability company share transfers or share pledges in Switzerland.
Client Alert | January 12, 2010
United States Bankruptcy Judge Allan L. Gropper has approved the Joint Plan of Reorganization (the "Plan") filed by General Growth Properties, Inc. and certain affiliated debtors (collectively, "GGP") to restructure approximately $11.6 billion in mortgage loans on 110 retail and office properties.
Client Alert | January 4, 2010
Gibson, Dunn & Crutcher is closely tracking key legislative matters as the first session of the 111th Congress draws to a close. This update focuses on H.R.
Client Alert | December 8, 2009
Recognizing that "financial institutions face significant challenges when working with commercial real estate ("CRE") borrowers that are experiencing diminished operating cash flows, depreciated collateral values, or prolonged sales and rental absorption rates," recently, members of the Federal Financial Institutions Examination Council ("FFIEC") (collectively, the "Regulators") adopted a new policy (the "Policy") that advocates the prudent workout of CRE loans. The purpose of the Policy is threefold--(1) to promote consistency among examiners responsible for evaluating financial institutions' efforts to renew or restructure loans; (2) to enhance the transparency of CRE workout transactions; and (3) to ensure that supervisory po
Client Alert | December 7, 2009
Orange County partner Teresa J. Farrell and associate J.R. Sechrist are the authors of "Is There a Receiver in Your Life?" [PDF] publihsed in the December 2009 issue of Orange County Business Journal.
Client Alert | December 2, 2009
New York partners Andrew Lance, Romina Weiss and associate Daniel A. Wasserman are the authors of "Federal Relief of Distressed Commercial Market" [PDF] published in the November 23, 2009 issue of the New York Law Journal: Real Estate Law & Practice.
Client Alert | November 23, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | October 22, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | October 15, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | September 17, 2009
On September 16, 2009, the Internal Revenue Service released final regulations governing the U.S. federal income tax treatment of collateralized mortgaged-backed securities ("CMBS") held in a real estate mortgage investment conduit ("REMIC") vehicle.
Client Alert | September 17, 2009
Gibson, Dunn & Crutcher LLP is closely monitoring developments arising from the recent ruling in the Chapter 11 case of General Growth Properties, Inc.
Client Alert | September 4, 2009
In a decision published July 22, 2009, a California Appellate Court held that rent restrictions for newly constructed housing were preempted by the Costa-Hawkins Rental Housing Act (Costa-Hawkins), California Civil Code Section 1954.50 et seq., finding that limitations on initial rents were "hostile and inimical" to a residential landlord's right under Costa-Hawkins. Palmer/Sixth Street Properties v. City of Los Angeles, No.
Client Alert | July 24, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | July 15, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.
Client Alert | June 17, 2009
Recent reports suggest at least one-third of California's 267,000 foreclosure sales in 2008 were foreclosures of rental units. Generally a mortgage lien which is first in time takes priority over the encumbrance of a lease which was entered into after the mortgage lien was created. As a result, the purchaser of a foreclosed property may generally terminate the subordinate leases on the property and evict its tenants.
Client Alert | May 19, 2009