Reed Smith LLP

On June 21, 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair, Inc., in which it held that physical presence is not required in order to require a remote seller to collect sales tax. The decision explicitly overrules the Court’s long-standing precedent in Quill v. North Dakota and National Bellas Hess, Inc. v. Department of Revenue, which provided that physical presence was required to create sales tax nexus.

While the Court’s decision found that the physical presence standard was unsound and incorrect, it did not set a threshold for sales tax nexus generally and declined to specify what restrictions the dormant Commerce Clause imposes on state sales tax collection obligations. These questions of law are likely to spark significant controversy and litigation across the country. Reed Smith plans to address these questions in an upcoming webinar.

The U.S. Clarifying Lawful Overseas Use of Data (CLOUD) Act has the potential to create conflicting obligations for companies that must comply with the European Union’s General Data Protection Regulation (GDPR). The CLOUD Act allows governments to compel U.S.-based providers of electronic communications services and remote computing services (Providers), to store and produce electronic communications held anywhere in the world. Because data controllers and processors owe a heightened duty to their customers under GDPR, a Provider that complies with a CLOUD Act request potentially exposes itself and the EU companies that utilize its services to liability.

Although it has yet to be seen how regulators will enforce these laws where there is a conflict, a company faced with a request to produce data under the CLOUD Act may have to exercise its lawful rights to transfer that data under Articles 44-49 or perhaps seek to quash the request altogether. Ultimately, it is imperative that businesses understand their obligations under each regulation, and that they act with those obligations, and the potentially steep fines that accompany noncompliance, in mind.

The Stamp Duties (Agreements for Sale of Equity Interests) (Remission) Rules 2018 (the Remission Rules) came into effect in Singapore on 11 April 2018. They reverse a number of prior amendments to the Stamp Duties Act (Cap. 312)(the Stamp Duties Act) relating to the payment of stamp duty, which were made on 11 March 2017 (the 2017 Amendments), giving clarification to the intended changes to the Stamp Duties Act. The 2017 Amendments provided that, when a transfer of shares took place, stamp duty would be payable upon the signing of the agreement rather than at completion of the transaction. This caused concern and confusion for investors. Therefore, the reversion to the payment of stamp duty upon completion of a transfer of shares (unless certain exceptions apply) is seen as a welcome development.