The tightening of the credit market in Australia has led a significant number of companies to explore raising further capital by issuing additional equity to new or existing holders. Unlike taking on additional debt, the issue of new equity by a company can result in a change of control. Where the company is listed on the Australian Securities Exchange (ASX), this may give rise to various issues under both the Corporations Act and the ASX Listing Rules ...
Schemes of arrangement continue to be a popular method of structuring friendly takeovers. Schemes are also a conventional mechanism for accomplishing internal reconstructions such as demergers, demutualisations and changing the principal listing or jurisdiction of incorporation of a company (so-called 're-domicile' schemes). Given the prevalence of schemes in the Australian market, it is timely to consider the impact of recent reforms proposed for schemes ...
Investments or acquisitions in convertible notes and options are now subject to the same approval requirements as investments or acquisitions in shares. The monetary thresholds applicable to private business investment have been raised with effect as of 1 January 2010 to total assets of the investee of A$231m and, for U.S. investors, A$1004m ...
The March 4, 2010 Federal Budget introduced some targeted measures of interest to companies in the technology industry, as well as private equity and venture capital funds investing in technology companies ...
Canada’s new regime for addressing criminal cartels is now in force. The Federal Government introduced the most sweeping changes to the Competition Act in 25 years in March of 2009. One of the most significant amendments made was to the conspiracy law provisions. The introduction of the new conspiracy enforcement regime was delayed one year, to March 12, 2010, and is now in effect ...
The recent case of Mervyn’s LLC v. Lubert-Adler Group IV, LLC, et al. (In re Mervyn’s Holdings, LLC),1 serves as a warning to sellers and equity firms participating in leveraged buyouts to be wary of the effect such buyouts will have on creditors of the target company ...
The EPA said Monday that it will begin regulating greenhouse gas emissions no earlier than January 2, 2011. The EPA announcement came in its March 29, 2010 decision regarding reconsideration of the December 18, 2008 memorandum from then EPA Administrator Stephen Johnson (“the Johnson Memorandum”) that addressed when air pollutants become regulated pollutants under the federal Clean Air Act (“the Act”) ...
The National Labor Relations Board (“NLRB”) is finally moving towards its full complement of five members. On March 27, 2010, President Barack Obama made two recess appointments (a procedure not requiring legislative approval), increasing the NLRB’s membership from the two that have been serving the past couple of years to four members. The appointments still leave the NLRB one member short; however, three members constitute a quorum that can unquestionably decide cases before the Board ...
Over the last several years, the environmental agencies have increased their focus on air quality issues associated with oil and gas production activities. For example, EPA withdrew its memorandum that limited the extent to which production facilities could be combined with processing facilities for evaluation of federal air permitting requirements. On March 23, 2010, both EPA and the TCEQ announced new proposals that would increase air quality regulation of the oil and gas industry ...
On March 22, 2010, the Third Circuit released its long-awaited ruling in the Philadelphia Newspapers case regarding the applicability of credit bidding. In Philadelphia Newspapers, the proposed plan of reorganization provided for a sale of assets free of the liens of the secured creditors without allowing the secured creditors to credit bid on the assets ...
On 28 December 2009 the Indonesian Ministry of Law and Human Rights issued a letter (the “MOLHR Letter”) in which the Ministry clarified that in their view, at least until the implementing regulations have been issued, contracts in the English language only should continue to be valid and not void or voidable and that the implementing regulations for Law No. 24/2009, when issued, will not be retroactive ...
Presidential Regulation on Investment Applications within the Framework of Integrated one Door Services (“PR 27/2009”) was issued on 23 June 2009 to simplify investment procedures by creating a one-door-integrated-services system.To further implement PR 27/2009, in late December 2009, the Indonesian Investment Coordinating Board (“BKPM”) enacted 4 BKPM regulations: a. Regulation No ...
In Brazil the payment of profit sharing is regulated by Law # 10101/2000 (“Profit Sharing Law”), which sets the terms and conditions that the company’s plans have to meet in order to have such payments excluded from the basis of calculation of the mandatory labor benefits (vacation bonus, 13th salary, etc.) and the social security contributions ...
The current economic climate has led to a dramatic increase in bank failures over the past few years. In 2009 alone, 140 banks failed, compared to 26 bank failures in 2008 and only 3 bank failures in 2007. The Federal Deposit Insurance Corporation (the “FDIC”) recently announced that it has 702 banks on its “Problem List” as of December 31, 2009, up 27 percent from 552 banks on September 30, 2009 ...
The Department of Labor issued new model notices that reflect the most recent extension of the COBRA subsidy, which covers involuntary terminations that occur through March 31, 2010. The following updated model notices are available here ...
A new wrinkle in the Lehman Brothers bankruptcy cases emerged recently when a U.S. bankruptcy judge issued an opinion directly at odds with the decisions previously rendered by certain English courts regarding priority of payment provisions (the “Priority Provisions”) with respect to collateral under the “Dante Program ...
by Dr. Martin Imhof The District Court of Frankfurt has recently issued a crucial decision in which the court casted reasonable doubt on the effectiveness of the notarization of an assignment or a pledging of shares in a German limited liability company (GmbH) by a Swiss notary ...
CONTENTS *Major Reform to Quebec Corporate Law *Contesting Property Assessment *Basic Notions About Foreign Workers or Business Immigration 101 On October 7, 2009, the Minister of Finance of Quebec tabled Bill 63 entitled the Business Corporations Act (the “Bill”). The Bill was assented to on December 4, 2009 by the National Assembly and will come into force some time in 2011 ...
Once again, Congress has extended the period during which an individual must be involuntarily terminated (as defined for purposes of the COBRA subsidy, an “Invol Term”) to be eligible for the COBRA subsidy. Invol Terms occurring through March 31, 2010 will be eligible for the COBRA subsidy. This change is effective retroactively, so that those persons with an Invol Term on March 1, 2010 are still eligible for the COBRA Subsidy ...
Academics are often called to give evidence as expert witnesses and use the name of their employer institution in doing so. Indeed, an association with a well-known tertiary institution is often a drawcard when selecting an expert witness. As the discussion below demonstrates, an expert's role is not necessarily straightforward ...
Dear Sirs, We would like to draw your attention to the fact that the Ministry for Economic Development of the Russian Federation has drafted the Federal law “On amending the Civil Ñode of the Russian Federation, the Federal law “On joint stock companies” and some other legal acts of the Russian Federation” (hereafter – “the Draft law”) ...
The Texas Business Organizations Code (the “TBOC”) – enacted in 2003 and generally effective January 1, 2006 – combined the laws found in a number of Texas statutes (including the Texas Non-Profit Corporation Act and the Texas Unincorporated Non-Profit Association Act), standardized filing requirements and fees for Texas entities, made other substantive changes, and implemented new terminology ...
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The decision by an employer to off er a pension plan to its employees is an important one. Various types of pension plans may be off ered, and the financial risk of the employer depends on the type of plan chosen.While unions and employees generally prefer defined benefit pension plans,(1) employers are now very reluctant to implement such plans because of the financial liability they entail ...
By Armen Khachaturyan, Senior Partner and Iryna Pokanay, Partner at Asters2009 was a difficult year for Ukrainian capital markets. The Global Recession badly affected the real sector of Ukrainian economy and practically froze activities on raising debt or equity capital. The doors of international debt and equity capital markets remained closed for Ukrainian borrowers throughout the year. Raising debt on the domestic market proved to be not less difficult ...
