Armor Holdings, Inc., recently resolved allegations that it violated both the anti-bribery and accounting provisions of the Foreign Corrupt Practices Act. Because of Armor’s extensive cooperation with the government, it was able to obtain a non-prosecution agreement from the Department of Justice and a settlement from the Securities and Exchange Commission ...
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules implementing new exemptions from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) ...
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) ...
As the general counsel of a company, you are busy working one day and the CEO walks into your office and says, "In the board meeting this morning, one of our directors asked me if a special committee was needed for a new issue that has come up. How do we know when a special committee is needed?" The following summary can be used as a starting point in determining your answer ...
On April 4, 2011, the Honourable Benoît Morin, speaking for the Court of Appeal, with Justices Michel Robert and Jacques A. Léger concurring, issued a judgment co nfirming the decision of the Superior Court rendered on April 22, 2009 by the Honourable Jean-Yves Lalonde. The case arose out of the bankruptcy of Stonehaven Country Club Resort & Spa L.P. (“Stonehaven”)(1) ; the Court had to rule on the validity of Investissement Québec’s claim against the bankrupt co mpany ...
WellPoint, Inc. recently reached a settlement with the Indiana Attorney General following its failure to disclose a security breach involving consumers’ personal information. WellPoint is the latest in a string of companies that have run afoul of the evolving disclosure rules which may be triggered when a company’s data is hacked or otherwise accessed without authorization ...
On July 7, 2011, the Federal Trade Commission (“FTC”) announced that it had finalized changes proposed in August 2010 to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “Agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt ...
In conjunction with the Bribery Act 2010 coming into force on 1 July 2011 the Scottish Crown Office has now issued Guidance confirming that it will trial (up to 30 June 2012) a self-reporting mechanism for business in relation to incidents of corruption. In broad terms, the initiative allows companies to self-report incidents of bribery to the authorities with the possibility of obtaining leniency in terms of penalties ...
On June 22, 2011, the Securities and Exchange Commission (“SEC”) adopted a final rule defining “family offices” that will be excluded from the definition of “investment adviser” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and thus exempt from registration. Background Family offices are entities established by wealthy families to manage the wealth of, direct the investments of and provide various other services to family members ...
Asters Law Associates Oles Kvyat and Oleksandr Mozheiko talk today about the terms and procedures of the Initial Public Offering on the Ukrainian Stock Exchange The Ukrainian market grows in line with global markets. When global markets decline, the Ukrainian equity market suffers correction as well. The recent financial turmoil experienced by the world in 2009 - 2010 adversely affected the Ukrainian equity market ...
On April 28, 2011, the Mexican Senate approved a draft of “Federal Law on the Prevention and Identification of Operations from Illicit Sources” (the “Law”), which has since then been referred to the Mexican Chamber of Representatives for consideration. This initiative is intended to implement a system to combat organized crime by preventing the financing of its activities through money laundering ...
The Ministerial Decree of the Italian Minister for the Economic Development dated May 11, 2011 (the “Decree”) has at long last implemented in Italy the administrative procedure for opposition against Italian and International trademark applications ...
OVERVIEW OF GOVERNANCE REGIME In Ukraine the primary law making body is the Ukrainian Parliament (‘the Parliament’). The power to make laws may be delegated to lower governments or specific bodies of Ukraine but only for prescribed purposes. The State Stock Market Securities Commission of Ukraine (‘the SSMSC’) is the regulator for the securities market ...
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that are designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) ...
Chinese authorities may soon make another significant step in China’s shift from being the global manufacturing hub to becoming the world’s biggest consumers market. During a press conference held in Beijing last 15 June, Yao Jian, the spokesperson of China’s Ministry of Commerce (MOFCOM) announced the upcoming reduction of import duties on luxury goods ...
Did you shop for your last car insurance policy on the Web?If you did, you are part of the growing number of people who now shop for their insurance online.Online insurance sales are a rapidly growing phenomenon: publicity is omnipresent ...
Since the mid-1620s when the Dutch settled in Manhattan, New York City has been a diverse, multicultural, international center for trade, commerce and finance. As a result of the role New York has played in the global community for more than three centuries, parties often select, and specify, the law of New York as the governing law in their agreements. Its rationality, consistency and stability provide an invaluable foundation for legal and business relationships the world over ...
The position of Corporate Secretary has evolved over the years. For some organizations, gone are the days when the Corporate Secretary was a mere corporate record custodian, certifier of corporate organizational facts and note-taker. Bylaws, board mandates, shareholder agreements and other governance documents, not to mention job descriptions, may or may not fully describe the expectations that now often go with the role. This article examines the role of the Corporate Secretary ...
Contents * Foreign Reporting: a Costly Oversight, * The Act Respecting the Legal Publicity of Enterprises and Limited Partnerships: We Win, We Lose… Maybe! * What Should You Do When Tax Authorities Pay a Visit to Your Client? * Beware of Hybrid Sales Transactions Involving Assets and Shares! FOREIGN REPORTING: A COSTLY OVERSIGHT Pascale Blanchet [email protected] Luc Pariseau lpariseau@lavery ...
As the general counsel of a public company, you are busy working one day and the CEO walks into your office and says, “I’ve been thinking that I would like to make a proposal to take this company private. I need your advice on how to get started.” The following points should be considered to help make the process easier ...
By Daniel Gold and Tracy G. Smith1 In an opinion issued June 13, 2011, Janus Capital Group, Inc. v. First Derivative Traders, 564 U.S. __ (2011), the Supreme Court declined to adopt a broad interpretation of who can be considered to have “made” a statement under the federal securities laws ...
On May 4, 2011, an important Bill was presented by the Minister for Finance, Mr. Alain Paquet. The effect of Bill 7, entitled An Act to amend various legislative provisions concerning the financial sector, is, among other things, to amend section 115 of the Act respecting the distribution of financial products and services (“ARDFPS”) and to add sections 115.1 to 115.9 ARDFPS ...
As of 1 January 2012, shareholders of listed companies will obtain more rights as aconsequence of the transposition of the EU Shareholders’ Rights Directive intoBelgian federal law. However, unlike the Directive, the new Belgian Act alsoallows non-listed companies, mainly on an optional basis, to apply theShareholders’ Rights Act. On 20 December 2010, the Shareholders’ Rights Act was ratified ...
In a unanimous opinion issued yesterday in Erica P. John Fund, Inc. v. Halliburton Co., 563 U.S. __ (2011), a securities class fraud action, the Supreme Court held that class certification had been improperly denied by the Fifth Circuit based on the absence of “loss causation.” The Court’s holding rejected Fifth Circuit case law dating back to 2007, which had required securities fraud plaintiffs to prove loss causation in order to obtain certification of a class ...
