You are the general counsel of a public company, and the company’s board has determined that it is in the best interests of the company’s stockholders to examine and explore all strategic alternatives to increase stockholder value, including a sale of the business ...
The new Jumpstart Our Business Startups Act (the “JOBS Act”), signed into law on April 5, 2012, contains a number of substantial revisions to U.S ...
Until recently, individuals considering cooperating with an SEC investigation had a difficult time determining whether a tangible benefit would result from cooperation. Two releases issued by the SEC in the past month demonstrate how the SEC has begun to apply its Cooperation Initiative and give new insight into how the SEC evaluates and credits cooperation in determining sanctions against individuals ...
Consumer Law and the Consumer Protections Act (THE “CPA”) are aimed first and foremost at economic activities in the retail sales sector, spending in this sector represents more than 65% of spending in the province ...
In response to a court order, EPA has announced proposed rules that would establish new source performance standards (“NSPS”) applicable to greenhouse gas emissions from new, fossil fuel-fired power plants (“power plants”). The proposal is a highly controversial one, which will effectively prohibit the construction of coal-fired power plants that do not capture carbon ...
On March 26, 2012, the Fifth Circuit Court of Appeals (“the Court”) vacated and remanded EPA’s disapproval of Texas’s request for approval of the minor source standard permit for pollution control projects (“PCP”) as part of its air quality state implementation plan (“SIP”). The Court’s reasoning may also affect other pending disputes between EPA and Texas regarding air quality permitting and other issues ...
On Wednesday, March 22, the United States Supreme Court ruled that a compliance order issued under EPA’s Clean Water Act enforcement authority to individuals for allegedly filling part of their property without the necessary “dredge and fill” permit could be challenged in federal district court. The ruling marks a major loss for EPA’s enforcement practices under the Clean Water Act ...
On Monday, March 26, 2012, the United States Supreme Court issued a decision in Credit Suisse Securities (USA) LLC v. Simmonds. The Court held that an alleged failure by a corporate insider to file a short-swing profit disclosure under Section 16(a) of the Securities Exchange Act of 1934 does not indefinitely toll the two-year statute of limitations on another party’s claim for recovery of such profits under Section 16(b) ...
In a decision issued this week, Roland v. Green, -- F.3d --, 2012 WL 898557 (5th Cir. Mar. 19, 2012), the U.S. Court of Appeals for the Fifth Circuit addressed an issue of first impression—the scope of the preclusion provision of the Securities Litigation Uniform Standards Act (“SLUSA”). Recognizing the current split among circuits, the court adopted the “tangentially related” test ...
On March 13, 2012, the Standing Committee on Environment and Sustainable Development issued recommendations for improving the Canadian Environmental Assessment Act (CEAA) process (click on Print Format for the complete report). The recommendations focus on: improving timeliness; decreasing duplication with provincial processes; improving aboriginal consultation processes; and improving outcomes ...
On March 21, 2012, the United States Supreme Court issued a unanimous decision in the much-publicized case of Sackett v. EPA (No. 10-1062), less than three months after oral argument, holding that the Sacketts were not precluded from judicially challenging EPA’s issuance of an administrative compliance order ...
The Powers Of CSST Inspectors ConfidentialityAgreements:The Importance Of Protecting Your Secrets; Your First Financial Institution. Various statutes impose obligations on employers to take the necessary measures to protect the health and safety of workers, including An Act respecting Occupational health and safety (R.S.Q., c. S‑2.1) (hereinafter referred to as the “AROHS”) ...
Class Action and Consumer Law: The Court of Appeal Excludes Non-Consumers from the Approved Class in an Authorized Class Action CONSUMER PROTECTION LAW AND THE CONSUMER PROTECTION ACT (“CPA”) APPLY FIRST AND FOREMOST TO ECONOMIC ACTIVITIES IN THE RETAIL SECTOR. EXPENDITURES ASSOCIATED WITH THIS SECTOR REPRESENT MORE THAN SIXTY-FIVE PERCENT OF ALL EXPENDITURES IN THE PROVINCE. IT IS ALSO AN AREA OF THE LAW WHICH FREQUENTLY COMES BEFORE THE COURTS ...
You are the general counsel of a public company and expect M&A activity to increase in the United States during 2012. Do you know if your company looks like a good target to potential acquirors? It is important to understand whether you could be a target before getting that first overture from an acquiror ...
On 24 February 2012, Greece opened the Private Sector Involvement debt swap deal (PSI) to bondholders. Essentially the deal involved a swap that meant bondholders would have to accept a 53.5% cut on the face value of their bonds which, in real terms, meant a loss of approximately 75% on their investment. The deal will be the largest financial restructuring in history, dwarfing the Argentinean restructuring in 2005 valued at EUR 33 ...
On 28 November 2012, the Capital Market – Financial Institutions Supervisory Board (Badan Pengawas Pasar Modal – Lembaga Keuangan or “BAPEPAM - LK”) issued a new regulation on Changes to Material Transactions and Main Business Activities, ie Decree of the Head of BAPEPAM-LK No. KEP-614/BL/2011 (“Regulation IX.E.2”) which revoked Decree of the Head of BAPEPAM-LK No. KEP-413/BL/2009 (“Previous Regulation”) on the same matter. Regulation IX.E ...
The latest additions to the Greek debt saga and the Eurozone crisis are the Credit Default Swap holders and the ISDA. But who are they and what is their role? What is a Credit Default Swap (CDS)? A CDS is most simply described as a type of insurance against the risk of a default on a debt issued by a third party (the reference obligor) ...
On 2 March, 25 of the 27 EU members committed to the new "Fiscal Compact" concept, signed the Treaty on Stability, Coordination and Governance in the Economic and Monetary Union. The Treaty, which is technically an intergovernmental treaty and not an EU instrument (due to the UK and the Czech Republic not wishing to sign up to it), was introduced in December 2011 by Germany and France ...
On February 24, 2012, two years after oral argument, the Texas Supreme Court issued its watershed decision in Edwards Aquifer Authority (the “Authority”) v. Day. The Court’s long-awaited decision included two significant pronouncements on groundwater that are likely to have ripple effects throughout the water community and could open the flood gates to a wave of litigation ...
Europe’s Finance ministers worked through the night of 20 to 21 February to hammer out the terms of the second Greek bail-out to the tune of EUR 130 bn. While the markets have responded coolly to the deal, ministers remain optimistic that enough has been done to stem the contagion to the rest of the Eurozone. Many experts remain skeptical as to whether the bail-out will be enough to save Greece from ultimately defaulting ...
Not long ago, returns on traditional investment products, for example term deposits, were quite low and did not generate a great deal of interest among those who could spare and would like to invest money with the prospect of some return. Alternatives nearly always carry a higher risk and the various solutions, such as mutual funds, were not well known and poorly understood ...
You are the general counsel of a public company, and your board and your CEO are considering the company’s strategic acquisition options. Your input is needed on the different forms that such a strategic transaction can take ...
On November 15, 2011, existing facilities subject to the federal Spill Pollution Control and Countermeasure Rule (“SPCC Rule”), 40 C.F.R. Part 112, were required to finalize and implement a plan—known as an “SPCC plan”—detailing the equipment, workforce, procedures and steps to be taken to prevent, control and provide adequate countermeasures to a discharge of oil to navigable waters of the United States or adjoining shorelines ...
The United States Court of Appeals for the Fifth Circuit has confirmed that lower courts may use their discretion in choosing either of two methods - the "percentage method" or "lodestar method" - to calculate attorneys' fees in class action suits. The decision, in Union Asset Mgmt Holding A.G. v. Dell, Inc., 2012 WL 35249 (5th Cir. Feb. 7, 2012), affirmed a district court's use of the percentage method to calculate a $7.2 million fee award ...
