Recently, the United States Supreme Court issued its decision in American Express Co. v. Italian Colors Restaurant, a third opinion in what is now a trilogy of cases upholding the validity of class action waiver clauses in contracts containing arbitration agreements ...
The Federal Trade Commission (FTC) finalized amendments to formally adopt a framework regarding the voluntary withdrawal of Hart Scott Rodino (HSR) premerger notification filings and submission without an additional filing fee to allow additional time for enforcement agency review of transactions during the initial HSR waiting period ...
Decree-Law 2/2005 of 27 December, which approved the Mozambican commercial Code, makes it possible for Mozambican or foreign individuals or clients to set up business in Mozambique in one of six different ways: (i) general partnership (Sociedade em Nome Colectivo); (ii) limited partnership (Sociedade em Comandita); (iii) capital and industry partnership (Sociedade de Capital e Indústria); (iv) quota company (Sociedade por Quotas); (v)
IntroductionOn 6 June 2013 the Council of Ministers approved the bill to finalise the transposition of Directive 2003/49/ EC of the Council of 3 June into the IRC (corporate income tax) Code. The Directive, which establishes a common system of taxation applicable to interest and royalty payments made between associated companies of different Member States, is commonly known as the ‘Interest & Royalties Directive’ ...
Chambers & Partners has published its Legal Practice Guide on Corporate M&A 2013. The publication, which may be read for free online, includes two Philippine sections contributed by SyCip Salazar Hernandez & Gatmaitan (SyCipLaw): - The section on Philippine Trends and Developments was contributed by Managing Partner Rafael A. Morales and Partner Philbert E. Varona, and contains an overview of the practice, including typical structuring issues and recent developments on foreign ownership ...
In a recent bench ruling, the Delaware Court of Chancery refused to dismiss a stockholder’s complaint alleging, among other things, that a company’s board of directors had amended a stock incentive plan without obtaining stockholder approval as required by the listing rules of the New York Stock Exchange ("NYSE"). The court did so even though the company had received email confirmation from the NYSE staff agreeing that stockholder approval was not required ...
The United States Court of Appeals for the Second Circuit (the "Second Circuit") recently affirmed a broad reading of the safe harbor of United States Bankruptcy Code (the "Bankruptcy Code") section 546(e), which protects from avoidance both "margin payments" and "settlement payments" as well as transfers made in connection with a "securities contract ...
1 Patent Enforcement 1.1 How and before what tribunals can a patent be enforced against an infringer? Patents are enforced against an infringer either through a civil action before the Regional Trial Court (“RTC”) or an administrative action before the Bureau of Legal Affairs (“BLA”) of the Intellectual Property Office of the Philippines (“IPP”) ...
1 Relevant Authorities and Legislation 1.1 What is the relevant Philippine trade mark authority? The Intellectual Property Office of the Philippines (IPOPHIL) is the relevant trade mark authority. 1.2 What is the relevant Philippine trade mark legislation? Republic Act 8293, otherwise known as the Intellectual Property Code of the Philippines (IP Code), is the relevant trade mark legislation. 2 Application for a Trade Mark 2 ...
PrefaceThis guide is written as an introduction to Ukrainian legal system from the viewpoint of foreign investors, in particular Chinese ones, and will help you in deciding whether to do a deal in Ukraine and what strategy should be chosen when investing in this country. The digest of key legal issues may be found helpful both at the stage of initial investment research and in the course of a particular investment project ...
I OVERVIEWChile continues to offer an attractive business environment. Chile was the first Latin American economy to join the Organization for Economic Cooperation and Development, and is party to dozens of free trade agreements (including with the United States, the European Union, Mexico, South Korea and Brazil) ...
On June 25, 2013, the Consumer Financial Protection Bureau (CFPB or Bureau) issued CFPB Bulletin 2013-06 to announce its "Responsible Business Conduct" policies. The bulletin lays out, in very general terms, suggestions for how companies might curry favor with the Bureau’s Office of Enforcement by engaging in voluntary self-policing, self-reporting, remediation, and cooperation activities. The bulletin is available at [link to http://files.consumerfinance ...
At the end of May, the U.S. District Court for the Southern District of Florida sentenced a Florida import company president to 22 months in federal prison for violating consumer product safety and other laws. His wife, an executive of a related company, was sentenced to a year of probation. The case is significant because it involves a criminal prosecution of importers of unsafe children’s products ...
After a prolonged internal debate, the Securities and Exchange Commission has unanimously proposed new rules for the regulation of money market mutual funds, also known as money market funds or money funds. If adopted, these rules would fundamentally change the basic characteristics of most money funds ...
The Commission has adopted, on 11 June 2013, a proposal for a Directive on damages actions for the infringement of EU and national competition laws. If adopted by the EU legislator, the Directive would require the EU Member States to enact implementing legislation within a two year period. Although the groundbreaking features of the proposal make its final adoption uncertain, such adoption would have enormous implications for private competition damages actions within the EU ...
Law 55-A/2012 of 29 October – published last year as part of the package of measures to combat the financial crisis – made ownership, use or surface rights of residential urban properties with an official taxable value (valor patrimonial tributário) equal to or greater than EUR 1 million subject to Stamp Duty, calculated at the rate of 1% ...
It is known that the effects of better infrastructures on a country’s economy are enormous and this fact has been widely recognised in the ambitious Strategic Development Plan laid down by the Government of East Timor, which highlights that the “policy framework to 2020 will ensure that Timor has quality national infrastructures in place by the end of this decade ...
Nearly everybody talks about it. The Integrity in Public Contracts Act, also referred to as Bill 1, has been assented to on December 7, 2012 after an expedited review process of barely three months. Everybody is talking about it because the Act imposes on tenderers new requirements aiming at curbing fraud and corruption which, according to investigations of public authorities, undermine the construction industry ...
On June 13, 2013, the Securities and Exchange Commission brought a settled administrative proceeding against Revlon, Inc., for disclosure violations relating to a 2009 exchange offer subject to the going-private rules under Rule 13e-3 of the Securities Exchange Act of 1934.1 As described below, the SEC alleges that Revlon engaged in various acts described as "ring fencing" in an effort to conceal negative information about the transaction from minority stockholders ...
It’s not uncommon for a company that owns intellectual property (IP) such as trade marks, patents and copyright to grant another company the right to use that IP. The grant of the right to use IP is referred to as a ‘licence’, the company that grants the right is referred to as the ‘licensor’, and the company that gets the right is referred to as the ‘licensee’ ...
Purchases of shares or assets of the target companyPurchases of shares are relatively free of restrictions unless the target company is a public corporation (namely, a company that has its shares registered with the Chilean securities and insurance regulator, the SVS), one of the parties to the transaction participates in a regulated industry or the entity resulting from a business combination raises competition issues ...
The Supreme Court held today in FTC v. Actavis that so-called “reverse payment” settlement agreements are subject to antitrust law’s “rule of reason” analysis. The Court, however, largely downplayed whether such analysis would require inquiry into what Justice Scalia deemed “the elephant in the room” at oral argument: the strength of the patent at issue ...
On June 10, 2013, a unanimous Supreme Court in Oxford Health Plans LLC v. Sutter, 569 U.S. ___ (2013), held that an arbitrator’s decision to allow class arbitration cannot be overturned if the decision was based on the interpretation of the parties’ contract. Even if the interpretation is incorrect, the Court will not overturn the arbitrator’s decision given its limited scope of review allowed under §10(a)(4) of the Federal Arbitration Act (FAA) ...
