As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC) adopted rules regarding shareholder approval of executive compensation and “golden parachute” arrangements on January 25, 2011. See Release Nos. 33-9178 and 34-63768 ...
1. How can the government’s attitude and approach to internet issues best be described? The attitude of the Belgian government can be described as positive and their approach is proactive. In 2003, the Belgian authorities announced the introduction of ‘egovernment’ ...
Earlier this month, the Court of Appeals of Texas, Third District, Austin, reinstated a “control person” claim under the Texas Securities Act (“TSA”) against Merrill Lynch Pierce Fenner & Smith Inc. related to a former broker’s allegedly fraudulent outside sales transactions. David Fernea v. Merrill Lynch Pierce Fenner & Smith, Inc., No. 03-09-00566-CV (Tex. App. –Austin, Jan. 7, 2011). Allegations ...
On January 24, 2011, the Commissioner of Competition (Canada) filed a notice of application with the Competition Tribunal for dissolution of a merger (or divestiture of assets or control) resulting from the completed merger of CCS Corporation and Complete Environmental Inc., the latter of which owns Babkirk Land Services Inc ...
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration ...
In the second of a two-part look at issues arising out of the tender process we consider what can happen when that process is poorly run. Part 1 of the series can be found at IT tendering: Leveraging the benefits. A typical tender process involves the customer analysing and documenting its requirements in a Request for Proposals (RFP) to which interested suppliers will prepare a response ...
Blissfully unaware that its customer, a merchant, is on the brink of filing a bankruptcy petition, your client has delivered goods on credit. The likely unhappy result: when the customer files, your client is left holding a general unsecured claim, with little chance to be paid until the conclusion of the proceeding. That may be years down the road, and when it finally takes place may amount to no more than pennies on the dollar. But all may not be lost ...
Under the Texas Public Information Act, a “requestor” may file suit for a writ of mandamus compelling the release of public information. In The City of Dallas v. The Dallas Morning News, the Dallas Court of Appeals held that an employer has standing to file such a suit when its employee made the initial request. Reporters for the Dallas Morning News requested certain emails from the City of Dallas. The City claimed that the documents fell under PIA exceptions ...
In a recent article we looked at some of the employment risks for customers associated with cloud computing. Following on from Cloud computing: Employment law implications, we now consider how best to assess the other risks associated with cloud computing ...
st1/:*{behavior:url(#ieooui) } New Bank Indonesia Regulation on the Business Plans of BanksThe Governor of Bank Indonesia issued a new regulation concerning Bank’s Business Plans. This new regulation revokes the previous regulation except for certain provisions related to reports on the realization of Business Plans and reports on the supervision of Business Plans which remain valid until the end of the 2010 Business Plan reporting period ...
General Terms and Conditions for Contracts with Trustees for the Issuance of Debt InstrumentsBapepam-LK introduced a new regulation regarding the general terms and conditions for contracts with Trustees for the issuance of debt instruments, also known as Bapepam-LK Regulation No. VI.C.4. This regulation sets out the detailed terms and conditions that must be included in contracts with Trustees, including the roles and obligations of the Trustee ...
The U.S. Securities and Exchange Commission announced on December 20, 2010, that it entered into a non-prosecution agreement with Carter’s, Inc., an Atlanta-based provider of children’s clothing. This is the first non-prosecution agreement entered since the SEC announced its new cooperation initiative in January 2010 to encourage cooperation from corporations and individuals ...
Last week, the European Commission (“EC”) adopted revised rules for evaluating cooperation agreements between horizontal competitors at the same level in the supply/distribution chain. The Guidelines on the Applicability of Article 101 of the Treaty on the Functioning of the European Union to Horizontal Co-Operation Agreements (the “Guidelines”) provide a framework for analyzing common forms of cooperation agreements between competitors ...
Many companies know that the Public Procurement Act (Sw. abbr. LOU) regulates how contracting authorities act when purchasing supplies, services and public works. However, something less well known is that the provisions in LOU can also be of significant importance for how a public contract is handled after the procurement has ended and that the provisions in LOU can apply in completely different contexts, e.g. in conjunction with mergers, acquisitions and similar transactions ...
On 1 December, the Swedish Parliament resolved on the delayed legislative amendments to the Swedish Companies Act which, among other things, concern the mode of convening general meetings, on which we reported in previous newsletters (October 2009 and June 2010). The new rules take effect on 1 January 2011 ...
Public Service Review – Local Government and the Regions Recession breeds new rules and a new approach to procurement The recession and the need for public sector budget cuts have uncovered a twin track for procurement policy in the UK. There is a clear need to cut public sector expenditure – of that we can be in no doubt both in terms of the unit cost of supplies and services ...
THE FACTS OF THE CASEThe case has as its backdrop a family tragedy. On the morning of April 22, 2002, Martin Brossard went to the residence of his former spouse, Liliane de Montigny. Following a sequence of events, the order of which could not be determined from the evidence, he strangled his spouse and drowned their two children, Claudia and Béatrice, in the bathtub of the residence ...
Late on Friday, November 19, 2010, the Wall Street Journal reported that federal prosecutors, the FBI and the SEC are in the final stages of an unprecedented three-year investigation into insider trading by consultants, investment bankers, hedge fund and mutual fund traders, and analysts.1 The SEC has already subpoenaed more than thirty hedge funds and investors, and some civil or criminal charges may be brought before the end of the year ...
In an October 19, 2010 opinion arising out of the Scotia Pacific bankruptcy cases, the Fifth Circuit ruled that reorganized Scotia and its affiliate Pacific Lumber Company were obliged – nearly 2½ years after Scotia’s reorganization plan was consummated – to pay Scotia’s former secured lenders approximately $30 million on account of a mistake made by the bankruptcy judge in calculating the amount owed to the secured lenders for the use of their collateral during the bankruptcy cases ...
Introduction From the seller's perspective, knowing the outcome of the sale process in terms of the price that it will obtain for a company is always of great importance. Usually, a buyer will make an offer to buy a company on a 'cash and debt-free' basis, meaning that the purchase price offered (ie, the enterprise value) will be adjusted up or down depending on the company's financial position at a given time to reach the actual purchase price ...
ON SEPTEMBER 23, 2010, THE SUPREME COURT OF CANADA ISSUED AN UNANIMOUS JUDGMENT IN THE CASE OF PROGRESSIVE HOMES LTD. V. LOMBARD GENERAL INSURANCE CO. OF CANADA(1) , REVERSING TWO LOWER COURT JUDGMENTS OF BRITISH COLUMBIA WHICH HAD CONCLUDED THAT THE INSURER, LOMBARD, HAD NO DUTY TO DEFEND THE GENERAL CONTRACTOR PROGRESSIVE HOMES, AGAINST A CLAIM FOR DEFECTS AND DAMAGES CAUSED BY WATER INFILTRATION IN FOUR BUILDINGS BUILT BY IT ...
The concurring opinion in a recent Third Circuit Court of Appeals case1 suggests that trademark licensees may be able to retain their rights in bankruptcy cases, even if licensors reject the license agreements. The majority did not consider whether the licensee could retain its rights. Instead, the majority held that the trademark license was not an executory contract; therefore, it could not be rejected under the Bankruptcy Code ...
Are you planning to carry out a transaction? Does it involve a party that is related to your company? If so, you may be forced to obtain an independent valuation and the approval of your minority shareholders, file a geological report, and disclose detailed information. The costs engendered by these requirements can escalate rapidly or turn into a procedural nightmare that could considerably delay your transaction ...
On August 25th, the Court of Appeal, for the reasons of Justice Nicholas Kasirer(1), rendered a significant decision(2) with regard to the duty of care required from ski instructors and the assessment of damages awarded to a victim who developed a serious neurological disorder resulting from a ski accident.In their capacity as tutors of their child (referred to as “X” in the judgment), as well as in their personal capacity, Plaintiffs claimed damages for approximately $3 ...
