On September 18, 2013, the U.S. Securities and Exchange Commission (the “SEC”) approved for public comment a proposed rule (the “Proposed Rule”) to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding CEO pay ratio disclosure. Under the Proposed Rule, public companies would be required to disclose the ratio of the annual total compensation of its CEO to the median annual total compensation of all the company’s other employees ...
When bankers and First Amendment lawyers encounter each other at cocktail parties, they can struggle to find common interests. Here is something to break the ice. In July 2010, President Obama signed into law the Dodd-Frank Act, the most comprehensive series of financial regulatory reform measures since the Great Depression. Just one year later, the United States Supreme Court issued Sorrell v. IMS Health, Inc., 131 S. Ct ...
OVERVIEW:Good governance can and should create value for SMEsGood governance can constitute protection against a director’s potential liabilityThe general duties of the director of a SME are the same as those of the director of a large corporation (care and loyalty)The terms for complying with duties and implementing governance should be simple and practical in the context of a SMEAn adequate structure and openness by management must be present before agreeing to act as an external directorS
An important, and often overlooked, arrow in the quiver of any company defending itself against potentially devastating class litigation is the implicit requirement of “ascertainability.” Before a class can be certified, a plaintiff must demonstrate by a preponderance of the evidence that the members of the class are currently and readily identifiable based on objective criteria ...
CONTENTS Easing the financing rules while waiting for crowdfundingAvoiding disputes by entering into a shareholders’ agreementTenth anniversary of Bill 72 : Land protecton and rehabilitation EASING THE FINANCING RULES WHILE WAITING FOR CROWDFUNDINGJosianne BeaudryThere is no doubt that small and mediumsized enterprises (“SMEs”) and businesses in the startup phase (also known as early- stage businesses) face multiple challenges when seeking financing ...
By: Oleksandr Voznyuk, Anastasia Usova1 General1.1 Please identify the scope of claims that may be brought in Ukraine for breach of competition law.In the context of private enforcement in respect of competition law infringements, the following types of claims may be brought before the courts:a) Claims seeking cease-and-desist orders ...
Starting a business venture with others is an exciting prospect. However, because owners tend to put (understandably) on getting the company off the ground, they the important step of putting in place a business agreement founding partners., commonly known as shareholder agreements, are vital and understanding between investors on key matters relating to the company ...
Following a period of consultation, the Government has published regulations in relation to bridging pensions which will come into force on 1 October 2013. A number of pension schemes contain provisions dealing with bridging pensions, where a greater pension is paid from the scheme until the member reaches state pension age. As the state pension age is due to be increased over time the original provisions may no longer be appropriate ...
Gender diversity on corporate boards is a hot issue in Canada. A recent report by TD Economics showed the extent of the disparity between Canada and other developed economies. Women represent only 11% of board members for companies in the S&P/TSX Composite Index, with 43% of boards being all-male and 28% having just one female board member ...
The White House recently issued a report outlining potential incentives that may be available to companies that adopt the voluntary cybersecurity framework currently being developed by the National Institute of Standards and Technology (the “Framework”). Both the incentives program and the Framework are being developed pursuant to the February executive order aimed at improving the cybersecurity of America’s critical infrastructure (read our prior coverage of the executive order here) ...
On August 13, 2013, significant amendments to National Instrument 41-101 - General prospectus requirements, National Instrument 44-101 - Short form prospectus distributions, National Instrument 44-102 – Shelf distributions and National Instrument 44-103 – Post-receipt pricing (and their respective companion policies) regarding permissible “pre-marketing” and “marketing” activities came into force (collectively, the “New Amendments”) ...
On August 12, 2013, the United States Court of Appeals for the Fifth Circuit in Joe W. and Dorothy Dorsett Brown Foundation, et. al. v. Frazier Healthcare V, L.P., et al. affirmed the decision of the United States District Court for the Western District of Texas dismissing with prejudice all claims stemming from the 2011 acquisition of Ascension Orthopedics, Inc. (“Ascension”) by Integra LifeSciences (“Integra”) ...
TCI’s anti-money laundering (AML) regulations were extended in 2010 to certain classes of non-regulated financial business (NRFBs). The categories concerned include:- A person who by way of business provides accountancy or audit services.A person who by way of business acts as a real estate agent.An independent legal professional ...
The UK Information Commissioner’s Office (the “ICO”) experienced a surprising setback recently after the Information Rights Tribunal (the “Tribunal”) ruled that a fine of £250,000 issued by the ICO in relation to a breach of the Data Protection Act 1998 (the “DPA”) by Scottish Borders Council (the “Council”) was excessive ...
One of the more stirring reforms in the past two decades in the field of education is Republic Act 10533, or the Enhanced Basic Education Act of 2013 (“Enhanced Basic Education Act”) ...
INTRODUCTION On July 17, 2013, the Court of Appeal issued an unprecedented judgment in Quebec in the case of Theratechnologies inc. v. 121851 Canada inc.1 Justice Clément Gascon, writing for the court, held, in a unanimous decision, that a judgment having authorized a class action for damages under section 225.4 of the Securities Act (Quebec)2 (hereinafter the “S.A.”) can be appealed despite the rule laid down in the Code of Civil Procedure (Quebec) (hereinafter the “C.C.P ...
On January 17, 2013, the United States Bankruptcy Appellate Panel for the First Circuit (the "First Circuit BAP") rendered its opinion in Massachusetts Department of Unemployment Assistance v. OPK Biotech, LLC (In re PBBPC, Inc.), BAP No. MB 12-042 (B.A.P. 1st Cir. Jan ...
IntroductionOn July 23, 2013, the U.S. District Court for the District of Columbia1 (the “District Court”) upheld Rule 13(p) (the “Rule”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). This Rule imposes investigative and public disclosure requirements on companies that use “conflict minerals” in their manufactured products ...
There is no centralised data available on M&A in the Philippines. However, based on general investment data compiled by investment promotion agencies (such as the Board of Investments (BOI) of the Philippines) and the Bangko Sentral ng Pilipinas (BSP), total approved foreign direct investment (FDI) for 2012 reached 289.1 billion Philippine pesos, which surpassed the previous year’s record level of 258.2 billion Philippine pesos by 12 per cent ...
The ICSA has published new guidance on terms of reference for audit, remuneration, nomination, risk and executive committees, as well as new guidance on matters reserved for the board. The new guidance notes have been revised to reflect the updated editions of the UK Corporate Governance Code (“Code”) and FRC Guidance on Audit Committees published in September 2012 and which apply to all companies with a premium listing with reporting periods beginning on or after 1 October 2012 ...
The ABI has published a report on improving corporate governance and shareholder engagement. The report is a critical evaluation of the roles and responsibilities of the main elements of corporate governance, including: • The role of the non-executive in providing constructive challenge. • How institutional investors hold companies to account. • The relationships between, and responsibilities of, asset managers and asset owners ...
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) single person quota company (Sociedade Unipessoal por Quotas)
On the 19th of July, CMVM Regulation no. 4/2013 on the corporate governance of the issuers of shares admitted to trading in Portugal (“Issuers”), and a new version of the CMVM Corporate Governance Code amending the code in effect since 2010 (“2013 Corporate Governance Code”), were published. Although the aforementioned CMVM Regulation no ...
