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 ...
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 ...
As you will be aware, 1 January 2012 is the go live date for OHS harmonisation. A new OHS Act, Regulation and Codes of Practice will commence in the Commonwealth and in each State and Territory at this time. The new package of OHS legislation will be based on model legislation, so will be substantially similar in each jurisdiction. For detailed information about the state of play in relation to OHS harmonisation, see our HR&IR Update of 22 June 2011 ...
Following the introduction of the Tertiary Education Quality and Standards Agency Bill 2011 (Bill) and the Tertiary Education Quality and Standards Agency (Consequential Amendments and Transitional Provisions) Bill 2011 (Transitional Bill) into the Commonwealth Parliament (as reported in our news alert of 23 March 2011), the Senate referred the Bill and the Transitional Bill to the Senate Education, Employment and Workplace Relations Legislation Committee (Commi
These Regulations transpose the EU Directive 2008/101/EC ("the Aviation Directive") which extends the EU Emissions Trading Scheme ("ETS") to aviation activities. The previous 2009 Regulations [S.I. No. 274 of 2009], which partially transposed the Aviation Directive, are revoked. All flights arriving at and departing from EU airports will be included in the ETS from 2012 ...
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 ...
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 ...
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”) ...
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 ...
1. International anti-corruption conventions To which international anti-corruption conventions is your country a signatory? Chile is a signatory to and has ratified the Inter-American Convention against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the United Nations Convention against Corruption. 2 ...
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 ...
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 ...
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 ...
The Securities and Exchange Commission adopted on May 25, 2011, final rules to implement the Section 21F of the Securities Exchange Act of 1934 entitled “Securities Whistleblower Incentives and Protection.” The new rules have significant implications for public companies and securities industry businesses ...
The new Immigration Bill was passed by the Indonesian Parliament on 7 April 2011. It will pass into law on the day it is signed by the President or within 30 days of its passage, whichever occurs earlier.The bill covers a range of basic matters relating to immigration, including entry to and exit from the Indonesian territory, travel documents, visas, stay permits, etc ...
Law No. 8 of 2010 regarding the Prevention and Eradication of the Criminal Act of Money Laundering (the “AML Law”) came into effect on 22 October 2010. This new version of the AML Law imposes jail terms of up to 20 years and fines of up to 100 billion Rupiah ($US11.5 million) for the criminal act of money laundering ...
The Supreme Court in CIGNA Corp. v. Amara held that plan terms cannot be reformed under Section 502(a)(1)(B) of ERISA based on a misleading summary plan description (SPD). Despite this narrow ruling, six justices further stated that reformation may be an appropriate equitable remedy under Section 502(a)(3) of ERISA. Background In 1998, CIGNA replaced its defined benefit plan with a cash balance plan ...
Companies wishing to import goods for their businesses are required to have an Importer Identification Number (Angka Pengenal Importir – “API”). Under Trade Minister Regulation No.45/M-DAG/9/PER/2009, as amended by Regulation No.17/M-DAG/PER/3/2010 (“Regulation No ...
