The computer hacking trial of David Nosal is under way in federal district court in California. The trial is being followed with interest in the business community because it is the latest development in a case that highlights an important split in the interpretation of the Computer Fraud and Abuse Act (“CFAA”) that has far-reaching ramifications with respect to liability–and protection for companies’ proprietary information ...
You are general counsel of a publicly-traded medical device company. Your company’s Board has identified a publicly-held X-ray and CT scan component manufacturer that it would like to acquire. The target is a Delaware corporation based in California, with additional manufacturing facilities in Utah and Kentucky; within the past three years, it has sold two mothballed manufacturing facilities ...
Recently, the Superior Court rendered a decision 1 which clarifies the extent of the discretion a court has when asked to ratify a hypothecary creditor's recommendation to appoint an employee of its legal counsel to act as the officer of the court entrusted with the sale by judiciary authority of the collateral secured in its favour. CONTEXT The Superior Court had to render judgment in five cases involving very similar facts ...
On March 26, 2013, in the case of Teed v. Thomas & Betts Power Solutions, L.L.C.,1 the Seventh Circuit, in an opinion written by Judge Posner, joined at least one other circuit court and a multitude of district courts across the country in extending the federal common law standard for evaluating successor liability to suits brought under the Federal Labor Standards Act (“FLSA”) ...
Last week the Delaware Supreme Court held in Pyott v. Louisiana Municipal Police Employees’ Retirement System, ___ A.3d ___, 2013 WL 1364695 (Del. 2013), that a Delaware derivative complaint should have been dismissed after a California federal court entered a judgment dismissing essentially the same complaint brought by different stockholders for failure to plead demand futility ...
On 3 March 2013, the Swiss electorate approved the Minder Initiative, which will fundamentally change the legal framework on executive compensation and other corporate governance matters for Swiss public companies. The implementation of the Minder Initiative will be the task of the Federal Council and the Swiss Parliament ...
On March 26, 2013, the Office of the Superintendent of Financial Institutions (“OSFI”), the Canadian bank regulator, issued an Advisory in which it identified the banks considered to be systematically important for Canada in accordance with the framework set out by the Basel Committee on Banking Supervision. These banks are the Bank of Montreal, the Bank of Nova Scotia, the Canadian Imperial Bank of Commerce, the National Bank of Canada, the Royal Bank of Canada and the Toronto-Dominion Bank ...
Since the announcement of the investigation by the SEC of the CEO of Netflix, Inc. for a July 2012 Facebook post celebrating a company milestone, there has been considerable uncertainty as to whether companies can use social media outlets, like Facebook and Twitter, to communicate with investors without violating Regulation Fair Disclosure (“Regulation FD”) ...
On March 26, 2013, the U.S. Court of Appeals for the Federal Circuit affirmed the U.S. Patent Office’s rejection of the claim of a design patent continuation application, bringing some degree of clarity to the practice of claiming a portion of a previously-claimed design while seeking priority to the filing date of the previously-claimed design. In re Owens, No. 2012-1261 (Fed. Cir. March 26, 2013). In the case, Timothy S. Owens et al ...
The Commodities Futures Trading Commission (the “CFTC”), pursuant to its rulemaking authority under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)1, has interpreted guarantees of swap agreements to fall under the definition of a swap,2 which means that any swap guarantor must be an “eligible contract participant” (“ECP”) at the time a swap is entered into (which may occur after the date on which the guarantee and related credit facility documents are entered
On Wednesday, the Supreme Court held in a 5-4 opinion in Comcast Corp. v. Behrend, 569 U.S. ___ (2013), that a party seeking to maintain a class action must satisfy Rule 23’s requirements through evidentiary proof, even where such analysis may overlap with the merits of the underlying claim ...
Here are select February 2013 rulings of the Supreme Court of the Philippines on commercial law:Corporation; liability of officers and directors. Basic is the rule in corporation law that a corporation is a juridical entity which is vested with a legal personality separate and distinct from those acting for and in its behalf and, in general, from the people comprising it ...
Last February 15, 2013, the President signed into law Republic Act No. 10365 or the “Act Further Strengthening the Anti-Money Laundering Law.” True to its name, the third amending law to the Anti-Money Laundering Act (“AMLA”) gave it more teeth and strengthened the government’s ability to prevent and prosecute money laundering. The following discusses the new amendments to the AMLA ...
The Seventh Circuit recently reversed a $2.7 million damages award against a mortgage company accused of lying in applications for federal loan guarantees. See United States v. Anchor Mortg. Corp., 2013 WL 1150213 (7th Cir. Mar. 21, 2013) ...
SyCip Salazar Hernandez & Gatmaitan's new website went live on 1 March 2013. As a result, previously sent links to downloadable publications are no longer accessible. Below are a few updated links: Client Alert: SEC requires tax identification number for foreign investorsLegal Bulletin: Technology, Media & Telecoms (Jan ...
According to December 2012 data from the federal Bureau of Labor Statistics, the unemployment rate for Gulf War Era veterans, hovering around eight percent, remains higher than the national rate. Over the last decade, more than 2.3 million Americans were deployed to military duty in Iraq, Afghanistan or both. Of that total, more than 1 million have since left the military ...
Canadian ratification of the Convention on International Interests in Mobile Equipment and of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment: This Bulletin is intended as a brief overview of the above-mentioned Convention and its Protocol and is not an in depth analysis of each of their provisions ...
CONTENTS Some practical advice on the recording of customer phone calls in QuebecEmployment placement agencies : who is responsible for the source deductions?What are your recourses if you believe a contract is about to be, or has been, awarded to another bidder? SOME PRACTICAL ADVICE ON THE RECORDING OF CUSTOMER PHONE CALLS IN QUEBECGuillaume LabergeMany businesses engage in the practice of recording customer calls ...
Information is often the most valuable asset that a business has. Businesses that think strategically about how they create and develop their information assets are able to increase their value, frequently by substantial amounts. For example, data analytics can help a business understand its clients, what they are likely to buy - when and how. Cloud computing offers efficiencies and cost savings ...
The Florida Supreme Court issued an opinion on March 7, 2013 that eliminated an oft-used tool in the defense arsenal by limiting application of the economic loss rule to products liability cases. The DecisionIn a 5-2 decision authored by Justice Jorge Labarga, the court held unequivocally that "the application of the economic loss rule is limited to products liability cases." Tiara Condo. Ass’n, Inc. v. Marsh & McLennan Cos., Inc., __ So.3d __, 2013 WL 828003, *8 (Fla. Mar. 7, 2013) ...
The U.S. Director of National Intelligence, James Clapper, advised the Senate Intelligence Committee this week that cyber attacks are the number one threat to national security. “Increasingly, state and non-state actors are gaining and using cyber expertise,” Clapper stated in his remarks to the Committee. “These capabilities put all sectors of our country at risk, from government and private networks to critical infrastructure ...
An increasing number of public companies – particularly banks and financial institutions – are disclosing cybersecurity incidents in their filings with the Securities and Exchange Commission. Companies are also replacing boilerplate cyber risk disclosures with more detailed disclosures of specific events or threats ...
Many banks formed holding companies in the late 1980s and 1990s. They had various reasons for doing this. Some formed a holding company to hold subsidiaries providing nonbank activities. Some used the holding company to reduce state taxes in states where banks are taxed differently. Some were acquisitive, and holding companies gave them more options in acquiring banks. Some thought the holding company would help improve the marketability of the stock ...
For the first time ever, North Carolina’s Business Court and Court of Appeals both upheld fiduciary duty claims against banks in late 2012. Debtors frequently employ such claims in an attempt to shift liability for failed projects to their lenders or to pressure lenders to settle problem loans in the wake of the financial downturn. Despite their ubiquity, breach of fiduciary duty claims had proven elusive for borrowers before October 2012 ...
It appears that the industry is starting to “enjoy” a modest increase in activity as to participations, assignments and syndications. This “enjoyment” is not without more than a fair share of trepidation and reluctance, but the allure of increased revenue is difficult to withstand. Regardless of this trepidation, participations, assignments, syndications and intercreditor agreements can be done safely and profitably ...
