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 ...
A creditor affected by asset-stripping by a debtor doesn’t have to remain a passive victim of dishonesty. Creditors have probably had trouble since time immemorial with dishonest debtors—ones who deliberately and unlawfully attempt to escape from their obligations ...
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 July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company ...
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 Financial Services Commission (“FSC”) which was established on April 1, 2011 under the Financial Services Commission Act, 2010-21 (the “Act”) has been mandated to, amongst other things, supervise and regulate the operations of the financial services sector other than the banking services ...
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)
Translation of the FAQ on the New Foreign Exchange Rules:What currency should be used to pay the salaries of employees in angola?The salaries of employees who are foreign exchange residents in Angola, irrespective of the sector of activity, must be paid in Kwanzas, the national currency. When Will i start to receive my salary in KWanzas?As of 1 July 2013, in accordance with the implementation calendar of Law 2/12 of 13 January, defined by Order no ...
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 ...
The Pensions Regulator has issued revised codes ofpractice and guidance on reporting the late payment of contributions to ensure a system of effective monitoring of contributions in money purchase work-based and personal pension schemes. The revised codes, which are designed to support auto-enrolment, are expected to come into force this autumn ...
The financial services sector tends to define “high-net-worth individual” (HNWI) asan individual or a family possessing substantial amount of investable funds. There is no generally accepted prefixed denominationof the size of wealth that an individual must possess in order to fall within this category. However, high net worth is commonly used in terms of liquid assets exceeding a certain amount while precise figures differ by financial institution and region ...
Although non-compliance with the Consumer Protection Act (the “CPA”) is generally sanctioned by the nullity of the CPA non-compliant clauses, or of the contract in its entirety, in cases involving written notices of forfeiture of the benefit of the term, the courts have sometimes decided to maintain the validity of the non-compliant notices if they were not prejudicial to the consumer’s rights. The following two judgment support this view ...
Banks are classified into universal banks, commercial banks, thrift banks (composed of savings and mortgage banks, stock savings, loan associations and private development banks), rural banks, cooperative banks, and Islamic banks. The General Banking Law governs primarily universal and commercial banks, as well as cooperative banks ...
The FCA’s new webpage, published on 24 July 2013, will record permissions and passports granted under the AIFM Directive. The FCA is currently updating the Financial Service Register to include firms which have been granted new permissions under the Directive, as well as any associated management passports. However, in the meantime, information will be published on the webpage. For more information in respect of the Directive, please visit our AIFMD microsite ...
The Court has now issued its written decision. This provides further analysis and confirms the position that we previously reported. Parties represented The Scottish Environment Protection Agency, Scottish Natural Heritage, East Ayrshire and South Lanarkshire Councils and the Lord Advocate on behalf of the Scottish Ministers were all represented at the hearing ...
2012 was a challenging year for Australia's loan markets. Australian loan markets were affected by continued uncertainty in global markets due to concerns over the Eurozone, the slowdown in China, a weak recovery in the US and, towards the end of the year, concerns around the US "fiscal cliff". Locally, there has been a lack of confidence among corporates, resulting in sluggish M&A activity. Certain sectors of the economy remained relatively soft, such as the retail sector ...
In September 2012, we reported that the Supreme Court of British Columbia had rendered a judgment1 confirming that a corporate policy imposing an advance nomination process for a shareholders’ meeting was reasonable and did not infringe the shareholders' rights relating to the election of the corporation's directors (“Advance Notice Policy”) ...
