In a recent bench ruling, the Delaware Court of Chancery refused to dismiss a stockholder’s complaint alleging, among other things, that a company’s board of directors had amended a stock incentive plan without obtaining stockholder approval as required by the listing rules of the New York Stock Exchange ("NYSE"). The court did so even though the company had received email confirmation from the NYSE staff agreeing that stockholder approval was not required ...
Frequently asked questions on 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 ...
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)
Chambers & Partners has published its Legal Practice Guide on Corporate M&A 2013. The publication, which may be read for free online, includes two Philippine sections contributed by SyCip Salazar Hernandez & Gatmaitan (SyCipLaw): - The section on Philippine Trends and Developments was contributed by Managing Partner Rafael A. Morales and Partner Philbert E. Varona, and contains an overview of the practice, including typical structuring issues and recent developments on foreign ownership ...
1 Patent Enforcement 1.1 How and before what tribunals can a patent be enforced against an infringer? Patents are enforced against an infringer either through a civil action before the Regional Trial Court (“RTC”) or an administrative action before the Bureau of Legal Affairs (“BLA”) of the Intellectual Property Office of the Philippines (“IPP”) ...
1 Relevant Authorities and Legislation 1.1 What is the relevant Philippine trade mark authority? The Intellectual Property Office of the Philippines (IPOPHIL) is the relevant trade mark authority. 1.2 What is the relevant Philippine trade mark legislation? Republic Act 8293, otherwise known as the Intellectual Property Code of the Philippines (IP Code), is the relevant trade mark legislation. 2 Application for a Trade Mark 2 ...
The United States Court of Appeals for the Second Circuit (the "Second Circuit") recently affirmed a broad reading of the safe harbor of United States Bankruptcy Code (the "Bankruptcy Code") section 546(e), which protects from avoidance both "margin payments" and "settlement payments" as well as transfers made in connection with a "securities contract ...
On June 25, 2013, the Consumer Financial Protection Bureau (CFPB or Bureau) issued CFPB Bulletin 2013-06 to announce its "Responsible Business Conduct" policies. The bulletin lays out, in very general terms, suggestions for how companies might curry favor with the Bureau’s Office of Enforcement by engaging in voluntary self-policing, self-reporting, remediation, and cooperation activities. The bulletin is available at [link to http://files.consumerfinance ...
After a prolonged internal debate, the Securities and Exchange Commission has unanimously proposed new rules for the regulation of money market mutual funds, also known as money market funds or money funds. If adopted, these rules would fundamentally change the basic characteristics of most money funds ...
The Commission has adopted, on 11 June 2013, a proposal for a Directive on damages actions for the infringement of EU and national competition laws. If adopted by the EU legislator, the Directive would require the EU Member States to enact implementing legislation within a two year period. Although the groundbreaking features of the proposal make its final adoption uncertain, such adoption would have enormous implications for private competition damages actions within the EU ...
It is known that the effects of better infrastructures on a country’s economy are enormous and this fact has been widely recognised in the ambitious Strategic Development Plan laid down by the Government of East Timor, which highlights that the “policy framework to 2020 will ensure that Timor has quality national infrastructures in place by the end of this decade ...
On June 14, 2013, the Act respecting insurance (Quebec) (the "Act") was amended by sections 1 to 5 of An Act to amend various legislative provisions mainly concerning the financial sector. The new sections, 66.1.1 to 66.1 ...
Nearly everybody talks about it. The Integrity in Public Contracts Act, also referred to as Bill 1, has been assented to on December 7, 2012 after an expedited review process of barely three months. Everybody is talking about it because the Act imposes on tenderers new requirements aiming at curbing fraud and corruption which, according to investigations of public authorities, undermine the construction industry ...
In January 2012, the Electronic Commerce Committee of the Canadian Council of Insurance Regulators (CCIR)1 released an issue paper entitled “Electronic Commerce in Insurance Products”, through which it invited insurers and intermediaries to provide feedback on certain targeted issues respecting online insurance distribution.Many stakeholders responded; 25 submissions were sent to the CCIR ...
On June 13, 2013, the Securities and Exchange Commission brought a settled administrative proceeding against Revlon, Inc., for disclosure violations relating to a 2009 exchange offer subject to the going-private rules under Rule 13e-3 of the Securities Exchange Act of 1934.1 As described below, the SEC alleges that Revlon engaged in various acts described as "ring fencing" in an effort to conceal negative information about the transaction from minority stockholders ...
Recently, the Court of Québec reminded merchants of their responsibility to ensure that consumers are cognizant of important contractual clauses at the time a contract is entered into. In the case of 159191 Canada inc. (Discount Location d’autos et camions) c. Waddell1, the Court had to decide whether a clause in a two-page vehicle rental contract which excluded insurance coverage in a specific situation was valid under Québec law. FACTSThe facts of the case are as follows ...
It’s not uncommon for a company that owns intellectual property (IP) such as trade marks, patents and copyright to grant another company the right to use that IP. The grant of the right to use IP is referred to as a ‘licence’, the company that grants the right is referred to as the ‘licensor’, and the company that gets the right is referred to as the ‘licensee’ ...
The Supreme Court held today in FTC v. Actavis that so-called “reverse payment” settlement agreements are subject to antitrust law’s “rule of reason” analysis. The Court, however, largely downplayed whether such analysis would require inquiry into what Justice Scalia deemed “the elephant in the room” at oral argument: the strength of the patent at issue ...
On June 10, 2013, a unanimous Supreme Court in Oxford Health Plans LLC v. Sutter, 569 U.S. ___ (2013), held that an arbitrator’s decision to allow class arbitration cannot be overturned if the decision was based on the interpretation of the parties’ contract. Even if the interpretation is incorrect, the Court will not overturn the arbitrator’s decision given its limited scope of review allowed under §10(a)(4) of the Federal Arbitration Act (FAA) ...
Here are select March 2013 rulings of the Supreme Court of the Philippines on commercial law:Corporation; separate personality. A corporation is an artificial entity created by operation of law. It possesses the right of succession and such powers, attributes, and properties expressly authorized by law or incident to its existence. It has a personality separate and distinct from that of its stockholders and from that of other corporations to which it may be connected ...
Here are select March 2013 rulings of the Supreme Court of the Philippines on civil law:Civil CodeContracts; contract of sale; perfection; essential elements; stages. A contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price ...
An interview with Michał Barłowski, the partner in charge of the Bankruptcy and Restructuring practices at Wardyński & Partners, about planned amendments to Poland’s Bankruptcy & Rehabilitation Law. Restructuring is an alternative to bankruptcy. So why do we hear so little about effective restructuring and so much about liquidating bankruptcies? Michał Barłowski: The reasons are many and have various sources ...
I. Background: 2010-2011 and the “First Wave” of Say-on-Pay SuitsIn 2010 and 2011, after the enactment of federal “say-on-pay” legislation in the Dodd-Frank Wall Street Reform and Consumer Protection Act,1 shareholder plaintiff firms filed several actions alleging breaches of fiduciary duties by directors of companies experiencing unfavorable say-on-pay votes during proxy season ...
On May 30, 2013, as had long been expected, the staff in the Division of Corporation Finance of the Securities and Exchange Commission released Frequently Asked Questions concerning the SEC’s conflict minerals rules.1 The FAQs do not address some of the thorniest interpretive issues under the conflict minerals rules, but they do reinforce a number of developing practices and provide helpful guidance on a number of topics for SEC reporting companies.2 We summarize some of the key FAQs below ...
Last fall, I wrote an article for Carolina Banker magazine excitingly titled “Bank Liability to Non-Customers in a Ponzi Scheme.” The crux of it concerns the potential liability to banks in Ponzi schemes and the precautions banks should take to mitigate that risk ...
