On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules implementing new exemptions from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) ...
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 ...
On April 4, 2011, the Honourable Benoît Morin, speaking for the Court of Appeal, with Justices Michel Robert and Jacques A. Léger concurring, issued a judgment co nfirming the decision of the Superior Court rendered on April 22, 2009 by the Honourable Jean-Yves Lalonde. The case arose out of the bankruptcy of Stonehaven Country Club Resort & Spa L.P. (“Stonehaven”)(1) ; the Court had to rule on the validity of Investissement Québec’s claim against the bankrupt co mpany ...
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 ...
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 ...
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 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 ...
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 ...
I. INVESTING EM ANGOLA TODAY: INTERNATIONAL TAX MANAGEMENT At times the interest Portuguese companies have in the Angolan market has lived alongside the fear that there are factors that discourage investment in the country. In contact with businesspeople linked to a wide variety of sectors, we have been able to witness on the one hand, demonstrations of high levels of motivation and, on the other hand, signs of scepticism as to what the virtues of investing in Angola may be ...
FOREIGN REPORTING: A COSTLY OVERSIGHT - Tax authorities have developed various means of verifying international structures. More specifically, these compliance tools take the form of information returns which target operations involving non-residents and foreign property held by certain Canadian taxpayers. Although the requirement to file these returns has been in existence for many years, taxpayers and sometimes their advisers seem to be unaware of them ...
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 ...
Contents * Foreign Reporting: a Costly Oversight, * The Act Respecting the Legal Publicity of Enterprises and Limited Partnerships: We Win, We Lose… Maybe! * What Should You Do When Tax Authorities Pay a Visit to Your Client? * Beware of Hybrid Sales Transactions Involving Assets and Shares! FOREIGN REPORTING: A COSTLY OVERSIGHT Pascale Blanchet [email protected] Luc Pariseau lpariseau@lavery ...
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 ...
What are the current gift tax rules and what will happen in 2013? Prior to January 1, 2011, the gift tax exemption was $1,000,000, meaning you could give away $1,000,000 over the span of your life without having to pay a gift tax. For 2011 and 2012, you can give away up to $5,000,000 without a gift tax. That is five times the amount previously allowed. If the aggregate amount of your gifts exceeds $5,000,000, the gift tax rate during 2011 and 2012 is 35% (reduced from 45% in 2009) ...
On May 4, 2011, an important Bill was presented by the Minister for Finance, Mr. Alain Paquet. The effect of Bill 7, entitled An Act to amend various legislative provisions concerning the financial sector, is, among other things, to amend section 115 of the Act respecting the distribution of financial products and services (“ARDFPS”) and to add sections 115.1 to 115.9 ARDFPS ...
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 IRS has apparently increased its focus on unrelated business taxable income (“UBTI”) of tax-exempt organizations. At a conference last month, IRS officials indicated they are looking closely at UBTI in all contexts with respect to exempt organizations, including conducting a long-term study on college and university treatment of UBTI ...
