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 ...
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 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 ...
Expulsion due to ADHD was unwarranted. The Supreme Court held in its judgment of 13 June 2013. The case concerned a paralegal who was expelled from a fixed-term contract after four days of work on the grounds that she had failed to inform the employer that she was suffering from ADHD that her special needs would place too great a burden on her colleagues and the Office clients demanded great spontaneity, flexibility and tolerance ...
A bill on the legal status of temporary agency workers in connection with stationing by an employment agency etc. has been adopted, and the act will thus become reality effective as of 1 July 2013. The act has implemented the Temporary Agency Workers Directive which serves to protect temporary agency workers and improve the quality of the work of temporary agency workers by introducing a principle of equal treatment between termporary agency workers and the user companies' own employees ...
In the recent case of PPG Holdings BV, the Court of Justice of the European Union (CJEU) held that employers with defined benefit pension schemes established as separate legal entities can reclaim VAT charged on administration and investment management services provided to the scheme in certain circumstances. PPG had a DB scheme established as a separate legal entity ...
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 ...
Effective July 31, 2013 the Federal Government announced new rules relating to the temporary foreign worker program. It has advised that the changes are being made to ensure that Canadians are given the first chance at available jobs. The changes include the following: 1. Employers must now pay a processing fee for a Labour Market Opinion (“LMO”) of $275 for each position requested. This is estimated to cover the cost of the LMO ...
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 ...
Not for the first time the fashion industry is under fire for its recruitment policies. Could requiring staff to have a certain 'look' be the next form of discrimination? It was reported last week that Abercrombie & Fitch, the US clothing retailer is being investigated by the French human rights watchdog over claims that it hires only good-looking staff ...
Third party insurers are not entitled to enforce an insured’s defense, indemnification or insurance rights in a master services agreement (“MSA”) according to a three-judge panel of the Fifth Circuit Court of Appeals in an opinion issued on July 5. See Duval v. Northern Assurance Company of America, __ F.3d __, 2013 WL 3367483 (5th Cir. July 5, 2013) ...
The pre-hiring process is a key step to the viability of the employer‑employee relationship. Both the employer and the applicant must not underestimate the importance of this process which establishes the basis of their contractual relationship ...
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 ...
From today, 29 July 2013, the following provisions will come into force under the Enterprise and Regulatory Reform Act: • Renaming of compromise agreements as "settlement agreements". This change will be accompanied by new rules on pre-termination negotiations, which are to be finalised later this year ...
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)
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 insolvency of one or other of the parties to a dispute has become commonplace in recent times, particularly in construction related disputes. Practitioners are becoming increasingly knowledgeable about the implications of insolvency on procedure and the potential remedies available ...
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 ...
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 ...
