Issues surrounding the election of Directors of Public Companies gained the attention of Canadian Securities Regulators in the last years due to concerns expressed be large institutional directors that current Canadian Rules regarding the election of Directors were not Democratic nor aligned with current practices in other countries ...
Federal statutes and regulations impacting the banking industry run the gamut from a basic forgery to fraud and insider trading. Financial institutions need to be informed and know where to turn if illegal activity is discovered by bank management or if the bank is the focus of a federal investigation ...
On October 29, 2012, the UK Information Commissioner’s Office (“ICO”) served private sector financial services company The Prudential Assurance Company Limited (“Prudential”) with a monetary penalty of £50,000 in connection with a serious violation of the Data Protection Act 1998 (“DPA”). The violation concerned a mix-up involving Prudential customer details ...
What is an illegal contract and is it enforceable? If an illegal contract is unenforceable, does the party who received its benefit get to keep that windfall? The short answer to the first question is that a contract is illegal when it is either contrary to a statute or is contrary to public policy. Generally, illegal contracts are not enforceable. The answer to the second questions is “it depends” ...
A new Regulation on Corporations has recently entered into force in Chile (the “New Regulation”). It aims essentially to complement the provisions of the Law on Corporations, updating the rules established in the prior Regulation on Corporations, clarifying or specifying certain articles that raised questions, adjusting the applicable provisions to the latest legal amendments and making certain practical aspects easier ...
On 18 October the Department for Business, Innovation & Skills (BIS) released a set of draft regulations designed to reduce the complexity involved in narrative reporting for large British companies and increase transparency. Changes will take effect from October next year, meaning quoted companies with reporting years ending on or after 1 November 2013 will need to change the form and content of their reports ...
As part of the new Flex BV Act that came into force in the Netherlands as per 1 October 2012, also a revised statutory dispute settlement procedure (wettelijke geschillenregeling) was introduced. This procedure can be used in two ways. Firstly, the procedure offers shareholders, under certain circumstances, the opportunity to force a shareholder to sell its shares (‘squeeze-out’ or uitstoting) ...
The Supreme Court of Canada decision in R v Cole, 2012 SCC 53 may have a significant impact on how employers manage the use of digital devices in the workplace. While a constitutional and criminal decision at its core, the case nevertheless recognizes the importance of employees’ reasonable expectation of privacy when using work computers and other digital devices. In Cole, the accused was a high school teacher who was issued a laptop computer by his employer ...
On 1 August 2012, the Indonesian Capital Market and Financial Institution Supervisory Board (“Bapepam-LK”) issued a new regulation on Annual Reports of Public or Listed Companies, Bapepam-LK Regulation Number X.K.6. The regulation requires information on the primary and directly or indirectly controlling shareholders of listed companies, up to individuals, to be provided in the form of a scheme or diagram in their annual reports ...
FAQ on the Belgian Pre-Contractual Information in the Framework of Commercial Co-operation Agreements Act of 19 December 2005.Belgium has a specific legal regime protecting the economically weaker party in certain commercial partnership agreements (i.e. the Pre-Contractual Information in the Framework of Commercial Co-operation Agreements Act of 19 December 2005 – “the Act”) ...
Meteorologists dubbed Hurricane Sandy a “perfect storm” or “superstorm” long before it even made landfall on the East Coast, and it lived up to those terms. Sandy brought gale-force winds, flooding, heavy rain, and snow to much of the Eastern Seaboard and the Northeast, including densely populated areas such as Washington, D.C., Baltimore, New York City, and Boston ...
UK Bribery Act: Serious Fraud Office publishes revised policies for facilitation payments, business expenditure and corporate self-reporting An important announcement for multinational organisations with business links in the United Kingdom. The Serious Fraud Office in the United Kingdom has published revised policies for facilitation payments, business expenditure and corporate self-reporting that take immediate effect ...
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted a new EDGAR Filer Manual,1which provides that effective October 15, 2012, emerging growth companies under the Jumpstart Our Business Startups Act (“JOBS Act”) must now use EDGAR to submit confidential draft registration statements ...
The use of social media is now a fact of life, but many employers are struggling to keep up with the consequences of rapid technological change.Technology develops fast: it is hard to believe that Twitter has only been with us since 2006. The law moves more slowly and regulating new employee behaviours within the existing legal framework can be a challenge ...
The constitutional right to privacy was discussed in the decision promulgated on 18 October 2011 by the Philippine Supreme Court (SC) in the case of Briccio “Ricky” A. Pollo v. Chairperson Karina Constantino-David, et al. (G.R. No ...
In general, corporate legislation in Canada provides that if a corporation engages in specific types of transactions, such as an arrangement or amalgamation, shareholders are entitled to vote against the transaction. If the transaction is nevertheless approved, shareholders can then exercise a right to dissent and be paid fair value for their shares. Last month, I blogged that a chambers judge in the Yukon had allowed beneficial shareholders to exercise a right of dissent ...
In an article published in the 09 August 2012 issue of Law Technology News, lawyer and media consultant Robert J. Ambrogi of Massachusetts gave some tips to keep social networking in line with ethics. First, remember that the same rules apply. Blogs, social networks, Twitter, and the like remain relatively new forms of media, but the same old ethical rules apply. Second, do not betray client confidences ...
Not having to convene a shareholders meeting makes the decision-making process more easy for shareholders. Under the Act on simplification and flexibilisation of rules governing Dutch BV's (the "Flex BV Act") that entered into force on 1 October 2012, it has become easier to pass shareholders resolutions outside a meeting ...
China International Economic and Trade Arbitration Commission (CIETAC), the largest arbitration commission in China, recently surprised the international arbitration community by prohibiting its two sub-commissions in Shanghai and Shenzhen to accept any further arbitration applications or otherwise to act in the name of CIETAC, just shortly after the new CIETAC Arbitration Rules have entered into effect on 1. May 2012 ...
Editor’s Note: Since the DealThink series began, we have focused on various M&A and governance issues facing general counsel of public companies. We would like to broaden the discussion to include the expertise of “specialist” attorneys (e.g., tax, employee benefits, intellectual property) with whom general and outside corporate counsel will likely consult and rely upon during the course of an M&A transaction ...
Temporary Suspension of the Definition of Pension Plans (employees' deductible expenses) as those approved by the “Corresponding Authority” Provisional Suspension of mandatory use of Banking System to evidence Payments and Disbursements of Expenses Higher than Q.30,000 ...
With election fever in full swing, you might expect governing to take a back seat to politics. However, on September 28, 2012, President Obama signed Senate Bill 3245 into law. Senate Bill 3245 renews four U.S. Department of Homeland Security-administered programs, including E-Verify and the EB-5 Regional Center program. As such, both programs have been extended by three years from their original termination dates of September 30, 2012 to September 30, 2015 ...
On Aug. 31, 2012, the United States Court of Appeals for the Second Circuit issued its decision in In re Charter Communications Inc., (2d Cir. Aug. 31, 2012), expressly adopting an abuse of discretion standard for reviewing equitable mootness determinations ...
As required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the final rule issued by the U.S. Securities and Exchange Commission (the “SEC”) in June 2012, the New York Stock Exchange (the “NYSE”) and NASDAQ each issued proposed rules on the independence of compensation committees and their advisers on September 25, 2012. The proposed rules are subject to approval by the SEC ...
Last summer, North Carolina adopted into law "An Act to Require Counties, Cities and Employers to Use the Federal E-Verify Program to Verify the Work Authorization of Newly Hired Employees" (the "Act"). What this means to private employers is that depending on the size of your workforce, you may be required to use the E-Verify program for all hiring. Effective October 1, 2012, all North Carolina employers with more than 500 employees must use the E-Verify program ...
