On September 30, 2010, in In re American Safety Razor, LLC, et al., Case No. 10-12351 (MFW), the United States Bankruptcy Court for the District of Delaware ruled that the debtors’ proposed bid procedures for the sale of the business were unfair and unreasonable. The bid procedures, among other things, provided too much discretion to the debtors in the auction process. 363 Sales in General Section 363 of the Bankruptcy Code provides authority to sell a debtor’s assets ...
On October 5, 2010, Judge Bruce Black of the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”) issued a ruling in the River Road Hotel Partner LLC, et. al. (the “Debtors”) bankruptcy cases denying the Debtors’ bid procedures motion incident to plan confirmation. The bid procedures motion, among other things, sought the denial of secured creditor’s right to credit bid ...
On Monday, in Versata Enterprises, Inc. and Trilogy, Inc. v. Selectica, Inc ...
Charitable fundraising activities in multiple states—and even in multiple cities, municipalities, and counties within Texas—can potentially create a compliance risk. Although not regulated by the IRS, many state and/or local authorities have adopted charitable solicitation registration and reporting requirements. In addition, the revised Form 990 requires a disclosure regarding compliance with state rules ...
On October 4, 2010, less than six weeks after approving new rules to facilitate shareholders’ rights to nominate directors, the SEC postponed the effectiveness of the rules. As a result of this postponement, in the upcoming proxy season companies most likely will not have to address the new shareholder proxy access rules. In the Order granting the postponement, the SEC granted a request by the Business Roundtable and the U.S ...
Hunton & Williams announced today the launch of its new website — the Hunton & Williams Health Care Reform Center, huntonhealthcarereform.com ...
* Disclosure Rules Applicable Prior to the Sale of Additionnal Warranties * Attornment of Jurisdiction Clause set Aside in Bankruptcy Proceedings * What to do When Your Lessee Declares Bankruptcy DISCLOSURE RULES APPLICABLE PRIOR TO THE SALE OF ADDITIONNAL WARRANTIESLUC THIBAUDEAUlthibaudeau@lavery ...
The hospital has lost lengthy legal proceedings about the uninsured patients from the governments of the Netherlands Antilles and Curaçao. The governments are not obligated to write a “blank check”, as it were, for the costs Sehos had to incur for uninsured persons that cannot be recovered, according to judge Van Schendel yesterday ...
Dubai: Afridi & Angell - Stuart Walker, Partner quoted in this article: There are still a number of challenges which start-ups should be well aware of. These include, but are not restricted to, getting the financing through, the relatively high operational costs and labour considerations. Image A belief of sorts exists that only those with a long and direct exposure to the local marketplace can set up and successfully run a business here ...
The Bribery Act 2010 is due to come into force in April 2011, with significant implications for organisations incorporated or formed in the UK. It also affects those carrying out their business or part of their business in the UK wherever in the world they were incorporated or formed. The Act goes much further than the existing legislation and similar foreign legislation, such as the US Foreign and Corrupt Practices Act ...
Although the Obama administration and Senator Reid (D-NV) have not altered their position to keep used nuclear fuel out of Yucca Mountain and the President’s Blue Ribbon Commission continues to meet to develop a nuclear waste strategy (even though a coherent strategy was enacted in the Nuclear Waste Policy Act), the Nuclear Regulatory Commission (NRC) has reaffirmed its confidence in the ability of licensees to be able to safely store high-level nuclear waste ...
Recently, the Federal Trade Commission (“FTC”) proposed changes 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 or Antitrust Division of the U.S. Department of Justice (“Agencies”) for their review of certain proposed transactions with a value in excess of $63.4 million (the current size of the transaction threshold) ...
In two actions released last week, the Securities and Exchange Commission (“SEC”) signaled its new focus on credit rating agencies and foretold the seriousness with which it will approach the expanded regulatory authority granted to the SEC by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). On August 31, 2010, the SEC released a Section 21(a) report on its investigation of Moody’s Investors Service, Inc ...
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC") on August 25, 2010. The series of amendments to the federal proxy access rules, passed by a 3-2 vote, is designed to facilitate shareholders' rights to nominate directors by requiring a company to include shareholder nominees in the company's proxy materials ...
When a business owner has entered into a confidentiality agreement and a letter of intent (“LOI”) and has provided a potential buyer with requested due diligence materials, it is time to document the sale of the business with the transaction documents, including a purchase agreement, a bill of sale, and many other items (often the transaction documents are negotiated on a parallel basis while the due diligence process is underway) ...
When a donor attempts to cancel or withdraw from a charitable pledge, many organizations choose not to enforce the pledge in the spirit of donor and public relations. However, it is important to understand that charitable pledges can be legally enforceable obligations. Following is a summary of Texas law regarding enforceability of pledges ...
The use of hydraulic fracturing, sometimes called "fracking," has made it economically possible to produce hydrocarbons, mainly gas, from the central Appalachian region of the eastern United States. Shale gas development from the Marcellus Shale is focused in four states: New York, Pennsylvania, West Virginia and Ohio. These states are now facing environmental and surface-use issues which may be unfamiliar to developers from outside the region ...
INITIATING THE SALE PROCESS – THE LOI When a business has located a potential buyer and is presented with a purchase offer (sometimes referred to as a letter of intent or “LOI”), many issues arise from that offer, including (i) the necessity of entering into a confidentiality agreement, (ii) the evaluation of the purchase offer, and (iii) the navigation of the due diligence process ...
Casa Grüter, a small domestic grocery store chain, created quite a commotion in Paraguay when it accused its distributors into boycotting them. According to publications in local newspapers, the larger supermarkets had supposedly told numerous domestic distributors they would stop doing business with them if they continued doing business with Casa Grüter ...
On 25 May 2010, the Government issued a new List of Business Activities which are Closed and Business Activities which are Open for Investment with certain Requirements (the Negative List), which became effective as of the same date.The new Negative List revokes and replaces the Negative List of 2007, and also introduces some new concepts ...
The Head of the Capital Markets and Financial Institutions Supervisory Agency (“Bapepam-LK”) recently issued a new decision, No. KEP-105/BL/2010, with the new Rule No. XI.B.2 attached. This decision sets out the rules governing share buy-backs in issuers and public companies to align them with the share buy-back requirements under Law No. 40 of 2007 regarding Limited Liability Companies (the “Company Law”) ...
When business owners contemplate the sale of their businesses, initial questions of where to start, what types of activities are required, and how to negotiate the sale process are commonplace ...
In order to prevent disruption to public services, parties looking to challenge decisions by public authorities (local councils, government departments, etc) have an obligation to bring their claims – including any claims that rely on EU law – within a reasonable time ...
The Dodd-Frank Financial Reform Bill: New Reporting and Regulatory Requirements Imposed on Public Companies, New Investor Protection Elements, and New Responsibilities and Powers Given to the SEC On July 21, 2010, President Obama officially signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which represents the most sweeping regulatory overhaul of the financial markets since the Great Depression ...
Tax Rates are Rising! This alert highlights the imminent changes to the tax laws in 2011 (e.g., the sunset of the Bush era tax cuts) and the changes that will arise in later tax years (e.g., tax provisions contained in certain parts of the recently enacted health care legislation) that may affect a decision to sell your business this year ...
