In a decision of first impression, a federal district court has held that the “clawback” provision of Sarbanes-Oxley permits the SEC to seek reimbursement of incentive-based compensation from CEOs and CFOs of companies that restate their financial statements as a result of misconduct, even if the CEO and CFO had no personal involvement in such misconduct ...
When reviewing the portfolio of services, authorities are often faced with the question of how it can obtain more value for money for particular services. This usually involves considering whether to outsource a particular service to private sector. Sometimes authorities look to combine their respective operations of a particular service to achieve economies of scale (and/or scope) or to swap capacities or services with each other ...
The Quebec Court of Appeal recently rendered a long-awaited decision in a consumer protection class action. On February 26th, the Court dismissed the main appeal and cross-appeal in Brault & Martineau Inc. vs. Riendeau(1) for the reasons for which were written by Justice Duval Hesler, which were endorsed by both Justice Gendreau and Justice Dal phond ...
In an opinion issued last week, Merck & Co. v. Reynolds, 559 U.S. __ (2010), the Supreme Court significantly curtailed the ability of defendants to assert the statute of limitations as a defense to a securities fraud claim under § 10(b) of the Securities Exchange Act of 1934. The decision makes it less likely that courts will dismiss, on statute of limitations grounds, cases filed within five years of the alleged fraud ...
The recent healthcare reform legislation requires group health plans to provide coverage for children up to age 26, without regard to marital or student status ...
[a version of this article first appeared in the May 2010 Issue of Competition Law Insight] A Competition Law Injection into the Health Service? Introduction The injection of competition and market-based principles into the UK's National Health Service (NHS) during recent years has, to state the obvious, been (and remains) highly controversial ...
European Court ready to reject privilege protection for in-house lawyers The Court of Justice of the European Union (CJEU) is on course to continue to deny legal professional privilege (LPP) to legal advice given by in-house lawyers in EU competition law investigations ...
New legislation means it is more important than ever that organisations have effective anti-bribery measures in place. The dissolution of Parliament took place on 12 April. As part of the 'wash-up' process before this date the Bribery Bill received Royal Assent and will become law throughout the UK later this year ...
With increased scrutiny and regulation by Congress and the Internal Revenue Service, it is becoming more important for non-profits to focus on compliance with both federal and state rules. Under Texas law, non-profit corporations are prohibited from making loans to officers, directors, or members. Directors who approve a prohibited loan and officers who participate in making a prohibited loan are jointly and severally liable to the corporation for the total amount of the loan until it is repaid ...
Haynes and Boone, LLP Partner Larry Pascal hosted a seminar addressing important business and legal developments in Costa Rica, including opportunities in the electricity, telecommunications, transporation infrastructure, insurance, outsourcing and the real estate sector ...
The Financial Industry Regulatory Authority (FINRA) issued a Regulatory Notice to its members (FINRA Regulatory Notice 10-22) outlining and reminding them of their regulatory responsibilities in connection with Regulation D private placement offerings. Among other things, members are required to conduct a reasonable investigation of any offering in order to satisfy suitability obligations ...
On April 8, 2010, the United Kingdom adopted The Bribery Act, and all U.S. companies with operations in the U.K., that employ U.K citizens, or that engage in activities involving U.K. facilities or resources, such as British bank accounts, should take note. In summary, the Bribery Act creates a corporate criminal offense for bribes paid by the company unless the company shows that it had “adequate procedures” in place ...
The Bribery Bill has finally become law, introducing a completely new regime with which British businesses will need to comply. The old law has been widely criticised, with the Organisation for Economic Co-operation and Development stating recently that it was ‘characterised by complexity and uncertainty’ ...
This alert summarizes the major provisions of the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (together with the PPACA, the “Act”) that will impact employers and their group health plans (“GHPs”) ...
Although the regulations eliminating the advance ruling process have been in place since the end of 2008, we continue to receive questions from public charity clients regarding the need to prove public support after an organization’s first five tax years. In conjunction with the new Form 990, the IRS eliminated the advance ruling process, which previously required a public charity to file Form 8734 to prove it was publicly supported during its first five years ...
Over much of the last decade it has been widely reported that Australia's export infrastructure is in a state of crisis. The focus of these concerns has been the supply chain serving the multi-billion dollar coal export industry. Lengthy ship queues became a symbol for a lack of planning and investment in rail and port infrastructure.This issue lost much of its prominence as commodity prices tumbled and the demands on the supply chain eased ...
The tightening of the credit market in Australia has led a significant number of companies to explore raising further capital by issuing additional equity to new or existing holders. Unlike taking on additional debt, the issue of new equity by a company can result in a change of control. Where the company is listed on the Australian Securities Exchange (ASX), this may give rise to various issues under both the Corporations Act and the ASX Listing Rules ...
Schemes of arrangement continue to be a popular method of structuring friendly takeovers. Schemes are also a conventional mechanism for accomplishing internal reconstructions such as demergers, demutualisations and changing the principal listing or jurisdiction of incorporation of a company (so-called 're-domicile' schemes). Given the prevalence of schemes in the Australian market, it is timely to consider the impact of recent reforms proposed for schemes ...
Investments or acquisitions in convertible notes and options are now subject to the same approval requirements as investments or acquisitions in shares. The monetary thresholds applicable to private business investment have been raised with effect as of 1 January 2010 to total assets of the investee of A$231m and, for U.S. investors, A$1004m ...
The recent case of Mervyn’s LLC v. Lubert-Adler Group IV, LLC, et al. (In re Mervyn’s Holdings, LLC),1 serves as a warning to sellers and equity firms participating in leveraged buyouts to be wary of the effect such buyouts will have on creditors of the target company ...
The March 4, 2010 Federal Budget introduced some targeted measures of interest to companies in the technology industry, as well as private equity and venture capital funds investing in technology companies ...
Canada’s new regime for addressing criminal cartels is now in force. The Federal Government introduced the most sweeping changes to the Competition Act in 25 years in March of 2009. One of the most significant amendments made was to the conspiracy law provisions. The introduction of the new conspiracy enforcement regime was delayed one year, to March 12, 2010, and is now in effect ...
On March 22, 2010, the Third Circuit released its long-awaited ruling in the Philadelphia Newspapers case regarding the applicability of credit bidding. In Philadelphia Newspapers, the proposed plan of reorganization provided for a sale of assets free of the liens of the secured creditors without allowing the secured creditors to credit bid on the assets ...
On 28 December 2009 the Indonesian Ministry of Law and Human Rights issued a letter (the “MOLHR Letter”) in which the Ministry clarified that in their view, at least until the implementing regulations have been issued, contracts in the English language only should continue to be valid and not void or voidable and that the implementing regulations for Law No. 24/2009, when issued, will not be retroactive ...
Presidential Regulation on Investment Applications within the Framework of Integrated one Door Services (“PR 27/2009”) was issued on 23 June 2009 to simplify investment procedures by creating a one-door-integrated-services system.To further implement PR 27/2009, in late December 2009, the Indonesian Investment Coordinating Board (“BKPM”) enacted 4 BKPM regulations: a. Regulation No ...
