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 ...
Small organizations at risk of losing their tax-exempt status for failure to file annual returns for 2007-2009 (including the Form 990-N or “e-Postcard,” required for organizations whose annual gross receipts are normally $25,000 or less) can maintain their tax-exempt status by filing returns by October 15, 2010. The IRS website (www.irs ...
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 ...
UK Bribery Act 2010 – the international dimensionThe Bribery Act 2010, which is due to come into force later this year, has international business and activities firmly in its sights. Practitioners who are used to the wide geographical scope of US legislation such as the Foreign Corrupt Practices Act may be surprised by the extent to which, under the Act, the UK courts will seize jurisdiction over offences committed abroad ...
Dear Sirs, On June 1, 2010 the Government of the Russian Federation adopted amendments to the Decree of the Government of the Russian Federation on Establishing Value of Assets of Credit Organizations for the Purposes of Antimonopoly Control No.335 dated May 30, 2007 (hereinafter “Decree on Establishing Value of Assets of Credit Organizations”) ...
The use of hydraulic fracturing has made it economically possible to produce hydrocarbons from reservoirs which previously would have been uneconomical to develop. Now, an extraordinary oil and gas boom is afoot in America, and onshore natural gas production is advancing at an extraordinary pace. For some states, this production is without historical precedent ...
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”). The Pay-to-Play Rule is primarily designed to prohibit investment advisers from making political contributions to influence their selection as investment advisers for government investment accounts such as public pension plans ...
Insolvency Law can hardly reconcile business preservation and creditors satisfaction, so it usually sacrifices one or the other principle being therefore qualified as more or less debtor friendly. The question is whether preservation of business should take place in a prior stage, that of the pre- insolvency, leaving liquidation for the terminal insolvency situations ...
On June 28, 2010, the United States Supreme Court announced its decision on Bilski v. Kappos regarding what inventions are eligible for patent protection. The decision affirms that business methods are patentable, although the specific business methods at the center of the case are not. While stating that no single test governs the issue, the Court approved of the use of the “machine-or-transformation test” that the Federal Circuit had distilled from earlier Supreme Court cases ...
The U.S. Supreme Court today (June 28, 2010) handed down its highly-anticipated opinion in the case of Bilski v. Kappos, Case No. 08-964. The Supreme Court affirmed the decision of the Court of Appeals for the Federal Circuit and held that the subject matter of Mr. Bilski’s patent application was not patentable subject matter. However, in ruling against Mr ...
In an opinion issued last week, Morrison v. National Australia Bank Ltd., 559 U.S. __ (2010), the Supreme Court held that foreign plaintiffs cannot use the U.S. Securities laws to sue foreign issuers based on foreign stock purchases: a ruling that sounds the death knell for these so-called “foreign cubed” cases. Rejecting decades of lower-court case law on the extraterritorial reach of the U.S ...
* SMEs are not Immune from Class-Actions Suits in Competition Law * SMEs and Trade-Marks * Dividing up Corporate Shares in the Event of Divorce, Separation from bed and Board, or Dissolution of a Civil Union. SMEs ARE NOT IMMUNE FROM CLASS -ACTION SUITS IN COMPETITION LAW ...
A new campaign finance bill, introduced on April 29 in the House, April 30 in the Senate, and sponsored by Senator Chuck Schumer and Representative Chris Van Hollen, would impose new spending restrictions and disclosure requirements. The bill is the Democrats’ first response to the U.S. Supreme Court’s recent opinion in Citizens United v. Federal Election Commission, which struck down certain restrictions on corporate and union political expenditures encompassed in the McCain-Feingold Act ...
The recent volcanic cloud and flight bans in Europe remind us of the damaging impact that mother nature can have on businesses. Even after the ash has cleared and flights are fully operational again, the extent of the disruption caused by the ash clouds may linger for many years in the form of contractual disputes ...
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 ...
