Each summer, I review judgments dealing withcontract law issues looking for decisions of relevance to commercial lawyersand business leaders.[1] Contract law principles typically do notchange overnight; rather, they are modified incrementally. Where I find a case that illustrates anincremental change, I use it as a springboard for discussing the state of thelaw on the particular issue and how it affects commercial practice ...
The United States Supreme Court heard arguments earlier this month in three important securities cases regarding the preemptive scope of the federal securities laws. At issue is the meaning of the phrase “in connection with the purchase or sale of a covered security” under the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) ...
Whilst adding some clarity, the case doesn't make a "no MAC in financial condition" representation any easier for a lender to rely upon.MAC in loan agreementsMAC definitions come in many forms but generally refer to changes which have an adverse effect either on the borrower's business generally, its financial condition, and/or the ability of the lender to call on its security ...
Invoice financing includes factoring, invoice discounting and asset-based lending. It can be accessed by the SME and corporate market to unlock the value of unpaid debts and assets of a business, such as stock, plant and machinery.This type of financing has distinct advantages. In invoice discounting, funders may be able to offer up to 85% of the value of unpaid debts well before that debt is due to be paid. This dramatically reduces the credit cycle, getting cash back into the business sooner ...
FCA clarifies applications timetable The transitional period for the implementation of AIFMD in the UK ends on 22 July 2014 and existing alternative investment fund managers' (AIFMs) must hold the correct Part 4A permission by that date ...
BackgroundOver the last 15years, governments around the world have indicated their willingness to implement laws prohibiting the bribery of foreign public officials (a “Foreign Official”) in connection with attempting to secure a business advantage. While Canada has had anti-corruption legislation in place since 1998 in the form of the Corruption of Foreign Public Officials Act (Canada)1 (the “CFPOA”), it has been limited in scope and minimally enforced by Canadian authorities ...
In September 2013, the Texas Commission on Environmental Quality updated its guidance on the use of the Texas Environmental, Health, and Safety Audit Privilege Act to reflect changes recently made by the 83rd Texas legislature to allow prospective purchasers of facilities to take advantage of the protections afforded by the Act ...
The Fifth Circuit Court of Appeals recently held that a company may be liable for weak cybersecurity measures that cause another party economic injury, even if there is no contractual relationship between the parties. This holding could signal an expansion in cyber liability and is yet another reason for companies that manage sensitive data to ensure they have effective cybersecurity measures in place. The case, Lone Star National Bank NA, et al. v. Heartland Payment Systems, Inc ...
On September 18, 2013, the U.S. Securities and Exchange Commission (the “SEC”) approved for public comment a proposed rule (the “Proposed Rule”) to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding CEO pay ratio disclosure. Under the Proposed Rule, public companies would be required to disclose the ratio of the annual total compensation of its CEO to the median annual total compensation of all the company’s other employees ...
OVERVIEW:Good governance can and should create value for SMEsGood governance can constitute protection against a director’s potential liabilityThe general duties of the director of a SME are the same as those of the director of a large corporation (care and loyalty)The terms for complying with duties and implementing governance should be simple and practical in the context of a SMEAn adequate structure and openness by management must be present before agreeing to act as an external directorS
An important, and often overlooked, arrow in the quiver of any company defending itself against potentially devastating class litigation is the implicit requirement of “ascertainability.” Before a class can be certified, a plaintiff must demonstrate by a preponderance of the evidence that the members of the class are currently and readily identifiable based on objective criteria ...
The Turks and Caicos Islands (TCI) has just enacted a revamped investor residency programme, entitling successful applicants to a permanent residence certificate (PRC). Qualifying criteriaThe qualifying criteria are:- Villasa. Investment of not less than $300,000 in actual construction of a new home, or in renovation of a distressed property as a home for the applicant and his or her dependants, on the islands of Grand Turk, Salt Cay, South Caicos, Middle Caicos or North Caicos; orb ...
CONTENTS Easing the financing rules while waiting for crowdfundingAvoiding disputes by entering into a shareholders’ agreementTenth anniversary of Bill 72 : Land protecton and rehabilitation EASING THE FINANCING RULES WHILE WAITING FOR CROWDFUNDINGJosianne BeaudryThere is no doubt that small and mediumsized enterprises (“SMEs”) and businesses in the startup phase (also known as early- stage businesses) face multiple challenges when seeking financing ...
In June 2013, the Land and Environment Court handed down a judgment in a case concerning parent company liability for environmental pollution caused by a subsidiary, (Case No. M 11429-12). Initially, we give a brief description of the term operator followed by an account of the judgment in question ...
By: Oleksandr Voznyuk, Anastasia Usova1 General1.1 Please identify the scope of claims that may be brought in Ukraine for breach of competition law.In the context of private enforcement in respect of competition law infringements, the following types of claims may be brought before the courts:a) Claims seeking cease-and-desist orders ...
Starting a business venture with others is an exciting prospect. However, because owners tend to put (understandably) on getting the company off the ground, they the important step of putting in place a business agreement founding partners., commonly known as shareholder agreements, are vital and understanding between investors on key matters relating to the company ...
Gender diversity on corporate boards is a hot issue in Canada. A recent report by TD Economics showed the extent of the disparity between Canada and other developed economies. Women represent only 11% of board members for companies in the S&P/TSX Composite Index, with 43% of boards being all-male and 28% having just one female board member ...
Trusts and Private Foundations often serve the same purposes. One transfers goods (money, real estate, shares, etc.) to an Private Foundation or trustee to be managed for the benefit of one or more others. Those “others” can be the ones who have transferred the goods to the trustee or the Private Foundation, but not necessarily so ...
The White House recently issued a report outlining potential incentives that may be available to companies that adopt the voluntary cybersecurity framework currently being developed by the National Institute of Standards and Technology (the “Framework”). Both the incentives program and the Framework are being developed pursuant to the February executive order aimed at improving the cybersecurity of America’s critical infrastructure (read our prior coverage of the executive order here) ...
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 ...
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”) ...
A creditor affected by asset-stripping by a debtor doesn’t have to remain a passive victim of dishonesty. Creditors have probably had trouble since time immemorial with dishonest debtors—ones who deliberately and unlawfully attempt to escape from their obligations ...
