Investors analysing the possibility to acquire a Chilean corporation should carefully consider the specific structure of corporate control governing most of the legal entities in Chile, since it strongly determines the way mergers and acquisitions are carried out in this country ...
We are seeing a definite upswing in the number of entrepreneurs and start-ups for myriad reasons (including, as one example, the recent enactment of Law 14/2013, of September 27, 2013, to support entrepreneurs and their internationalization). As a result, we have decided to launch a series of posts on the subject of start-ups and the world of the entrepreneur. This first post discusses the shareholders’ agreement because from a legal angle it is one of the cornerstones of any start-up ...
The news has been filled with stories of high-profile data breaches, exposing breached companies to intense and negative scrutiny from lawmakers, regulators, media, customers, and plaintiffs’ attorneys. Other companies that handle personal information have been asking us how they can avoid a similar fate. In the coming weeks, we will be exploring that issue through our special series, "A Desk Guide to Data Protection and Breach Response ...
Administrative fines and increased fees for exploitation of the environment are increasingly included in environmental regulations as sanctions. Lawmakers in Poland more and more often provide for administrative financial sanctions for environmental violations because they are more convenient to enforce than criminal sanctions, which require proof of fault on the part of a specific perpetrator. Moreover, criminal liability may be imposed solely on individuals ...
Welcoming the ASEAN Economic Community in 2015, the Indonesian Government is planning to revise the current Negative List (Presidential Regulation No. 36 of 2010) to create more business opportunities for foreign investors and to improve the nation’s competitiveness. The Investment Coordinating Board (“BKPM”) is currently drafting the New Negative List in coordination with several other relevant government authorities ...
On January 17, 2014 the Bankruptcy Court for the District of Delaware issued a ruling in Fisker Automotive Holdings, Inc., et. al., Case No. 13-13087 (KG), which highlights potential risks to both secured creditors and purchasers of claims in bankruptcy section 363 sales. The facts in Fisker are straightforward ...
On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC adjusts the thresholds annually to reflect changes in the gross national product. The revised thresholds will apply to any transaction closing on or after the effective date, which is 30 days after formal notice is published in the Federal Register ...
On January 9, the US District Court for the Northern District of California found that Bazaarvoice Inc. violated Section 7 of the Clayton Act by acquiring its primary rival, PowerReviews Inc. — launching the new year with a significant merger trial win for the Antitrust Division of the US Department of Justice (DOJ). But, this case also is important for businesses analyzing antitrust risks associated with potential competitor acquisitions ...
Sierra Club v. Bostick (W.D. Oklahoma) In June 2012, environmental groups filed suit in the US District Court for the Western District of Oklahoma challenging the US Army Corps of Engineers’ issuance of Nationwide Permit (NWP) 12 for utility line projects, and use of NWP 12 for the Keystone Pipeline Gulf Coast Project.Sierra Club v. Bostick, 5:12-cv-00742-R (W.D. Oklahoma) ...
In the United States, new rules will soon be taking effect making consideration of vapour intrusion risk a mandatory step in the Phase I environmental site assessment (ESA) process. Companies should review their real estate portfolios and consider whether properties may be at risk. In Canada, mortgage financing and asset sales are expected to be affected by the new diligence standard (that includes checking for vapour intrusion risks) in the near future ...
Traditionally, the estate administrator’s main duty has been to liquidate the machinery of the estate as quickly as possible. But there are alternative possibilities. Instead of seeing the bankruptcy estate as a pile of assets left behind by a company that has gone through financial hardship, smart thinking says you should see this as an opportunity to start a new business. At its best, bankruptcy means a fresh start for a successor company without burdens of the bankrupt one ...
CONTENT Notifying your insurer of potential legal proceedings : A sensible measure which may help you avoid significant costs!The ABCs of Managing Absenteeism at Work NOTIFYING YOUR INSURER OF POTENTIAL LEGAL PROCEEDINGS: A SENSIBLE MEASURE WHICH MAY HELP YOU AVOID SIGNIFICANT COSTS! Jonathan Lacoste-Jobin Company directors sometimes have the reflex of minimizing the importance of a letter of demand or of the threat of a legal action ...
Facts and judicial history The Supreme Court of Canada has rendered a decision which is likely to generate a lot of commentary in the Canadian class action scene. On December 12, 2013, the Court issued a ruling in the case of AIC Limited v. Fischer1 (hereinafter ''Fischer''), now frequently referred to as the ''market timing decision'' ...
A federal jury in Nevada recently convicted 22-year-old David Ray Camez of violating the Racketeering Influenced and Corrupt Organizations Act (“RICO”) for his association with a “carder” website, Carder.su. The Department of Justice is touting this conviction as the first RICO conviction arising from computer-related crimes, and we anticipate that RICO will become an effective tool for prosecutors and private businesses to use in combatting cybercrime going forward. RICO (18 U.S.C ...
On June 12, 2013, the Quebec Court of Appeal rendered a decision in the case of Fers et Métaux Américains S.E.C. et als v. Picard et als1 (“Fers et Métaux Américains S.E.C.”) confirming that the courts can issue Norwich-type orders in Quebec. This decision is consistent with the judgment rendered by the Quebec Court of Appeal, in 2002, in Raymond Chabot SST inc. v. Groupe AST (1993) inc.,2 which recognized that Anton Piller-type orders could be validly issued in Quebec ...
The federal Endangered Species Act is designed to prevent the taking of endangered species and imposes a regulatory program geared toward the protection and conservation of federally listed species and their critical habitat ...
In Jaffé v. Samsung Electronics Co. Ltd., et al ...
Physician-owned distributorships (PODs) and other physician-owned entities (POEs) have emerged as a favored vehicle to reduce costs, but the popularity of PODs and POEs has led to increased scrutiny by federal regulators. In June 2011, the United States Senate called on the Office of Inspector General for the U.S. Department of Health and Human Services (OIG) and Centers for Medicare & Medicaid Services to investigate the proliferation of PODs and corresponding utilization practices ...
Jorge Carey:“Analyzing the repeal or modification of DL600 is an issue that can bediscussed” Jorge Carey, who has been involved in several businesses with foreigninvestors, has doubts about a reform, believing that it is not a good idea thatthis type of changes are implemented by a left or center-left governmentsbecause it risks to bring unnecessary (political) noise ...
On October 23, 2013, the Securities and Exchange Commission (the “SEC”) issued proposed rules to effect Title III of the Jumpstart Our Business Startup (JOBS) Act, enacted on April 5, 2012. Title III and the proposed rules provide the framework for companies to raise capital through securities offerings using crowdfunding. Below is a summary of the proposed rules ...
A recent court order in favor of the Commodity Futures Trading Commission (or CFTC) and new rules issued by CFTC establish a standard of liability for depository institutions that fail to fulfill their customer funds protection obligations under the Commodity Exchange Act (or CEA) and, thus, requires them in certain circumstances to monitor the activities of clients that are registered with CFTC as futures commission merchants (or FCMs), commonly known as commodity brokers ...
THE 1979 STATUTE It is well known that, under the legal regime for the protection of agricultural lands, the acquisition of agriculturally zoned lands with a surface area of four hectares or more by a person not residing in Quebec is subject to the authorization of the Commission de protection des terres agricoles. This is the object of the Act respecting the acquisition of farm land by non-residents (CQLR chapter A-4.1) (the “Act”), which has been in force since December 21, 1979 ...
