To Our Public Company Clients: The SEC has adopted new rules that generally require domestic public companies to publicly disclose information regarding the potential share “overhang” that exists as a result of all of their equity compensation plans. The new rules affect Regulation S-K and S-B Items 201 and 601, Items 10 and 14 of Schedules 14A and 14C, as well as Item 12 of Form 10-K and Item 11 of Form 10-KSB ...
Copyright © 2002 The M&A Lawyer. All rights reserved. Used with permission of Glasser LegalWorks, 150 Clove Road, Little Falls, NJ 07424, 800.308.1700 In light of publicity surrounding Enron, Global Crossing, and other former "Wall Street Darlings," M&A lawyers need to spend more time worrying about how to avoid potential ethical dilemmas. If it's been too long since your law school professional responsibility course, here's a review of pertinent ehtical rules and principles ...
This paper focuses on the securities laws applicable to an acquisition by a U.S. company of a Canadian company (“Canadian Company” or “Target”). We will focus primarily on negotiated acquisitions of publicly traded Canadian Companies. Such cross-border business combinations are subject to regulation under U.S. federal and state securities laws, as well as the securities laws of the Canadian provinces ...
To Our Public Company Clients: Partly in response to the recent Enron crisis and related media publicity, the Securities and Exchange Commission has announced its views regarding disclosure that should be considered by companies in the Management’s Discussion and Analysis (“MD&A”) section of Form 10-K, Form 10-Q, and registration statements filed with the SEC ...
1. APPLICATIONS FOR THE MACT HAMMER PERMIT DUE MAY 15, 2002 Section 112(j) of the federal Clean Air Act requires that major sources of hazardous air pollutants (HAP) submit an application for a Title V Operating Permit Revision if the source is a member of a source category for which the federal Environmental Protection Agency (EPA) has not adopted a Maximum Achievable Control Technology (MACT) standard within 18 months after the deadline for development of that standard ...
A Powerpoint presentation analyzing the actions of Enron's board of directors and audit committee and the impacts of this on corporate governance today ...
Federal Court Practice 2002 - State Bar of Texas Introduction This article provides an overview of the most commonly used rules under the Federal Rules of Civil Procedure relating to service of process, federal pleading practice and extraordinary remedies. Because it is an overview, this article is not a good substitute for studying the Federal Rules and the various Local Rules issued by the district courts ...
In: International Business Lawyer Issued by International Bar Association, page 233-235
Introduction A trip across the Mexican border is often a pleasurable experience. The ability to do business in Mexico has also become a profitable experience for many businesses. Increasingly, however, many United States and Canadian businesses doing business in Mexico are finding their venture into Mexico to be less a bus ride to a sunny beach and more a trip on a windy mountain road ...
The recent media coverage of the ENRON crisis and the related Congressional investigations have combined to precipitate new discussions about the adequacy of corporate governance, accounting oversight and financial disclosures. As a result, there is a strong push afoot for new federal requirements in these areas primarily through new SEC regulations. We are again reminded that “bad facts make for bad law” and a crisis often leads to over reactions ...
Copyright 2002 American City Business Journals Inc ...
If you are a building owner planning any renovation or demolition, under a new Texas law, you must demonstrate that you have an asbestos survey before your city will issue a building permit for the project. Asbestos surveys by licensed asbestos inspectors have been a requirement for public buildings for some time; the new statute is intended to publicize and enforce that requirement. Each city has its own requirements for what must be shown to get a permit ...
Business Torts, Spring 2002 This article first presents a historical review of the development of the current framework for analyzing and determining if and when a business tort claim can coexist with a contract claim. Next, the article reviews Haase and its rationale. Finally, the article reviews key Texas Supreme Court opinions from the last five years and their impact on the availability of business tort claims and related tort damages in Texas ...
Introduction Imagine yourself as a trademark owner when domain names were first introduced. Your first thought of “it’s just a fad” quickly fades and you decide that your business needs a web site, whatever that may be. You hire an eighteen year old web designer, tell him to register two different domain names for the site, and sit back. An unexpected problem pops up ...
A Powerpoint presentation covering: Rule 190: Discovery Control Plans Rule 192: Scope of Discovery Rule 194: Requests for Disclosure Rule 195: Testifying Experts Rule 196: Requests for Production, Inspection and Entry Rule 197: Interrogatories Rule 198: Requests for Admissions Rule 199.2: Deposition Notices Rule 200: Depositions Upon Written Questions Rule 201: Depositions in Foreign Jurisdictions Rule 205: Discovery From Non-Parties Rule 193 ...
Houston Business Journal © 2002. All rights reserved As April 15 nears, many can empathize with Ralph Waldo Emerson's statement that "for every benefit you receive a tax is levied." Recent legislation introduced by U.S. Rep. Ric Keller (R-Fla), however, seeks to counter this mindset. In fact, this bill appears to make the statement that "for every benefit you give, a tax credit will be given ...
Dallas Bar Association - International Law Section Luncheon Introduction Since the late 1800s, a shining, steadfast monument has stood over the United States as a savior of the poor and downtrodden. The sculptor intended the work to be an immense and impressive symbol of human liberty. As this guardian of the lowly and oppressed approached its historic 100th birthday, it was in need of restoration ...
Advanced Expert Witness Course II Introduction For many years, Texas courts held that expert (or interested witness) testimony would not support a summary judgment motion or response. See, e.g., Lewisville State Bank v. Blanton, 525 S.W.2d 696 (Tex. 1975) (per curiam); Gibbs v. General Motors Corp., 450 S.W.2d 827, 828-29 (Tex. 1970) ...
On January 9, 2002, in Chao v. Mallard Bay Drilling, Inc., the United States Supreme Court concluded that the Occupational Safety and Health Administration's ("OSHA") authority to maintain workplace safety for "uninspected" vessels (such as offshore drilling rigs) is not pre-empted by the Coast Guard's power to control maritime operations ...
According to the fourth quarter 2001 report of Lodging Econometrics, the accelerated decline in the operating performance of the lodging industry will continue until the middle of the first quarter of 2002 due to the events of September 11, 2001 and the recession. Further, while the operating performance of the lodging industry may show signs of improvement by September of 2002, their effects may not be felt until the first quarter of 2003 ...
On January 11, 2002, President Bush signed the “Small Business Liability Relief and Brownfields Revitalization Act” (the “Act”). As its name suggests, the Act provides relief to small businesses and funding for Brownfields (“real property, the expansion, re-development, or re-use of which may be complicated by the presence or potential presence of a hazardous substance, pollutant, or contaminant”) ...
Introduction One of the important legislative initiatives for the Fox Administration was a tax reform package that could improve tax collection, while reducing the government’s historic reliance on Pemex for its tax revenues (typically approximately one-third) ...
Excerpt I. INTRODUCTION A. Preliminary Considerations When a U.S. client seeks help in "doing business abroad," the first task of counsel is to ask the right questions. It is important to learn enough about the extent of the client's experience and goals for doing business abroad so that the best course of action can be determined ...
Resignation of Two Argentine Presidents. In late December 2001, Argentina saw the rare occurrence of the resignation of two Argentine Presidents. First, Fernando de la Rúa resigned after public protests to the administration’s economic policies resulted in civil unrest. Also resigning at the same time was his Minister of Economy Domingo Cavallo ...
