On November 14th, the Securities and Exchange Commission (the "SEC") and the Department of Justice (the "DOJ") released their jointly developed "Resource Guide to the U.S. Foreign Corrupt Practices Act" (the "Guide"). Long awaited and much anticipated, the Guide brings together in a single, 120-page document the agencies’ interpretation of the FCPA and approach to enforcement activities ...
You are general counsel of a publicly traded medical device company that has begun the diligence process on your company’s target, a publicly held x-ray and CT scan component manufacturer. The target is a Delaware corporation based in California, with additional manufacturing facilities in Utah and Kentucky; within the past three years, it has sold two mothballed manufacturing facilities ...
On November 28, 2012, the United States Court of Appeals for the Fifth Circuit published an opinion affirming the bankruptcy court’s ruling that the Mexican Plan of Reorganization (the “Concurso Plan”) of the Mexican glass-manufacturing company, Vitro, S.A.B. de C.V., approved by the Federal District Court in Mexico, should not be enforced under Chapter 15 of United States Bankruptcy Code ...
The British Virgin Islands (“BVI”) is a British overseas territory situated to the east of Puerto Rico between the Caribbean Sea and the North Atlantic Ocean. The country consists of the main islands of Tortola, Virgin Gorda, Anegada, and Jost Van Dyke and over fifty other smaller islands and cays clustered around the aquamarine waters of the Sir Francis Drake Channel.Interestingly the country’s official name is simply the “Virgin Islands ...
On November 14, 2012, the Department of Justice and the Securities and Exchange Commission released the much-anticipated Resource Guide to the U.S. Foreign Corrupt Practices Act (the “Guide”) ...
On November 9, 2012, a federal District Court in Washington certified a national class and a Washington state sub-class in an action alleging that Papa John’s International, Inc. (“Papa John’s”) violated the Telephone Consumer Protection Act (“TCPA”) by sending unsolicited text messages advertising its pizza products. The court determined that plaintiffs had standing and satisfied all other requirements for class certification ...
Bloomberg Law’s Lee Pacchia interviewed Lisa J. Sotto, partner and head of the Global Privacy and Data Security practice at Hunton & Williams LLP, to discuss the recent data security incident involving Barnes & Noble stores. Sotto discussed life in the modern world of technology where there is an increased risk of data security incidents, and many companies only reach out to counsel after a data breach occurs ...
Issues surrounding the election of Directors of Public Companies gained the attention of Canadian Securities Regulators in the last years due to concerns expressed be large institutional directors that current Canadian Rules regarding the election of Directors were not Democratic nor aligned with current practices in other countries ...
Federal statutes and regulations impacting the banking industry run the gamut from a basic forgery to fraud and insider trading. Financial institutions need to be informed and know where to turn if illegal activity is discovered by bank management or if the bank is the focus of a federal investigation ...
On October 29, 2012, the UK Information Commissioner’s Office (“ICO”) served private sector financial services company The Prudential Assurance Company Limited (“Prudential”) with a monetary penalty of £50,000 in connection with a serious violation of the Data Protection Act 1998 (“DPA”). The violation concerned a mix-up involving Prudential customer details ...
What is an illegal contract and is it enforceable? If an illegal contract is unenforceable, does the party who received its benefit get to keep that windfall? The short answer to the first question is that a contract is illegal when it is either contrary to a statute or is contrary to public policy. Generally, illegal contracts are not enforceable. The answer to the second questions is “it depends” ...
A new Regulation on Corporations has recently entered into force in Chile (the “New Regulation”). It aims essentially to complement the provisions of the Law on Corporations, updating the rules established in the prior Regulation on Corporations, clarifying or specifying certain articles that raised questions, adjusting the applicable provisions to the latest legal amendments and making certain practical aspects easier ...
On 18 October the Department for Business, Innovation & Skills (BIS) released a set of draft regulations designed to reduce the complexity involved in narrative reporting for large British companies and increase transparency. Changes will take effect from October next year, meaning quoted companies with reporting years ending on or after 1 November 2013 will need to change the form and content of their reports ...
According to the provisions of Law 18,131, as of December 31 of each year, all taxpayers should compare the contributions actually made to the National Health Fund ( hereinafter "FONASA" ) with the annual cap filler ( hereinafter "STOP ANNUAL " ) ...
On Wednesday, October 3rd., it was published in the Official Gazette the provisional suspension issued by the Constitutional Court of Section 180, 4., of Decree 10-2012 which abrogated the withholding exemption contained in Section 12 of Decree 80-2000 ...
Temporary Suspension of the Definition of Pension Plans (employees' deductible expenses) as those approved by the “Corresponding Authority” Provisional Suspension of mandatory use of Banking System to evidence Payments and Disbursements of Expenses Higher than Q.30,000.00 In the past, the Tax Administration questioned on a case by case basis Pension Plans administered by private Banks, as employees´ deductible expense ...
On 1 August 2012, the Indonesian Capital Market and Financial Institution Supervisory Board (“Bapepam-LK”) issued a new regulation on Annual Reports of Public or Listed Companies, Bapepam-LK Regulation Number X.K.6. The regulation requires information on the primary and directly or indirectly controlling shareholders of listed companies, up to individuals, to be provided in the form of a scheme or diagram in their annual reports ...
Article 63 of Government Regulation Number 74 of 2011 on The Procedures for Exercising Tax Rights and Fulfilling Tax Obligations (“Regulation 74/2011”) mandates the promulgation of a Minister of Finance (MOF) Regulation on the suspension of a tax crime investigation ...
As part of the new Flex BV Act that came into force in the Netherlands as per 1 October 2012, also a revised statutory dispute settlement procedure (wettelijke geschillenregeling) was introduced. This procedure can be used in two ways. Firstly, the procedure offers shareholders, under certain circumstances, the opportunity to force a shareholder to sell its shares (‘squeeze-out’ or uitstoting) ...
On Monday October 29, 2012 the B.C. Property Assessment Appeal Board released an important decision reducing the assessed value for property tax of the upland land and improvements at the Horseshoe Bay Ferry Terminal to a nominal value ...
UK Bribery Act: Serious Fraud Office publishes revised policies for facilitation payments, business expenditure and corporate self-reporting An important announcement for multinational organisations with business links in the United Kingdom. The Serious Fraud Office in the United Kingdom has published revised policies for facilitation payments, business expenditure and corporate self-reporting that take immediate effect ...
Meteorologists dubbed Hurricane Sandy a “perfect storm” or “superstorm” long before it even made landfall on the East Coast, and it lived up to those terms. Sandy brought gale-force winds, flooding, heavy rain, and snow to much of the Eastern Seaboard and the Northeast, including densely populated areas such as Washington, D.C., Baltimore, New York City, and Boston ...
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted a new EDGAR Filer Manual,1which provides that effective October 15, 2012, emerging growth companies under the Jumpstart Our Business Startups Act (“JOBS Act”) must now use EDGAR to submit confidential draft registration statements ...
In general, corporate legislation in Canada provides that if a corporation engages in specific types of transactions, such as an arrangement or amalgamation, shareholders are entitled to vote against the transaction. If the transaction is nevertheless approved, shareholders can then exercise a right to dissent and be paid fair value for their shares. Last month, I blogged that a chambers judge in the Yukon had allowed beneficial shareholders to exercise a right of dissent ...
