Reprinted with permission from the February 7, 2014 issue of Corporate Counsel. © 2014 ALM Media Properties, LLC. Further duplication without permission is prohibited. All rights reserved. On Nov. 12, 2013, the U.S. Supreme Court declined to grant a writ of certiorari in Cariou v. Prince, leaving intact the decision by the U.S. Court of Appeals for the Second Circuit on copyright fair use in the context of appropriation art ...
Many companies provide annual earnings guidance and quarterly updates to the analyst and investor communities. Guidance is also frequently updated during industry conferences and in nondeal roadshows. A failure to meet the market’s earnings expectations can negatively impact management’s credibility and, in turn, the price of the company’s common stock. The importance of earnings guidance is heightened during an equity offering when a company is actively soliciting investors ...
Moody’s Investors Service has upgraded Paraguay’s government bond rating by one notch to Ba2 from Ba3, and changed the outlook to positive from stable. According to Moody’s, the “decision to upgrade Paraguay’s rating was driven by the following factors: 1. The improving standing of Paraguay’s key fiscal metrics relative to ‘Ba’ peer medians.2. A strengthened institutional framework as a result of the legislation package that was approved last year.3 ...
False labeling of products, fake or inferior materials and components used to make products, and the misappropriated use of another’s trademark are examples of how counterfeit goods and the theft of intellectual property are hurting consumers and companies. The world markets and global supply distribution chains provide opportunities for companies to grow and prosper. Sales through the Internet allow for products to be sold and sent to almost anywhere in the world ...
The Serbian Government has taken first steps of implementing a new court system with the passing of a new Law on Seats, Jurisdictions of Courts and Public Prosecution Offices (Official Gazette RS no. 101/2013), and amendments to the Law on Organisation of Courts (Official Gazette RS no. 116/2008, 104/2009, 101/2010, 31/2011, 78/2011 101/2011, 101/2013), which came into force on 1 January 2014 ...
The dispute resolution terms of engineering contracts can cause problems. An example is the recent case of Tubular Holdings (Pty) Ltd v DBT Technologies (Pty) Ltd, an unreported decision of South Gautend High Court. DBT Technologies - a subcontractor to Eskom in the Kusile Project 0 further contracted to Tubular Holdings in a deal worth some R 1.3 billion. Contract FIDIC's clause 20 governs the dispute resolution procedure. Clause 20 ...
Effective January 1, 2014, the International Chamber of Commerce (“ICC”) replaced its Amicable Dispute Resolution rules with new Mediation Rules. The new ICC Mediation Rules (the “Rules”) set clear parameters for mediating disputes, while also providing for additional flexible procedures that allow the parties to resolve their disputes privately and confidentially ...
A New York appellate court affirmed in Syracuse Univ. v. National Union Fire Ins. Co., CA 13-01056, (N.Y. Sup. Ct. App. Div. Dec. 27, 2013), that an insurer must pay the costs incurred by its policyholder to comply with subpoenas issued to the policyholder as part of a criminal investigation, even where formal charges are not filed ...
In Ass’n For Molecular Pathology v. Myriad Genetics, Inc., the Supreme Court held that "a naturally occurring DNA segment is a product of nature and not patent eligible merely because it has been isolated, but that cDNA is patent eligible because it is not naturally occurring." 133 S. Ct. 1207 (2013). Further, fragments that are "indistinguishable from natural DNA" are not statutory subject matter. Id., 2119 ...
Getting ready for your next compliance examination? Well, it may be time to take a fresh look at your institution’s Regulation B compliance. The Equal Credit Opportunity Act ("ECOA"), as implemented by Regulation B, is not a new concept. First adopted in 1974, Regulation B is understood by most institutions to include a focus on what information and what signatures can be obtained with respect to the family member of an applicant ...
On January 2, the Antitrust Division of the US Department of Justice (DOJ) announced its first civil enforcement action of 2014 — a consummated merger challenge and settlement resulting from Heraeus Electro-Nite’s (Heraeus’s) $42 million acquisition of Midwest Instrument Company Inc. (Minco). The enforcement action is the latest DOJ challenge to a merger not required to be reported to the US antitrust agencies under the Hart-Scott-Rodino Act ...
On December 17, 2013, the Federal Financial Institutions Examination Council (the “FFIEC”) issued the Social Media: Consumer Compliance Risk Management Guidance for financial institutions. The Guidance does not impose any new obligations but “is intended to help financial institutions understand and successfully manage risks in this area ...
Law No. 20,715: On protection to debtors of money loans On December 13, Law No. 20,715 was published in the Official Gazette, after an intense debate in the financial industry and over 2 years of discussion in Parliament. The new law modifies Law No. 18,010 on regulations on money loan transactions, Law No. 19,496 on protection of consumer rights and the Chilean Tax Code. In what refers to money loan transactions, Law No ...
Poland has yet to adopt regulations implementing AIFMD, but that does not mean that nothing will change on the Polish market for private equity and closed investment funds in the next few months, before the new regulations are enacted here ...
In my last article, “ECOA Gets More Teeth in North Carolina,” I wrote about the recent North Carolina Court of Appeals decision, RL Regi North Carolina, LLC v. Lighthouse Cove, LLC,…,and Connie S. Yow (COA12-1279). As expected, it did not take long for this important decision to limit the enforcement of some spousal guaranties. Approximately one month after the Lighthouse decision, Wells Fargo v. Triplett v ...
Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation dates back to the 1930s, Dodd-Frank’s most highly publicized requirement, “say-on-pay,” shifts the disclosure to a dialogue with shareholders, essentially allowing shareholders to vote on compensation for certain executives ...
A debtor files for bankruptcy protection, and his or her creditors are sent notice of the filing. Despite having received the notice, due to a breakdown in internal procedures one of the creditors, a bank, accidentally takes action to collect on the debt after the filing of the bankruptcy case – thus violating the automatic stay. Since the violation was unintentional, surely the bank cannot be sanctioned, right? Wrong ...
On 22 November 2011, the Court of Justice of the European Union (CJEU) rendered two very important rulings in the Medeva (C-322/10) and Georgetown (C-422/10) cases. Those rulings however raised new issues that national patent courts quickly referred back to the Court. Yesterday, the CJEU decided on three Medeva follow-up cases. The new rulings brought more clarity about the conditions under which an SPC may be granted ...
In November 2012, Lavery published a newsletter concerning the announcement made by the Harper government on October 24, 2012 of the adoption of new regulations to protect consumers who use prepaid credit cards so that they are better able to choose the forms of payment best suited to their needs. At that time, on October 27, 2012, the draft Prepaid Payment Products Regulations (the "Federal Regulations") were published for comment in Part I of the Canada Gazette ...
The U.S. Commodity Futures Trading Commission (the “CFTC”) has issued interpretive guidance regarding which Dodd-Frank1 requirements apply to certain non-U.S. swap transactions (the “Cross-Border Rule”).2 In order to facilitate parties’ compliance with the Cross Border Rule, the International Swaps and Derivatives Association (“ISDA”) has published the ISDA 2013 DF Agreement for Non-U.S. Transactions (the “Non-U.S ...
A Pennsylvania appellate court in Indalex, Inc. v. National Union Fire Ins. Co., No. 612 WDA 2012 (Dec. 3, 2013), found that a general liability insurer must defend a window and door manufacturer against claims alleging that defects in the manufacturer’s windows and doors caused damage to property and bodily injuries ...
Institutional Shareholder Services ("ISS") recently announced its updated voting policies for the 2014 proxy season. The policies will become effective for shareholder meetings held on or after February 1, 2014. We have summarized below four policy updates relating to corporate governance matters that may be of particular interest to US corporations. Simplified Pay-for-Performance Executive Evaluation ISS revised its policy relating to executive pay-for-performance evaluations ...
