You are the general counsel of a public company and expect M&A activity to increase in the United States during 2012. Do you know if your company looks like a good target to potential acquirors? It is important to understand whether you could be a target before getting that first overture from an acquiror ...
The Powers Of CSST Inspectors ConfidentialityAgreements:The Importance Of Protecting Your Secrets; Your First Financial Institution. Various statutes impose obligations on employers to take the necessary measures to protect the health and safety of workers, including An Act respecting Occupational health and safety (R.S.Q., c. S‑2.1) (hereinafter referred to as the “AROHS”) ...
In a decision issued this week, Roland v. Green, -- F.3d --, 2012 WL 898557 (5th Cir. Mar. 19, 2012), the U.S. Court of Appeals for the Fifth Circuit addressed an issue of first impression—the scope of the preclusion provision of the Securities Litigation Uniform Standards Act (“SLUSA”). Recognizing the current split among circuits, the court adopted the “tangentially related” test ...
On Monday, March 26, 2012, the United States Supreme Court issued a decision in Credit Suisse Securities (USA) LLC v. Simmonds. The Court held that an alleged failure by a corporate insider to file a short-swing profit disclosure under Section 16(a) of the Securities Exchange Act of 1934 does not indefinitely toll the two-year statute of limitations on another party’s claim for recovery of such profits under Section 16(b) ...
Consumer Law and the Consumer Protections Act (THE “CPA”) are aimed first and foremost at economic activities in the retail sales sector, spending in this sector represents more than 65% of spending in the province ...
The new Jumpstart Our Business Startups Act (the “JOBS Act”), signed into law on April 5, 2012, contains a number of substantial revisions to U.S ...
Until recently, individuals considering cooperating with an SEC investigation had a difficult time determining whether a tangible benefit would result from cooperation. Two releases issued by the SEC in the past month demonstrate how the SEC has begun to apply its Cooperation Initiative and give new insight into how the SEC evaluates and credits cooperation in determining sanctions against individuals ...
You are the general counsel of a public company, and the company’s board has determined that it is in the best interests of the company’s stockholders to examine and explore all strategic alternatives to increase stockholder value, including a sale of the business ...
The Securities and Futures Commission (SFC) is introducing new disclosure requirements for short positions in certain Hong Kong listed shares. Background Part XV of the Securities and Futures Ordinance (Part XV) requires disclosure of short positions of over 1% held by substantial (5% or more) shareholders in a listed company, and of all short positions held by directors and chief executives of listed companies ...
One of the most innovative and exciting sections of the new Jumpstart Our Business Startups Act (the “JOBS Act”) creates a new “crowdfunding” exemption from state and federal securities law registration. Through this new exemption, issuers and investors may communicate by way of the Internet in connection with the issuance of new securities ...
The pendulum has swung again in the TOUSA, Inc. case, as the Eleventh Circuit recently overturned the decision of the United States District Court for the Southern District of Florida and affirmed the 2009 bankruptcy court opinion ordering the disgorgement of $403 million plus interest from lenders to the TOUSA parent, on the theory that such transfers were fraudulent as to certain TOUSA subsidiaries (the “Conveying Subsidiaries”) ...
You are the general counsel of a public company. You realize that stockholders (possibly hostile) have been acquiring larger positions in your company ...
On May 18, 2012, the United States Court of Appeals for the Fifth Circuit held in Reed v. Florida Metropolitan University, Inc. that class actions are available in arbitration proceedings only if there is a contractual basis for finding that the parties agreed to class arbitration ...
Two recent antitrust matters serve as reminders that exchanging sensitive information with business competitors can pose significant antitrust risks – particularly when companies stray from the “safety zones” established by the federal antitrust enforcement authorities. From an antitrust perspective, agreements to exchange information present significant risks ...
In what it described as “an easy decision,” the U.S. Supreme Court issued its eagerly anticipated decision in RadLAX Gateway Hotel, LLC et al. v. Amalgamated Bank 1 on May 29, 2012 ...
Lithuania's substantive competition law is similar to EU competition law; the main differences stem from enforcement rules and priorities. This update considers recent trends in this area. Competition law in Lithuania is enforced only in administrative proceedings. Unlike neighbouring Latvia, Lithuania allows for the imposition of penalties against individuals (eg, managers of a company in breach of competition law) ...
In recent months, two high-profile cases involving Hulu and Netflix have raised questions regarding the scope and application of the Video Privacy Protection Act (“VPPA”), a federal privacy law that has been the focus of increasing attention over the past few years. In the Hulu case, Hulu users claimed that the subscription-based video streaming service disclosed their viewing history to third parties ...
Luc Thibaudeau Lavery keeps a close eye on developments in consumer law. Its leading-edge expertise in the retail trade and class action has been pointed out many times by people involved in the field. Lavery is committed to keeping the business community informed about the issue by regularly publishing bulletins dealing with case law and legislative developments that could affect, influence and even change business practices ...
Section 631 of the Corporations Act provides that, once a bidder publicly announces a takeover proposal, offers under a takeover bid must be made by that bidder within two months unless ASIC grants relief ...
On Monday, June 11, 2012, the Supreme Court granted a writ of certiorari in Connecticut Retirement Plans and Trust Funds v. Amgen Inc., 660 F.3d 1170 (9th Cir. 2011) to clarify the standards for certifying a class in a securities fraud suit under the fraud-on-the-market theory. The Court’s decision to revisit class certification in securities fraud suits only a year after deciding Erica P. John Fund, Inc. v. Halliburton Co., 563 U.S ...
The Federal Trade Commission (the “FTC”) announced last week that it was amending its Franchise Trade Regulation Rule, entitled “Disclosure Requirements and Prohibitions Concerning Franchising” (the “FTC Franchise Rule”) to increase certain monetary thresholds necessary to meet three exemptions under the Rule. The FTC Franchise Rule, which mandates presale disclosure, applies to the offer or sale of franchises located in the U.S ...
CO N T E N TS Due diligence in leasing Factors examined by the Supreme Court in determining the validity of a municipal bylaw Incorporated employees face new obstacles DUE DILIGENCE IN SEASING Richard Burgos [email protected] It is fairly common and in fact recommended, to proceed with a due diligence review of a property before its acquisition. At a minimum, title to the property is confirmed through a title search review. Often times, a much more thorough review is completed ...
The state of Georgia will soon join a growing number of jurisdictions enacting False Claims Act statutes with far-reaching implications. The “Georgia Taxpayer Protection False Claims Act” authorizes the state attorney general and private citizens to seek civil penalties and treble damages on behalf of the state and any local government that pays a false or fraudulent claim to any individual or entity ...
On June 13, 2012, the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) published an opinion ruling on whether 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 be enforced under Chapter 15 of United States Bankruptcy Code ...
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), on June 20, 2012, the U.S. Securities and Exchange Commission (SEC) approved a rule that directs national securities exchanges to adopt listing standards for public company boards of directors and compensation advisers. See Release Nos. 33-9330 and 34-67220 ...
