Acting as an escrow agent is a common task of lawyers in British Columbia, especially, the solicitor, as a component of transactions. The duties of an escrow agent are primarily contractual and the escrow agent must carry out the duties accordingly, in a non-negligent fashion and without misconduct. Lawyers must take care not to agree as escrow agent to duties that are in conflict with their duties as counsel, but there are additional considerations ...
The Bribery Act 2010 came into force on 1st July 2011, which sets out four new bribery offences which can be committed by corporations and individuals. The Act assumes wide territorial jurisdiction and imposes severe sanctions. The Act is not retrospective. A bribe is defined as “a financial or other advantage”. All the old UK law, both common law and statute, is to be replaced by this legislation ...
The sustained growth in China’s primary sector[1] means for many international companies it is no longer a question of “should we go to China?” but rather “how to face the Chinese market?” This newsletter provides a brief outline of China’s primary sector and relevant regulations, as well as highlighting important risks and opportunities. 1. China’s primary sectorThe potential for further growth in China’s primary sector is immense: of China’s 1 ...
Your CEO calls you, as the general counsel of a public company, to tell you that a third party has made an unsolicited offer for the company. What are the first steps you should take? Types of Unsolicited Proposals. An unsolicited proposal may be a casual pass, where a third party informally approaches the company to discuss an acquisition proposal, or may be a bear hug letter, which will contain a formal proposal to buy the company and may include a price ...
The aim of the recent freedom of information (FOI) reforms was to encourage a pro-disclosure culture, and to provide additional assistance and guidance to both the applicant and agencies in processing FOI requests. However, since the commencement of those reforms, maintaining the balance between the philosophy and the practical operation of the FOI Act has presented challenges for agencies in meeting their statutory FOI obligations ...
On August 17, 2011, the U.S. Court of Appeals for the Seventh Circuit affirmed a district court’s denial of class certification on the basis that the company’s process for reimbursing purchasers of a defective toy more efficiently distributed refunds to putative class members than a class action lawsuit would ...
Last week FINRA released Regulatory Notice 11-39, Social Media Websites and the Use of Personal Devices for Business Communications, to supplement its previous Regulatory Notice 10-06, Social Media Web Sites, issued in January 2010. Since January 2010, firms have revisited their policies on social media and in light of improved technology, firms are increasingly allowing use ...
Last year’s takeover of Cadbury by US firm Kraft left a bitter taste in many mouths, not least the Cadbury workers in the Somerdale Plant near Bristol who were promised their jobs were safe but were then ultimately ‘rationalised’ by the American food giant ...
The government has recently published a consultation document seeking views in relation to its proposals for business rate retention ("BRR") in England and options for enabling local authorities to carry out Tax Increment Financing ("TIF") within the business rates retention system. The business rates consultation may interest developers, the public sector and those involved in renewables or regeneration, particularly those considering Tax Increment Financed projects ...
The organization that controls most of the Internet's gTLD's (generic top level domain names, such as .com and .net) has approved the use of .xxx as a new gTLD. That has a number of trade-mark owners worried about the potential for reputational risk or damage to goodwill with the registration in the .xxx domain of their brands. The .xxx gTLD is for use by those involved in the adult entertainment industry ...
Independent expert reports are commissioned by company directors to assist shareholders in assessing a broad range of M&A transactions, including takeover bids, schemes of arrangement, related party transactions and shareholder approved acquisitions over 20%. The purpose of the reports is to provide shareholders with an objective assessment of whether the proposed transaction is 'fair and reasonable' from their perspective ...
Hedge funds failed in their attempt to get EDT Retail Trust (EDT) wound-up after EPN EDT Holdings II, LLC (EPN) bid for EDT. EPN succeeded in voting down the threat. The hedge funds' attempt is a reminder that A-REIT bids present unitholders with avenues to challenge a bid which are not available to shareholders in a company. It is also a reminder that it is an approach that is not without risk ...
On September 7, 2011, the Securities and Exchange (SEC) announced that it will not appeal the D.C. Circuit’s July ruling in Business Roundtable and Chamber of Commerce of the United States v. SEC, No. 10-1305, (D.C. Cir. July 22, 2011), where a unanimous panel of the D.C. Circuit vacated Exchange Act Rule 14a-11 requiring companies to give shareholders access to company proxy materials for the nomination of candidates to serve on the company’s board of directors ...
A new Regulation of the Minister of Law and Human Rights No. M.HH-01. AH.01.01 of 2011 on the Application Procedures for Validating a Legal Entity and Approving Amendments to the Articles of Association and the Notification Procedures for Amendments to the Articles of Association and Changes to Company Data (the “MOLHR Regulation”) was issued on 1st April 2011 ...
The Minister of Forestry has issued Regulation No. P.18/Menhut-II/2011 on Guidelines for Borrow-to-Use Permits for Forest Areas (“MOF Regulation”), which replaces and repeals Minister of Forestry Regulation Number P.43/Menhut-II/2008. This new MOF Regulation is the implementing regulation of Government Regulation No. 24 of 2010 on Forest Area Utilization ...
Shareholder participation at the AGMs of large companies is notoriously low – just 0.3 per cent in 2009, according to Chartered Secretaries Australia. So it is not surprising to see repeated calls in the media for listed companies to introduce online participation at AGMs. This would allow shareholders to take part in meetings in their offices or homes via the internet, enabling them to follow the proceedings, submit questions and, of course, vote ...
The delivery of electronic board papers on iPads is becoming increasingly popular, particularly for non-executive directors. At board meetings, some directors may bring only an iPad, on which all their board papers are stored ...
Adopting a related party transactions policy, with supporting protocols and procedures, will help to identify and deal with related party transactions within the corporation. Ultimately, this will reduce the risk of breaching the Corporations Act 2001 (Cth) or ASX Listing Rules (if relevant) and will protect shareholders' interests ...
The Ministry of Health recently issued Minister of Health Regulation No. 1148/Menkes/Per/VI/2011 on Pharmaceutical Wholesalers, which replaces and repeals two earlier decrees. The new regulation is aimed at protecting the public from dangerous drugs and drugs materials as well as improving previous regulations on pharmaceutical drugs ...
The long anticipated America Invents Act (the “Act”) was signed into law today. However, given that certain provisions of the Act are now in effect while others do not come online until March 16, 2013, innovating companies and individuals should consider the impact and timing of those provisions on their overall patent strategy. Below is a link to some practice pointers and strategic tips you may want to consider when operating under the Act ...
On September 13, 2011, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) unanimously approved a final rule implementing Section 165(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Rule”) ...
This paper reviews judgments dealing with contract law issues relevant to commercial lawyers and business leaders. This paper also considers private international law conventions and treaties that are en route to domestic implementation, and are therefore relevant to commercial practice ...
As part of the implementation or reorganization of a business structure, the integration of a trust as a shareholder of an incorporated family business can prove to be an interesting tax and estate-planning tool. This holding vehicle is being used more and more in Quebec.INTEGRATING A TRUST AS A SHAREHOLDER OF YOUR FAMILY BUSINESSDIANA DARILUS ddarilus@lavery ...
President Obama recently sent to Congress proposed legislative language and analyses of his proposed deficit-reduction plan. Among the proposed legislative changes is a change to the formula used for calculating the cap on the amount that the federal government will reimburse federal contractors for executive compensation ...
You’re the general counsel of a public company and you find out that one of your company’s stockholders intends to wage a proxy contest. Your board of directors and CEO are going to want some answers right away. How prepared are you and how do you respond? The average annual number of proxy contests has nearly doubled from 60 in 2001-2005 to 112 in 2006-2010. In 2009, activist shareholders were able to successfully gain board seats approximately 43 percent of the time ...
