DUE DILIGENCE IN LEASING: 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. Matters such as zoning and other legal compliance are reviewed together with the status of realty taxes owing as well as a physical and environmental inspection ...
The State of North Carolina recently put into place policies to help encourage brownfields redevelopment. These policies respond to cuts in federal funding to states for brownfields programs while encouraging brownfield redevelopment projects. Though fees for the development of brownfield agreements have increased, programs have been developed to aid the marketing of brownfield properties in an effort to help fast track brownfield projects ...
The Supreme Court of Canada released its decision today in Southcott Estates Inc. v. Toronto Catholic District School Board, 2012 SCC 51 which addressed a number of thorny issues relevant to commercial real estate disputes including whether a Plaintiff must mitigate its damages where it has made a claim for specific performance of a real estate contract. The decision has wide-ranging implications for Commercial Real Estate developers ...
Editor’s Note: Since the DealThink series began, we have focused on various M&A and governance issues facing general counsel of public companies. We would like to broaden the discussion to include the expertise of “specialist” attorneys (e.g., tax, employee benefits, intellectual property) with whom general and outside corporate counsel will likely consult and rely upon during the course of an M&A transaction ...
In an increasingly online world, international businesses can no longer rely on discrete legal advice relevant to only one jurisdiction. It is crucial to know where best to bring (or threaten) legal proceedings to achieve maximum impact globally. Two recent, high profile cases have thrown the spotlight on what can be achieved by courts of different jurisdictions to defend online reputations ...
China International Economic and Trade Arbitration Commission (CIETAC), the largest arbitration commission in China, recently surprised the international arbitration community by prohibiting its two sub-commissions in Shanghai and Shenzhen to accept any further arbitration applications or otherwise to act in the name of CIETAC, just shortly after the new CIETAC Arbitration Rules have entered into effect on 1. May 2012 ...
Not having to convene a shareholders meeting makes the decision-making process more easy for shareholders. Under the Act on simplification and flexibilisation of rules governing Dutch BV's (the "Flex BV Act") that entered into force on 1 October 2012, it has become easier to pass shareholders resolutions outside a meeting ...
According to a group of women who filed a lawsuit last week, Maybelline should pay up for making false claims about its “Super Stay” lipstick products. Filed in federal court in Manhattan, the complaint seeks declaratory relief and damages under several states’ consumer protection laws. From the defense perspective, this is the latest attempt at a “no injury” class action where no actual injuries or damages exist ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 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 ...
The risks to employers of proceeding with construction works whilst relying solely on letters of intent are nothing new. The risks to employers of proceeding with constructions works whilst relying solely on letters of intent are nothing new ...
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 ...
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” ...
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 ...
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 ...
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 ...
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 ...
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”) ...
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 ...
