On January 24, 2011, the Commissioner of Competition (Canada) filed a notice of application with the Competition Tribunal for dissolution of a merger (or divestiture of assets or control) resulting from the completed merger of CCS Corporation and Complete Environmental Inc., the latter of which owns Babkirk Land Services Inc ...
Earlier this month, the Court of Appeals of Texas, Third District, Austin, reinstated a “control person” claim under the Texas Securities Act (“TSA”) against Merrill Lynch Pierce Fenner & Smith Inc. related to a former broker’s allegedly fraudulent outside sales transactions. David Fernea v. Merrill Lynch Pierce Fenner & Smith, Inc., No. 03-09-00566-CV (Tex. App. –Austin, Jan. 7, 2011). Allegations ...
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC) adopted rules regarding shareholder approval of executive compensation and “golden parachute” arrangements on January 25, 2011. See Release Nos. 33-9178 and 34-63768 ...
HARMONIZATION OF CLINICAL RESEARCH CONTRACTS IN QUEBEC OLGA FARMAN and MARIE-ÈVE CLAVET [email protected] [email protected] Over the past few decades, a high-quality system of research and innovation has been built in the Province of Quebec. The contractual research conducted by university-affiliated health-care institutions in Quebec has become a fundamental scientific, economic and social activity ...
Straight dealing ...
On February 8, 2011, the Second Circuit Court of Appeals issued an opinion that will have a major impact on Chapter 11 plan confirmation. In consolidated appeals stemming from the In re DBSD North America, Inc ...
In a welcome bit of good news for lenders, U.S. District Court Judge Gold (Southern District of Florida) reversed the portion of the 2009 bankruptcy court decision in the TOUSA, Inc. bankruptcy cases that had ordered the disgorgement of $403 million plus interest based on the holding that the amounts were received by certain lenders to the TOUSA parent in connection with a pre-petition transaction that constituted a fraudulent transfer ...
The Business Corporations Act (Quebec) (the “QBCA” or the “Act”) comes into force on February 14, 2011. Described as innovative by many, the Act provides a new regime for legal persons currently governed by Parts I and IA of the Companies Act (the “QCA”). The last significant amendments to the QCA dating back to the early 1980s, the QBCA has been eagerly awaited by the legal and business communities ...
Creditors and debtors often enter into agreements with respect to the repayment of indebtedness. These forbearance agreements or “standstill agreements” are useful tools whereby both creditors and debtors can work together to reach a common goal without the immediate need for realization of assets in a formal insolvency proceeding. In contrast, a settlement agreement is designed to bring finality to all or some part of the credit arrangement with the debtor ...
Corporate documents provided to the government as part of an investigation of the company are not excepted from disclosure for “personal privacy” purposes under the Freedom of Information Act (FOIA). In Federal Communications Comm. v. AT&T Inc., the Supreme Court held AT&T did not have a personal privacy interest in documents the company provided to the FCC during an investigation ...
In an action filed this week, the Securities and Exchange Commission (SEC) charged three outside directors of a public company with securities fraud based on their alleged failures to fulfill their roles and responsibilities as Board members. The SEC contends that by their actions and inaction, the outside directors – Jerome Krantz, Cary Chasin, and Gary Nadelman – facilitated and assisted in a massive accounting fraud at DHB Industries, Inc., a body armor supply company ...
Article 219 of the Loi sur la protection du consommateur (Consumer Protection Act -hereinafter: “LPC”) states that no merchant may, by any means whatsoever, make a false or misleading representation to a consumer. Article 238 states that no merchant may falsely declare that they possess a status or identity ...
AVOID A $15,000 FINE FOR A FIRST OFFENCE UNDER THE ACT RESPECTING OCCUPATIONAL HEALTH AND SAFETY. KNOW YOUR RIGHTS! * MANAGEMENT OF TAX-RELATED DOCUMENTS * DIRECTOR AND… LIABLE AVOID A $15,000 FINE FOR A FIRST OFFENCE UNDER THE ACT RESPECTING OCCUPATIONAL HEALTH AND SAFETY. KNOW YOUR RIGHTS! On March 31, 2004, the federal legislature amended the Criminal Code (R.S.C., 1985 c ...
The Office for Civil Rights (OCR) of the U.S. Department of Health and Human Services has recently announced two significant enforcement actions against health care providers for violating the HIPAA Privacy Rule. In the first matter, Cignet Health Care of Prince George’s County, MD was fined $4.3 million for failure to provide patients with access to their health records and for failing to cooperate with the ensuing OCR investigation ...
Since the passage of the Private Securities Litigation Reform Act of 1995, with its heightened pleading standards for shareholder plaintiffs, it has become routine for plaintiffs’ lawyers to load their federal securities class action complaints with allegations purportedly obtained from “confidential witnesses” (or “CWs”) ...
How is health care in your jurisdiction organised? The basic principles of the organisation of the health-care system are governed by Act CLIV of 1997 (the Health-care System Act), more specifically by sections 141 et seq. Pursuant to section 141, the state is ultimately responsible for the state of health of the population, and for the creation of a system that protects, promotes and – if necessary – restores it ...
In a unanimous opinion issued this week, Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. __ (2011), the Supreme Court declined to adopt a proposed bright-line rule for materiality and reaffirmed the Basic “total mix” test. Specifically, the Court rejected Matrixx’s argument that adverse incident reports are never material unless they are statistically significant - overturning several lower court decisions to the contrary, including one written by then-Judge Alito ...
The Court of Appeals for the Third Circuit issued an opinion this week, In re DVI, Inc. Securities Litigation, that deepens the circuit split on issues related to the operation of the fraud-on-the-market theory at the class certification stage of a securities fraud case. The Supreme Court granted certiorari in the Halliburton case to address that circuit split, and is scheduled to hear oral argument on April 25 ...
On 30 March 2011 the Government confirmed that the Bribery Act 2010 will come into force on 1 July 2011, the announcement being accompanied by the Government's finalised guidance on adequate procedures (see Government Guidance Report) along with non-statutory "quick start" guidance (see Quick Start Guide) ...
Accountable Care Organizations (ACOs) will face large start-up costs under proposed rules issued on March 31, 2011 by the Centers for Medicare and Medicaid Services (CMS), with an uncertain outlook for savings and even possible losses. An ACO is an organization of health care providers that agrees to be accountable for cost, quality and the overall care of Medicare beneficiaries who are assigned to it ...
As of 6 April 2011 the property sector will be subject to the full application of competition law.Until now, restrictions on competition contained in land agreements have benefited from a specific exemption. This exemption has been withdrawn so that from 6 April 2011 the rules on restrictive agreements apply in full to existing and new agreements ...
As we stated in our bulletin last week, on March 31st, the federal government outlined proposed actions relating to Accountable Care Organizations (ACOs), a key component of the healthcare reform legislation (the Affordable Care Act, or ACA) enacted in March 2010. In this bulletin, we provide some additional information regarding each of the March 31st releases ...
THIS EDITION OF LAVERY BUSINESS SUMMARIZES SEVERAL ASPECTS OF THE NEW BUSINESS CORPORATIONS ACT THAT CAME INTO FORCE ON FEBRUARY 14, 2011.QUEBEC IN THE CORPORATIONS ERAThe Business Corporations Act (Quebec) (the “QBCA” or the “Act”) came into force on February 14, 2011. Described as innovative by many, the Act provides a new regime for legal persons that were governed by Parts I and IA of the Companies Act (the “QCA”) ...
Vendors who sell goods to customers are probably familiar with the issues that arise when the customer later files bankruptcy. For instance, Section 546(c) of the Bankruptcy Code (and applicable state law) provides a vendor the right to reclaim goods it sold to the customer within 45 days of the bankruptcy petition date ...
The UK Department for Business Innovation and Skills (BIS) is currently consulting on a fundamental review of the UK competition regime. This includes, amongst other proposals, the introduction of a mandatory merger regime and a combination of the hitherto distinct first and second phase authorities (the Office of Fair Trading (OFT) and the Competition Commission) to form a single 'Competition and Markets Authority' (CMA) ...
