This paper focuses on the securities laws applicable to an acquisition by a U.S. company of a Canadian company (“Canadian Company” or “Target”). We will focus primarily on negotiated acquisitions of publicly traded Canadian Companies. Such cross-border business combinations are subject to regulation under U.S. federal and state securities laws, as well as the securities laws of the Canadian provinces ...
To Our Public Company Clients: Partly in response to the recent Enron crisis and related media publicity, the Securities and Exchange Commission has announced its views regarding disclosure that should be considered by companies in the Management’s Discussion and Analysis (“MD&A”) section of Form 10-K, Form 10-Q, and registration statements filed with the SEC ...
A Powerpoint presentation analyzing the actions of Enron's board of directors and audit committee and the impacts of this on corporate governance today ...
On April 29, 2002, the United States Supreme Court decided that the Americans with Disabilities Act ("ADA") does not require non-union employers to make an exception to their seniority system as a reasonable accommodation for a disabled employee. US Airways, Inc. v. Barnett, No. 00-1250 (April 29, 2002). This is the latest in a series of Supreme Court decisions narrowing the reach of the ADA ...
Federal Court Practice 2002 - State Bar of Texas Introduction This article provides an overview of the most commonly used rules under the Federal Rules of Civil Procedure relating to service of process, federal pleading practice and extraordinary remedies. Because it is an overview, this article is not a good substitute for studying the Federal Rules and the various Local Rules issued by the district courts ...
In: International Business Lawyer Issued by International Bar Association, page 233-235
Introduction A trip across the Mexican border is often a pleasurable experience. The ability to do business in Mexico has also become a profitable experience for many businesses. Increasingly, however, many United States and Canadian businesses doing business in Mexico are finding their venture into Mexico to be less a bus ride to a sunny beach and more a trip on a windy mountain road ...
IRS SUSPENDS 5500 FILING REQUIREMENTS FOR CAFETERIA PLANS, EDUCATIONAL ASSISTANCE PLANS, AND ADOPTION ASSISTANCE PLANS The Internal Revenue Service announced, in Notice 2002-24, that plan sponsors of cafeteria plans, educational assistance plans, and adoption assistance plans are excused indefinitely from the requirement to file Schedule F to Form 5500 for such plans. Thus, an employer whose health plan would not require the filing of a Form 5500 (e.g ...
The recent media coverage of the ENRON crisis and the related Congressional investigations have combined to precipitate new discussions about the adequacy of corporate governance, accounting oversight and financial disclosures. As a result, there is a strong push afoot for new federal requirements in these areas primarily through new SEC regulations. We are again reminded that “bad facts make for bad law” and a crisis often leads to over reactions ...
The Occupational Safety and Health Administration’s (“OSHA”) new recordkeeping regulations became effective on January 1, 2002. OSHA, however, has agreed to refrain from enforcing the regulations during the first 120 days of the rule, or until May 1, 2002 ...
Business Torts, Spring 2002 This article first presents a historical review of the development of the current framework for analyzing and determining if and when a business tort claim can coexist with a contract claim. Next, the article reviews Haase and its rationale. Finally, the article reviews key Texas Supreme Court opinions from the last five years and their impact on the availability of business tort claims and related tort damages in Texas ...
A Powerpoint presentation covering: Rule 190: Discovery Control Plans Rule 192: Scope of Discovery Rule 194: Requests for Disclosure Rule 195: Testifying Experts Rule 196: Requests for Production, Inspection and Entry Rule 197: Interrogatories Rule 198: Requests for Admissions Rule 199.2: Deposition Notices Rule 200: Depositions Upon Written Questions Rule 201: Depositions in Foreign Jurisdictions Rule 205: Discovery From Non-Parties Rule 193 ...
Houston Business Journal © 2002. All rights reserved As April 15 nears, many can empathize with Ralph Waldo Emerson's statement that "for every benefit you receive a tax is levied." Recent legislation introduced by U.S. Rep. Ric Keller (R-Fla), however, seeks to counter this mindset. In fact, this bill appears to make the statement that "for every benefit you give, a tax credit will be given ...
Department of State: DOS is now requiring all male nonimmigrant visa applicants between the ages of 16 and 45, regardless of nationality and regardless of where they apply, to submit Form DS-157 in addition to the usual Form DS-156 Nonimmigrant Visa Application. Posts may also require women to submit the form at their discretion. ∙ Jerusalem is the first post to require all applicants age 16 to 45, regardless of gender, to submit form DS-157 in addition to form DS-156 ...
Dallas Bar Association - International Law Section Luncheon Introduction Since the late 1800s, a shining, steadfast monument has stood over the United States as a savior of the poor and downtrodden. The sculptor intended the work to be an immense and impressive symbol of human liberty. As this guardian of the lowly and oppressed approached its historic 100th birthday, it was in need of restoration ...
Advanced Expert Witness Course II Introduction For many years, Texas courts held that expert (or interested witness) testimony would not support a summary judgment motion or response. See, e.g., Lewisville State Bank v. Blanton, 525 S.W.2d 696 (Tex. 1975) (per curiam); Gibbs v. General Motors Corp., 450 S.W.2d 827, 828-29 (Tex. 1970) ...
According to the fourth quarter 2001 report of Lodging Econometrics, the accelerated decline in the operating performance of the lodging industry will continue until the middle of the first quarter of 2002 due to the events of September 11, 2001 and the recession. Further, while the operating performance of the lodging industry may show signs of improvement by September of 2002, their effects may not be felt until the first quarter of 2003 ...
ERISA requires plan fiduciaries to discharge their fiduciary duties solely in the interests of the participants and beneficiaries of the plan, and imposes personal liability on plan fiduciaries who fail to do so. While these obligations have existed under ERISA for over 25 years, Enron has brought them into sharp focus and caused many employers to revisit the structure of, and the fiduciary responsibilities imposed on employees under, their 401(k) plans and other retirement plans ...
Introduction One of the important legislative initiatives for the Fox Administration was a tax reform package that could improve tax collection, while reducing the government’s historic reliance on Pemex for its tax revenues (typically approximately one-third) ...
Excerpt I. INTRODUCTION A. Preliminary Considerations When a U.S. client seeks help in "doing business abroad," the first task of counsel is to ask the right questions. It is important to learn enough about the extent of the client's experience and goals for doing business abroad so that the best course of action can be determined ...
On Monday, January 14, 2002, the United States Supreme Court decided 6-3 that the EEOC is not limited by an arbitration agreement signed by an individual employee, but may seek back-pay, reinstatement or damages on behalf of that employee when it litigates. The lower appellate courts had split, with the most arbitration favorable courts holding that where an arbitration agreement existed, the EEOC was limited to seeking injunctive relief ...
Resignation of Two Argentine Presidents. In late December 2001, Argentina saw the rare occurrence of the resignation of two Argentine Presidents. First, Fernando de la Rúa resigned after public protests to the administration’s economic policies resulted in civil unrest. Also resigning at the same time was his Minister of Economy Domingo Cavallo ...
As employers face the uncertainties of the post 9/11 era, we issue this Alert addressing five significant issues that the terrorist attacks raise for employers: (i) discrimination claims; (ii) the Uniformed Services Employment and Reemployment Rights Act of 1994; (iii) workplace violence; (iv) background checks; and (v) security, evacuation, and safety. 1 ...
On December 27, 2001, President Bush signed the Administrative Simplification Compliance Act (the "Act") that delayed the effective date of the electronic data interchange ("EDI") requirements of HIPAA. The EDI regulations required health claim transactions transmitted electronically to be in a standard format. The Act delays the effective date of the EDI regulations until October 16, 2003 or 2004 depending upon the size of your group health plan ...
Many employers are busy planning and preparing for the HIPAA privacy regulations which become applicable on or after April 14, 2003 or 2004, depending on the size of the group health plan. In the past, many employers wrapped all welfare plans into one plan document to reduce their Form 5500 filing requirements ...
