Things To Think About This Proxy Season Prior to Drafting Update director and officer questionnaires, including “independence” criteria for directors Most public companies follow the “best practice” of having all directors and executive officers complete a standard form of questionnaire each year to verify the accuracy of information about the person that is reported in the 10-K Report and proxy statement ...
The European Commission published its Recommendation on the role of non-executive directors in February 2005. Member States are invited, but not required, to promote the application of the Recommendation's principles by 30 June 2006. The principles are applicable to listed companies, although Member States are allowed to extend the ambit to unlisted companies. The Recommendation adopts the comply or explain approach utilised by the UK Combined Code ...
Article 55 of Supreme Decree No. 21060 of August 29, 1985, established that both private and public entities could freely enter into or terminate labor agreements subject to the General Labor Law and its Regulatory Decree. Also, under article 39 of Supreme Decree No. 22407 of January 11, 1990, the voluntary hiring and termination of employees was established ...
On February 2, 2006, the Quebec Court of Appeal rendered an interesting judgement involving directors’ liabilities in the case of Johnson and Marcil v. André Arthur et al (500-09-012808-028), a lawsuit for slander ...
There have been fresh developments in the continuing battle between pharmaceutical manufacturers and parallel importers. National and European courts have been attempting to strike a balance between the principle of the free movement of goods within the EU and the legitimate protection of intellectual property rights. The most recent contribution has come from Advocate General Sharpston (AG) in her opinion in the ongoing case of Boehringer and others v Swingward and Dowelhurst (C-348/04) ...
Last November the expert group appointed by the Scottish Executive to consider a statutory offence of corporate culpable homicide issued its report. As expected, the group proposed a new statutory offence of corporate killing. It recommended that this should apply to incorporated companies and, as far as possible, to unincorporated and Crown bodies. The report recommended that two individual offences (applying to named persons) be introduced ...
On 6 April 2006, new regulations, called the Transfer of Undertakings (Protection of Employment) – TUPE - Regulations 2006 came into force to replace the well-known 1981 Regulations. These are the Regulations that make provision for protection of employees – from dismissal and in their terms and conditions - where a business is transferred from one company to another. TUPE 2006 differs in a number of ways from the 1981 Regulations ...
In recent times, the issue of post-retirement healthcare benefits has taken on new significance for employers and sponsors of pension and health and welfare plans. Factors such as increasing numbers of retirees, rising drug and healthcare costs and government cutbacks to universal healthcare programs are causing organizations to re-evaluate the extent to which they can or are willing to continue to provide post-retirement healthcare benefits ...
R E M E M B E R • A director must act in the best interests of the company at all times. • A director may not favour the interests of the shareholder or the member who arranged for his election if that person’s interests differ from the interests of the company ...
In a judgment rendered on February 7, 2006, the Quebec Court of Appeal reiterated the obligations of the employer and the employee to play a role in seeking a reasonable accommodation. In cases where a collective agreement exists, the union has the same obligation ...
Twenty years after Portugal’s accession to the European Community, it has begun to be understood in Portugal that membership of the EU does not merely constitute for us a source of subsidies and aids of any kind, increasingly less so since the latest enlargement from fifteen to twenty-five Member States. It is, rather, a source of regulation for companies (and directly or indirectly for consumers) in a wide range of economic areas ...
A distribution franchise agreement allows a producer of goods or services (the “Franchisor”) to transfer to another entity (the “Franchisee”), in return of a fee, the commercialisation of such products under the Franchisor’s trade mark(s) and distinctive signs, in conformity with its uniform business method and upon the provision, by the Franchisor to the Franchisee, of technical know how and regular assistance ...
The commercial distribution of goods and services developed with the dynamics between sophisticated global markets, where the European Internal Market is integrated, with traditional markets of a local character or national dimension. The type of contract adopted by the producers or importer companies in order for their products or services to reach, through the commercial intermediaries, the final users – consumers or not – i. e ...
The phenomenon of personnel agencies Generally, Labour Relations laws assume the interaction of two parties, an employer and an employee. The employee offers his services, for pay, to an employer, who determines the working conditions and ensures discipline. This is a bipartite relationship. However, when a business entrusts the management of its human resources to a personnel agency, there is a tripartite relationship ...
There are three possible courses of action in this situation. These are: Derivative action A derivative action is brought under common law by a member on behalf of a company in respect of a wrong done to that company. Remedies awarded are for the benefit of the company. Derivative actions are an option where the company itself could sue and there has been a fraud on the minority, illegality or a failure to approve a matter by the members passing an appropriate resolution ...
From 1 October 2006, new legislation comes into effect intended to combat age discrimination. During a recent series of seminars, commercial law firm Shepherd and Wedderburn carried out a survey of delegates to understand employers' concerns and see what efforts they are making to take the new law on board. More than one in four delegates claimed they themselves intended to work past the anticipated default retirement age of 65 while a further 15% were unsure ...
There are three possible courses of action in this situation. These are: Derivative action A derivative action is brought under common law by a member on behalf of a company in respect of a wrong done to that company. Remedies awarded are for the benefit of the company. Derivative actions are an option where the company itself could sue and there has been a fraud on the minority, illegality or a failure to approve a matter by the members passing an appropriate resolution ...
On March 31, 2006, the Treasury Department published in the Federal Official Gazette the "General Foreign Trade Rules for 2006" (GFTR), intended to help taxpayers in the application of the law. While the GFTR may give taxpayers rights, they may not establish obligations different from those contained in the Mexican Constitution or in laws and regulations ...
On March 15, 2006, the German Federal Cartel Office published a new Leniency Program, which replaces the previous Notice 68 of 2000. With this Program, the FCO offers cartel participants wishing to leave a cartel and cooperate with the FCO immunity from or reduction of fines. A summary of the new Program can be found at: http://www.worldservicesgroup.com/files/groups/1494_0330023908 ...
On March 6, 2006, the Ministry of the Economy published the Explanatory Notes for the Tariff Classification of Goods in the Federal Official Gazette, after a delay of over four years from the date of publication of the Federal Law on Import and Export Duties (“FLIED”) on January 18, 2002. These Explanatory Rules should have been published at the same time ...
In April last year, companies were given greater flexibility in protecting their directors against certain liabilities as a result of changes to the law. The changes recognised increasing concern over directors' exposure to liability arising from legal proceedings brought by third parties. The Companies Actprohibits a company from exempting directors in respect of liability if negligent, in default or in breach of duty or trust ...
This paper appears in the March 24, 2006 issue of The Lawyers Weekly, published by LexisNexis Canada Inc. Over the past few years, courts in Canada have faced the apparent conflict between competing statutory mandates with respect to class proceedings and arbitrations. In Ruddell v. BC Rail Ltd., 2005 BCSC 1504, Mr. Justice Holmes of the British Columbia Supreme Court reviewed this conflict in the context of pension litigation ...
The Court of Final Appeal made a landmark ruling at the end of February on an unprecedented claim for holiday pay or annual leave pay based on commission in Lisbeth Enterprises Limited v Mandy Luk. The Court concluded that, apart from the contractual commission which accrued and calculated on a daily basis in amount varying from day to day, no commission is to be included in the calculation of holiday pay and annual leave pay ...
