OVERVIEW:Good governance can and should create value for SMEsGood governance can constitute protection against a director’s potential liabilityThe general duties of the director of a SME are the same as those of the director of a large corporation (care and loyalty)The terms for complying with duties and implementing governance should be simple and practical in the context of a SMEAn adequate structure and openness by management must be present before agreeing to act as an external directorS
An important, and often overlooked, arrow in the quiver of any company defending itself against potentially devastating class litigation is the implicit requirement of “ascertainability.” Before a class can be certified, a plaintiff must demonstrate by a preponderance of the evidence that the members of the class are currently and readily identifiable based on objective criteria ...
CONTENTS Easing the financing rules while waiting for crowdfundingAvoiding disputes by entering into a shareholders’ agreementTenth anniversary of Bill 72 : Land protecton and rehabilitation EASING THE FINANCING RULES WHILE WAITING FOR CROWDFUNDINGJosianne BeaudryThere is no doubt that small and mediumsized enterprises (“SMEs”) and businesses in the startup phase (also known as early- stage businesses) face multiple challenges when seeking financing ...
By: Oleksandr Voznyuk, Anastasia Usova1 General1.1 Please identify the scope of claims that may be brought in Ukraine for breach of competition law.In the context of private enforcement in respect of competition law infringements, the following types of claims may be brought before the courts:a) Claims seeking cease-and-desist orders ...
Starting a business venture with others is an exciting prospect. However, because owners tend to put (understandably) on getting the company off the ground, they the important step of putting in place a business agreement founding partners., commonly known as shareholder agreements, are vital and understanding between investors on key matters relating to the company ...
Gender diversity on corporate boards is a hot issue in Canada. A recent report by TD Economics showed the extent of the disparity between Canada and other developed economies. Women represent only 11% of board members for companies in the S&P/TSX Composite Index, with 43% of boards being all-male and 28% having just one female board member ...
The White House recently issued a report outlining potential incentives that may be available to companies that adopt the voluntary cybersecurity framework currently being developed by the National Institute of Standards and Technology (the “Framework”). Both the incentives program and the Framework are being developed pursuant to the February executive order aimed at improving the cybersecurity of America’s critical infrastructure (read our prior coverage of the executive order here) ...
On August 12, 2013, the United States Court of Appeals for the Fifth Circuit in Joe W. and Dorothy Dorsett Brown Foundation, et. al. v. Frazier Healthcare V, L.P., et al. affirmed the decision of the United States District Court for the Western District of Texas dismissing with prejudice all claims stemming from the 2011 acquisition of Ascension Orthopedics, Inc. (“Ascension”) by Integra LifeSciences (“Integra”) ...
Never has there been a more controversial law in the past decade than the Reproductive Health Law (“RH Law”). After a long and contentious battle in Congress, the law was finally passed. But the fervent opposition by the so-called Pro-life groups (chief among them the Catholic Church) endures. Four days after the approval of the law’s Implementing Rules and Regulations (“IRR”), the Supreme Court on March 19, 2013, halted its implementation, issuing a 120-day status quo ante order ...
TCI’s anti-money laundering (AML) regulations were extended in 2010 to certain classes of non-regulated financial business (NRFBs). The categories concerned include:- A person who by way of business provides accountancy or audit services.A person who by way of business acts as a real estate agent.An independent legal professional ...
On August 13, 2013, significant amendments to National Instrument 41-101 - General prospectus requirements, National Instrument 44-101 - Short form prospectus distributions, National Instrument 44-102 – Shelf distributions and National Instrument 44-103 – Post-receipt pricing (and their respective companion policies) regarding permissible “pre-marketing” and “marketing” activities came into force (collectively, the “New Amendments”) ...
INTRODUCTION On July 17, 2013, the Court of Appeal issued an unprecedented judgment in Quebec in the case of Theratechnologies inc. v. 121851 Canada inc.1 Justice Clément Gascon, writing for the court, held, in a unanimous decision, that a judgment having authorized a class action for damages under section 225.4 of the Securities Act (Quebec)2 (hereinafter the “S.A.”) can be appealed despite the rule laid down in the Code of Civil Procedure (Quebec) (hereinafter the “C.C.P ...
On January 17, 2013, the United States Bankruptcy Appellate Panel for the First Circuit (the "First Circuit BAP") rendered its opinion in Massachusetts Department of Unemployment Assistance v. OPK Biotech, LLC (In re PBBPC, Inc.), BAP No. MB 12-042 (B.A.P. 1st Cir. Jan ...
IntroductionOn July 23, 2013, the U.S. District Court for the District of Columbia1 (the “District Court”) upheld Rule 13(p) (the “Rule”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). This Rule imposes investigative and public disclosure requirements on companies that use “conflict minerals” in their manufactured products ...
BackgroundFollowing much anticipation on the part of health care industry members, CMS released its long-awaited final rule on the Physician Payment Sunshine Act in February 2013, supplying clarification and guidance on new financial disclosure requirements governing pharmaceutical and medical device manufacturers. The rule includes extensive and potentially time-consuming mandates for drug and device companies, including reporting of annual payments to physicians and teaching hospitals ...
There is no centralised data available on M&A in the Philippines. However, based on general investment data compiled by investment promotion agencies (such as the Board of Investments (BOI) of the Philippines) and the Bangko Sentral ng Pilipinas (BSP), total approved foreign direct investment (FDI) for 2012 reached 289.1 billion Philippine pesos, which surpassed the previous year’s record level of 258.2 billion Philippine pesos by 12 per cent ...
The ICSA has published new guidance on terms of reference for audit, remuneration, nomination, risk and executive committees, as well as new guidance on matters reserved for the board. The new guidance notes have been revised to reflect the updated editions of the UK Corporate Governance Code (“Code”) and FRC Guidance on Audit Committees published in September 2012 and which apply to all companies with a premium listing with reporting periods beginning on or after 1 October 2012 ...
The ABI has published a report on improving corporate governance and shareholder engagement. The report is a critical evaluation of the roles and responsibilities of the main elements of corporate governance, including: • The role of the non-executive in providing constructive challenge. • How institutional investors hold companies to account. • The relationships between, and responsibilities of, asset managers and asset owners ...
Decree-Law 2/2005 of 27 December, which approved the Mozambican Commercial Code, makes it possible for Mozambican or foreign individuals or clients to set up business in Mozambique in one of six different ways: (i) general partnership (Sociedade em Nome Colectivo); (ii) limited partnership (Sociedade em Comandita); (iii) capital and industry partnership (Sociedade de Capital e Indústria); (iv) quota company (Sociedade por Quotas); (v) single person quota company (Sociedade Unipessoal por Quotas)
On the 19th of July, CMVM Regulation no. 4/2013 on the corporate governance of the issuers of shares admitted to trading in Portugal (“Issuers”), and a new version of the CMVM Corporate Governance Code amending the code in effect since 2010 (“2013 Corporate Governance Code”), were published. Although the aforementioned CMVM Regulation no ...
Although non-compliance with the Consumer Protection Act (the “CPA”) is generally sanctioned by the nullity of the CPA non-compliant clauses, or of the contract in its entirety, in cases involving written notices of forfeiture of the benefit of the term, the courts have sometimes decided to maintain the validity of the non-compliant notices if they were not prejudicial to the consumer’s rights. The following two judgment support this view ...
In Novozymes A/S v. DuPont Nutrition Biosciences APS, 2012-1433 (Fed. Cir. July 22, 2013), the Federal Circuit affirmed the district court’s grant of DuPont’s post-trial motion for judgment as a matter of law holding that Novozymes’ U.S. Patent No. 7,713,723 (“the ’723 patent”), directed to a variant of alpha-amylase, was invalid under 35 U.S.C. § 112, first paragraph, for failing to satisfy the written description requirement.2 (Slip op. at 18) ...
The Pensions Regulator has issued revised codes ofpractice and guidance on reporting the late payment of contributions to ensure a system of effective monitoring of contributions in money purchase work-based and personal pension schemes. The revised codes, which are designed to support auto-enrolment, are expected to come into force this autumn ...
