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 ...
1 Collateral What types of collateral are available? Collateral used in secured financings can also be used in project financings ...
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”) ...
As expected, the FDIC moved against the former key officers of Washington Mutual Bank, namely its former President/CEO, COO and Home Loans President in March. The FDIC believes that these three people are responsible for WaMu’s higher risk lending program, which accounted for the bank’s huge losses. It is reported that the damages being sought against the defendants may be in excess of $900 million, which should grab anyone’s attention ...
In March 2011, the Fourth Circuit issued a decision that has potentially substantial impact on the banking community at large, especially as it relates to decisions on whether to extend credit to a debtor after he or she receives a discharge in bankruptcy. In Maryland v. Ciotti (In re Ciotti), 2011 U.S. App. LEXIS 4492 (4th Cir. Mar ...
Last Thursday and Friday, I was in Charlotte for the UNC School of Law Banking Institute. The conference is very deserving of its great reputation; it was very informative (Albeit after almost 6 hours of Dodd-Frank analysis on Thursday, I was just glad to be able to stand.) ...
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 This exemption has been withdrawn so that from 6 April 2011 the rules on restrictive agreements apply in full to existing and new agreements ...
Introduction The Great Recession is producing unprecedented levels of foreclosures1¡ªdeeds©/in©/lieu of foreclosure, bankruptcies, receiverships and other transactions in which financial institutions acquire control of real estate assets that must then be managed and sold ...
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) ...
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 ...
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 ...
st1/:*{behavior:url(#ieooui) } The long-awaited Royal Decree of 7 December 2010 on Real Estate Investment Trusts (REITs) (vastgoedbevaks/sicafi)(the “Decree”) entered into force. The new legislation brings major changes. This article gives an overview of the most important legal changes, which can broadly be categorized into four topic areas. First, the Decree establishes a moreflexible procedure for raising capital ...
In its most basic form, the guaranty is an agreement (importantly it is the guarantor’s separate contract with lender) by one party to be responsible for the debt or obligations of someone else. We all know it and love it – it is the lender’s friend. But like so many friendships, when it is built on a fundamental misunderstanding or problem, a train wreck ensues and we feel the pain ...
In the past several years, there has been an increase in cases asserting claimsunder the West Virginia Consumer Credit and Protection Act, W. Va. Code§ 46A-1-101, et seq. (“WVCCPA”) relating to illegal debt collection. The success of early suits has lead to an increased number of these lawsuits ...
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”) ...
with the assistance of Robert La Rosa, student-at-lawOn October 28, 2010, Justice Yves Poirier of the Quebec Superior Court rendered a decision, which enforced the application of new section 54.1 of the Bankruptcy and Insolvency Act (hereinafter the “BIA”). The case, Aliments Möpure inc. (Avis d’intention et de proposition de) (“Möpure”), addressed the question of whether a creditor advancing an equity claim has the right to vote at creditors’ meetings ...
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 ...
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 ...
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 ...
With the continuous increase of Chinese investments throughout the entire world and, particularly, in Portugal, along with the inverse phenomenon, it is extremely important to acknowledge that Portugal has already entered into double tax treaties with China and Macau, which became important instruments to be considered by companies and individuals when moving forward with their international planning strategies ...
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)‑1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) by creating a new Form PF for use by the Financial Stability Oversight Council (the “FSOC”) and other regulatory agencies in assessing systemic risks posed to the U.S ...
Tax treatment of different acquisitions What are the differences in tax treatment between an acquisition of stock in a company and the acquisition of business assets and liabilities? The main difference from the acquirer’s perspective is that there is only a step-up in the tax basis on an asset purchase, while a stock acquisition as a general rule does not allow for a step-up on the basis of the target’s assets ...
The "say-on-pay" rules giving stockholders a voice in executive compensation are now in place for publicly traded companies. The rules establish new proxy requirements applicable to the 2011 proxy season, although for smaller reporting companies, implementation of certain of the rules has been deferred until 2013. A number of companies have already begun to report the results of their “say-on-pay” votes ...
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 ...
