Under the current law, for an organisation to be liable for a fatality the 'identification' principle must apply. This first requires an individual to be personally guilty of the wrongdoing. This individual must then be identified as the "controlling mind" of the company. There are several problems with the current system. It is often impossible to identify the "controlling mind" behind the decision which results in the death ...
Enron, WorldCom, Tyco International and Parmalat: names associated with tales of corruption, mismanagement and financial irregularity. But these names are now also synonymous with something else: a raft of reforms to company regulation worldwide. Two such reforms being felt in the UK are the Companies (Audit, Investigations and Community Enterprise) Act 2004, and the FTSE Institutional Shareholder Services (ISS) Corporate Governance Index Series ...
On April 29, 2005, the Court of Appeal rendered a judgment in Pharmascience Inc. v. Option Consommateurs et Piro1 on the constitutionality of the amendments made to the Code of Civil Procedure on January 1, 2003 regarding authorizations to institute class actions. Contrary to the arguments of the appealing pharmaceutical companies, the Court of Appeal held that the amendments are constitutional and do not violate the Quebec Charter of Human Rights and Freedoms in any way ...
This paper is about the role of the pension and benefits lawyer in the context of a merger or acquisition. The paper profiles several recent high profile corporate transactions where pension issues played unexpectedly significant roles. These provide potent examples of how the pension and benefits lawyer should be consulted early on in the transaction process ...
General overview What legislation governs M&A activity in your jurisdiction? M&A activities in Taiwan are primarily governed by the Enterprise Mergers and Acquisitions Law, the Securities and Exchange Law, the Company Law, the Fair Trade Law and the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company ...
2004 has again been a very busy year on the M&A and Corporate Finance front, with the building materials, financial services, media and the property sectors dominating. The take private arena has been particularly active. Having been privatised in 2002, eircom was floated again earlier in the year with a market capitalisation of €1.1 billion ...
Outsourcing is not a new phenomenon. As business processes become more complex and costly many Irish companies are concentrating on their core activities and handing over responsibility for running expensive systems and managing large numbers of employees to expert third parties, for an agreed price. Irish companies are also increasingly outsourcing for strategic reasons, looking to leverage the specialist expertise of service providers to open new product and market opportunities ...
In part two of his article on Near and Offshore Outsourcings Dominic Conlon of A&L Goodbody sets out a list of issues which should be considered by any company looking to outsource its service requirements to a provider based in a foreign jurisdiction ...
In December 2004 and more recently in March 2005, the Superior Court rendered three significant judgments respecting motions for authorization to institute class actions. In the first case, Bouchard v. Laiterie et Boulangerie Parmalat Inc.1, the motion was denied for the absence of interest and of rights of the applicant. In the second case, Citoyens pour une qualité de vie v. Aéroports de Montréal2, the motion was denied for lack of identical, similar or related questions of law or fact ...
Limited Companies (LCs) and Limited Liability Partnerships (LLPs) are corporate structures that exist as separate legal entities and afford members limited liability. LCs and LLPs can enter into contracts, hold property, sue and be sued, grant fixed and floating charges and are subject to similar disclosure, accounting and filing requirements. The main distinction between them is that while an LC is treated as a taxable entity an LLP’s members are taxed as individuals ...
Summary • The directors’ duty of care (objective standard) • The directors’ duty of loyalty does not extend to creditors • The duty of care extends to other beneficiaries beyond the corporation • Corporate governance = shield against directors’ liability • In the United States, directors are forced to contribute their personal funds toward settlements • Changes are made to the proposed corporate governance rules and guidelines • Our April 2004 bulletin was updated in January 2005 to ref
Foreign arbitral awards and court judgments in Lithuania may be enforced only after having been recognised and authorised for enforcement by the Court of Appeals of Lithuania, an authority empowered by the State to recognise awards/judgments and authorise their enforcement ...
This will depend on how much money you are trying to raise and the number of people to whom you intend to offer the shares. The biggest change to the current AIM prospectus will occur if you are raising more than EUR 2.5 million (about £1.7 million) and you are offering shares to more than 100 people. If that is the case, the prospective directive (PD) will apply and the company will need to produce a PD prospectus ...
“Financial assistance” includes granting credit, lending money, providing security for or guaranteeing a loan. (This is the definition in relation to connected transactions, but a similar concept would apply generally.) We will first discuss the treatment of price-sensitive information, in respect of which there is a general obligation ...
THE LAW OF DEFAMATION: A PRIMER By Thomas S. Woods* INTRODUCTION Editors, publishers, writers, advertisers and all who are involved in the dissemination of information in written or electronic form should have at least an elementary grasp of the principles of the law of defamation. It is often said that a little information can be a dangerous thing. That truism is difficult to dispute ...
When it comes to the patentability of computer-implemented inventions, Europe and the United States have differing and diverse opinions. The United States has a liberal approach to the patentability of computer software and will therefore grant patents for such inventions. Not so in Europe though, where computer programs are patentable only if they make a “technical contribution” to the state of the art ...
ICC Publishes Paper on Internet Governance The Internet Corporation for Assigned Names and Numbers (ICANN), a private sector body based in California, currently operates the allocation of domain names and Internet Protocol addresses on a worldwide basis. At the World Summit on the Information Society in Geneva in December 2003, the issue of transferring ICANN’s role to the United Nations was raised by a number of developing countries ...
The UK press reported recently (August 2004) that an unnamed Lloyds TSB customer, backed by the Lloyds TSB Group Union, has complained to the Information Commissioner (the UK equivalent of the Irish Data Protection Commissioner) in respect of the transfer abroad of “sensitive personal data” 1 held by Lloyds about its customers. The government-appointed information commissioner has been asked to rule on whether Lloyds TSB is acting illegally ...
Synopsis - Trial lawyers often find themselves defending one of several defendants in a lawsuit. Depending on the claims and defenses in the case, they may need to communicate with lawyers defending other parties to discuss defense strategy and understand the case from different perspectives. It is critically important for trial lawyers to know and understand which communications are protected from discovery ...
May a manufacturer fix the price at which its distributor may sell its products (resale price maintenance)? Article 10 of the Federal Enconomic Competition Law sets out in seven paragraphs the activities that are classified as relative monopolistic practices, provided that: (a) the agent in question has substantial economic power in the relevant market; and (b) the purpose of effect of the activity is, or may be, to improperly displace other agents from the market, significantly impede their
Current economic competition legislation has imposed new rules on economic agents that operate in the national market. These rules have changed the nature of the relationships which business may have with competitors, suppliers, distributors, and customers ...
1. Overview of recent corporate governance reforms a. Recent initiatives There have been numerous recent changes in Hong Kong in relation to corporate governance matters, extending well beyond legislation and nonbinding codes. The roles of relevant regulators have also been examined and proposed changes made. As far as legislation is concerned, the most significant change is the introduction of the Securities and Futures Ordinance, which came into force on April 1 2003 ...
One of the key sectors of the Oil & Gas industry is the extraction of oil, gas and gas condensate hereinafter to be referred as carbohydrates (“CH”). For businesses involved in CH extraction, the two key assets are the extraction licence and the oil or gas well (“CH Well”). This article throws light on light on the legal concept of a CH Well in Ukranian Law and its application to the ownership issue ...
On October 29, 2004, the Supreme Court of Canada issued its much anticipated decision in the case of Peoples Department Stores (Trustee of) vs. Wise ...
The JIA or the Joint Investment Activity Agreement is a legal document on the basis of which thousands of tones of carbohydrates become privately owned in Ukraine everyday. Presently the JIA Agreement dominates the production of carbohydrates and this situation does not seem to be about to change in the near future. The article goes on to describe various JIA’s ...
