I. Background: 2010-2011 and the “First Wave” of Say-on-Pay SuitsIn 2010 and 2011, after the enactment of federal “say-on-pay” legislation in the Dodd-Frank Wall Street Reform and Consumer Protection Act,1 shareholder plaintiff firms filed several actions alleging breaches of fiduciary duties by directors of companies experiencing unfavorable say-on-pay votes during proxy season ...
The First Circuit recently held that complaints filed first under the False Claims Act’s first-to-file rule do not need to satisfy Federal Rule of Civil Procedure 9(b)’s particularity requirement. See United States ex rel. Heineman-Guta v. Guidant Corp., 2013 WL 2364172 (1st Cir. May 31, 2013) ...
Attorney; a lawyer shall not assist in the unauthorized practice of law. Atty. Bancolo admitted that the Complaint he filed for a former client before the Office of the Ombudsman was signed in his name by a secretary of his by Text-Enhance" href="http://lexoterica.wordpress ...
Dear Reader, We have the pleasure to present the new edition of Doing Business in the Baltics. We hope that the information presented in this publication will provide businesses, investors and their advisers a better understanding of the advantages that the Baltic States have to offer ...
As previously described, in the fall of 2012 the NYSE and NASDAQ markets previously issued rules concerning the independence of compensation committee members and advisers as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules were approved by the Securities and Exchange Commission in January 2013 ...
On April 11 2013, the Philippine Bureau of Internal Revenue issued Revenue Regulations No 6-2013 (RR 6-2013) amending certain provisions of Revenue Regulations No 6- 2008, which provides for, among other things, therules involving the determination of the fair market value of shares of stock not listed and traded in the local stock exchanges ...
The Turks & Caicos Islands (TCI) has recently introduced a raft of legislation to enhance its existing comprehensive anti-money laundering regime. The provisions largely follow the “Review of Financial Regulation in the Caribbean Overseas Territories and Bermuda” recently conducted for the British Government by KPMG (generally known as “the KPMG Report”) ...
Canada’s new anti-spam law (the CASL) is expected to come into force later this year. This Act is designed to create a safer online environment for individuals and businesses in Canada. From a business perspective, it will change how some routine daily activities – such as distributing commercial electronic messages (CEM) to customers – are executed. Currently, a majority of businesses rely on implied consent when they send CEM to customers ...
It is expected that Canada's new Anti-Spam Legislation (CASL) will come into force later this year, and with it will come significant changes for how businesses and individuals may send people "commercial electronic messages" (CEM), including emails or text messages.CASL aims to create a safer online environment by targeting issues relating to spam, such as unsolicited commercial messages, phishing and unauthorized installation of software ...
It is undeniable that technology and globalization are changing the way lawyers practice law. Technology has not just made people, places, and things much more accessible to us – it has impacted the way we store information and documents, the way we communicate with and advise clients, how we conduct investigations, and how we participate in discovery ...
It is known that the effects of better infrastructures on a country’s economy are enormous and this fact has been widely recognised in the ambitious Strategic Development Plan laid down by the Government of East Timor, which highlights that the “policy framework to 2020 will ensure that Timor has quality national infrastructures in place by the end of this decade ...
Here are select February 2013 rulings of the Supreme Court of the Philippines on civil law: Civil Code-Common Carrier; requisite before presumption of negligence arises; bill of lading; interpretation thereof; inherent nature of the subject shipment or its packaging as ground for exempting common carrier from liability; failure to prove negligence does not entitle claimant for damages ...
BUILDING SAFETY – NEW ONEROUS OBLIGATIONS FOR OWNERS On March 18, 2013, the Règlement visant à améliorer la sécurité dans le bâtiment, adopted pursuant to the Building Act, came into force. The new Regulation, which became chapter VIII of the Safety Code entitled “Building”, contains rules on fire safety and on maintenance of building facades and multi-level concrete parking structures ...
On March 18, 2013, the Règlement visant à améliorer la sécurité dans le bâtiment, adopted pursuant to the Building Act, came into force. The new Regulation, which became chapter VIII of the Safety Code entitled “Building”, contains rules on fire safety and on maintenance of building facades and multi-level concrete parking structures ...
A jury in the Northern District of California has convicted David Nosal of violating the Computer Fraud and Abuse Act (“CFAA”) by accessing his former employer’s computer network without authorization to obtain confidential information for use in a competing business. The business community has followed this case closely because it has far-reaching implications for the future application of the CFAA and, more importantly, for companies’ ability to protect their sensitive proprietary data ...
This week, the Ralph Lauren Corporation became the first company to obtain a non-prosecution agreement from the Securities and Exchange Commission in connection with a Foreign Corrupt Practices Act (“FCPA”) investigation. Ralph Lauren also obtained a non-prosecution agreement from the Department of Justice in connection with its investigation of the same FCPA violations ...
The First Circuit recently reinstated part of a False Claims Act complaint against a drug-testing laboratory, and in so doing, may have limited the reach of the FCA’s public disclosure bar. In U.S. ex rel. Cunningham v. Millennium Labs. of Cal., Inc., 2013 WL 1490435 (1st Cir. April 12, 2013), the First Circuit held that the district court erred in dismissing the entire FCA complaint merely because the action was based in part on prior public disclosures ...
The computer hacking trial of David Nosal is under way in federal district court in California. The trial is being followed with interest in the business community because it is the latest development in a case that highlights an important split in the interpretation of the Computer Fraud and Abuse Act (“CFAA”) that has far-reaching ramifications with respect to liability–and protection for companies’ proprietary information ...
You are general counsel of a publicly-traded medical device company. Your company’s Board has identified a publicly-held X-ray and CT scan component manufacturer that it would like to acquire. The target is a Delaware corporation based in California, with additional manufacturing facilities in Utah and Kentucky; within the past three years, it has sold two mothballed manufacturing facilities ...
On March 26, 2013, in the case of Teed v. Thomas & Betts Power Solutions, L.L.C.,1 the Seventh Circuit, in an opinion written by Judge Posner, joined at least one other circuit court and a multitude of district courts across the country in extending the federal common law standard for evaluating successor liability to suits brought under the Federal Labor Standards Act (“FLSA”) ...
Last week the Delaware Supreme Court held in Pyott v. Louisiana Municipal Police Employees’ Retirement System, ___ A.3d ___, 2013 WL 1364695 (Del. 2013), that a Delaware derivative complaint should have been dismissed after a California federal court entered a judgment dismissing essentially the same complaint brought by different stockholders for failure to plead demand futility ...
On 3 March 2013, the Swiss electorate approved the Minder Initiative, which will fundamentally change the legal framework on executive compensation and other corporate governance matters for Swiss public companies. The implementation of the Minder Initiative will be the task of the Federal Council and the Swiss Parliament ...
Since the announcement of the investigation by the SEC of the CEO of Netflix, Inc. for a July 2012 Facebook post celebrating a company milestone, there has been considerable uncertainty as to whether companies can use social media outlets, like Facebook and Twitter, to communicate with investors without violating Regulation Fair Disclosure (“Regulation FD”) ...
