Issues surrounding the election of Directors of Public Companies gained the attention of Canadian Securities Regulators in the last years due to concerns expressed be large institutional directors that current Canadian Rules regarding the election of Directors were not Democratic nor aligned with current practices in other countries ...
Federal statutes and regulations impacting the banking industry run the gamut from a basic forgery to fraud and insider trading. Financial institutions need to be informed and know where to turn if illegal activity is discovered by bank management or if the bank is the focus of a federal investigation ...
On October 29, 2012, the UK Information Commissioner’s Office (“ICO”) served private sector financial services company The Prudential Assurance Company Limited (“Prudential”) with a monetary penalty of £50,000 in connection with a serious violation of the Data Protection Act 1998 (“DPA”). The violation concerned a mix-up involving Prudential customer details ...
What is an illegal contract and is it enforceable? If an illegal contract is unenforceable, does the party who received its benefit get to keep that windfall? The short answer to the first question is that a contract is illegal when it is either contrary to a statute or is contrary to public policy. Generally, illegal contracts are not enforceable. The answer to the second questions is “it depends” ...
A new Regulation on Corporations has recently entered into force in Chile (the “New Regulation”). It aims essentially to complement the provisions of the Law on Corporations, updating the rules established in the prior Regulation on Corporations, clarifying or specifying certain articles that raised questions, adjusting the applicable provisions to the latest legal amendments and making certain practical aspects easier ...
On 18 October the Department for Business, Innovation & Skills (BIS) released a set of draft regulations designed to reduce the complexity involved in narrative reporting for large British companies and increase transparency. Changes will take effect from October next year, meaning quoted companies with reporting years ending on or after 1 November 2013 will need to change the form and content of their reports ...
On October 15, 2012, IOGA-WV, the Independent Petroleum Association of America (“IPAA”) and five other state-level oil and gas associations filed suit in the D.C. Circuit Court of Appeals challenging the U. S. Environmental Protection Agency’s (“EPA”) New Source Performance Standards (“NSPS”) promulgated for the oil and natural gas industry on August 16, 2012 ...
As part of the new Flex BV Act that came into force in the Netherlands as per 1 October 2012, also a revised statutory dispute settlement procedure (wettelijke geschillenregeling) was introduced. This procedure can be used in two ways. Firstly, the procedure offers shareholders, under certain circumstances, the opportunity to force a shareholder to sell its shares (‘squeeze-out’ or uitstoting) ...
On 1 August 2012, the Indonesian Capital Market and Financial Institution Supervisory Board (“Bapepam-LK”) issued a new regulation on Annual Reports of Public or Listed Companies, Bapepam-LK Regulation Number X.K.6. The regulation requires information on the primary and directly or indirectly controlling shareholders of listed companies, up to individuals, to be provided in the form of a scheme or diagram in their annual reports ...
As Denmark is situated between the North Sea and the Baltic Sea, the prevailing weather conditions suggest that wind power should constitute a major part of the country's total power production. While onshore wind turbines have dominated the Danish landscape for decades, offshore wind turbine parks have been erected in Danish waters in recent years ...
UK Bribery Act: Serious Fraud Office publishes revised policies for facilitation payments, business expenditure and corporate self-reporting An important announcement for multinational organisations with business links in the United Kingdom. The Serious Fraud Office in the United Kingdom has published revised policies for facilitation payments, business expenditure and corporate self-reporting that take immediate effect ...
Meteorologists dubbed Hurricane Sandy a “perfect storm” or “superstorm” long before it even made landfall on the East Coast, and it lived up to those terms. Sandy brought gale-force winds, flooding, heavy rain, and snow to much of the Eastern Seaboard and the Northeast, including densely populated areas such as Washington, D.C., Baltimore, New York City, and Boston ...
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted a new EDGAR Filer Manual,1which provides that effective October 15, 2012, emerging growth companies under the Jumpstart Our Business Startups Act (“JOBS Act”) must now use EDGAR to submit confidential draft registration statements ...
In general, corporate legislation in Canada provides that if a corporation engages in specific types of transactions, such as an arrangement or amalgamation, shareholders are entitled to vote against the transaction. If the transaction is nevertheless approved, shareholders can then exercise a right to dissent and be paid fair value for their shares. Last month, I blogged that a chambers judge in the Yukon had allowed beneficial shareholders to exercise a right of dissent ...
Not having to convene a shareholders meeting makes the decision-making process more easy for shareholders. Under the Act on simplification and flexibilisation of rules governing Dutch BV's (the "Flex BV Act") that entered into force on 1 October 2012, it has become easier to pass shareholders resolutions outside a meeting ...
China International Economic and Trade Arbitration Commission (CIETAC), the largest arbitration commission in China, recently surprised the international arbitration community by prohibiting its two sub-commissions in Shanghai and Shenzhen to accept any further arbitration applications or otherwise to act in the name of CIETAC, just shortly after the new CIETAC Arbitration Rules have entered into effect on 1. May 2012 ...
Editor’s Note: Since the DealThink series began, we have focused on various M&A and governance issues facing general counsel of public companies. We would like to broaden the discussion to include the expertise of “specialist” attorneys (e.g., tax, employee benefits, intellectual property) with whom general and outside corporate counsel will likely consult and rely upon during the course of an M&A transaction ...
As required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the final rule issued by the U.S. Securities and Exchange Commission (the “SEC”) in June 2012, the New York Stock Exchange (the “NYSE”) and NASDAQ each issued proposed rules on the independence of compensation committees and their advisers on September 25, 2012. The proposed rules are subject to approval by the SEC ...
B.C. Environment Minister Terry Lake and Energy, Mines and Natural Gas Minister Rich Coleman refused to issue an Environmental Assessment Certificate (“EAC”) to Pacific Booker Minerals Inc. for its proposed Morrison Copper/Gold Mine project near Smithers, at the headwaters of the Skeena River ...
On August 27, 2009, several amendments to the Mexican Commercial Code were published in the Federal Official Gazette (“DOF”), with the purpose of creating the Movable Guarantees Sole Registry (“Registro Único de Garantías Mobiliarias,” hereinafter referred to as the “RUG”), as a section of the Public Registry of Commerce dependent of the Ministry of Economy ...
Much has already been written on the proposed EU Data Protection Regulation, but there has been very little focus on the fundamental changes to the responsibilities and liabilities that the Regulation seeks to impose on data processors ...
On July 20, 2012, the Supreme Court of British Columbia (the "Court") rendered a judgment that sheds new light on the shareholder nomination process for electing the directors of a business corporation.1 In fact, the Court confirmed that a corporation’s policy, which aimed to impose an advance nomination process at a shareholders’ meeting, was reasonable and did not infringe shareholder rights with respect to electing the directors of a corporation ...
BackgroundIndustrial activities are of great importance to Europe’s financial wealth. Industrial emissions, however, cause environmental pollution and industrial emissions constitute a major part of Europe’s total emissions to air, water and soil. Consequently, there is a need for regulation of industrial operations at an EU level.In view hereof the so-called IPPC Directive (Integrated Pollution Prevention Control) was adopted in 1996 ...
Even a cursory review of relevant news stories today reveals that hydraulic fracturing (“fracking”) is one of the most hotly debated subjects in the energy sector. Both environmentalists and regulators are keeping concerns about fracking at the forefront of their agendas. Since late May of this year, there have been a number of key legal developments related to the issue that merit the attention of the oil and gas industry ...
Last Call: Do you have any Private Corporations Shares in your RRSP? The 2011 federal budget, which was tabled June 6, 2011 (after the defeated March 23, 2011 budget), proposed various broad anti-avoidance tax measures to counter the implementation of tax planning strategies involving investments in registered retirement savings plans (“RRSP”). One such anti-avoidance measure targets the shares of certain private corporations held in an RRSP after March 22, 2011 ...
