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 ...
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 ...
In the majority of countries, the rights obtained over a trademark are created by its use and/or its registration. Mexican law follows a mixed or exception system. In effect, the right to the exclusive use of a trademark is obtained by means of its registration, which protects certain products or services (the principle of specificity of products or services); however, its use also produces legal effects before and after the registration ...
In case of a dispute arising between the parties, it may be advisable initially to solve it without the recourse to the courts, i.e. through sending a letter - claim or a warning, signing the court approved settlement agreement, obtaining an executive record of the notary public according to promissory notes or cheques, whether protested or not, or by seeking compromise through negotiations, etc. If the parties fail to solve a dispute amicably, the dispute may be referred to the courts ...
The Director of Corporate Enforcement is targeting company directors who abandon insolvent companies and leave them to be involuntarily struck off the Register as an alternative to a formal liquidation. The Director has indicated that he will take proceedings under Section 160 of the Companies Act, 1990 to secure disqualification orders against such directors in appropriate cases. He is getting support for this in the High Court ...
What is Licensing?Globalization and the opening of international markets generate an increase in trade on a world-wide basis and greater competition between businesses. It has become increasingly difficult for companies to follow the traditional process of developing, manufacturing and distributing products themselves.Licensing is a simple and different way of selling one’s products ...
As a director you have a duty to act honestly, in good faith and in the best interests of the company. This means you must take proper care of the company's assets and ensure that you don't profit from your position. To this end, when purchasing property from the company, the purchase price should reflect the current market value ...
Unlimited Liability Corporations Lawson Lundell LLP is committed to excellence in business law. In fulfilling this commitment, we ensure that we are aware of changes in the legal environment and are proactive in identifying opportunities for our clients to benefit from such changes. The recent introduction of legislation in Alberta to allow the creation of unlimited liability corporations (¡§ULCs¡¨) presents such an opportunity. Enclosed is a brief summary of ULCs and their uses ...
Judgment of the European Court of Justice in Tetra Laval BV v. European Commission (Case C-12/03 P) of 15 February 2005 In its judgment of 15 February 2005 in case Tetra Laval BV v. European Commission, the European Court of Justice (hereinafter the “ECJ”) upheld and confirmed conclusions reached by the Court of First Instance (hereinafter the “CFI”) in its judgment of 25 October 2002 ...
The judgment of the European Court of Justice in European Commission v. max.mobil Telekommunikation Service (C-141/02 P) of 22 February 2005 The plaintiff was an Austrian mobile operator contesting the level of regulatory fees it was required to pay. Specifically, as the claimant indicated, it was subject to fees similar to those applicable to a competing mobile operator owned by the Austrian state ...
Overview A recent B.C. court decision provides welcome news for trustees of multi-employer, defined benefit, negotiated cost pension plans. Under s. 59(3) of the Pension Benefits Standards Act (“PBSA”), trustees of these plans can reduce accrued benefits to meet solvency requirements, and have used this power at various times in the last 12 years. But this power had never been judicially tested. In Neville v ...
The Competition Bureau (the “Bureau”) is responsible for the administration and enforcement of the Competition Act (the “Act”), including criminal provisions relating to conspiracies to lessen competition, price fixing, market allocation, bid rigging and resale price maintenance, and civil provisions relating to abuse of dominant position, as well as other practices that may lessen competition, such as tied selling, refusal to deal and exclusivity ...
David Hughes v Seamus Duffy and Eugene Hanratty, 19 April 2005, High Court Facts: This case was taken under Section 150 of the Companies Act 1990, by the Official Liquidator of the Supreme Oil Company Limited. Section 150 provides for a prohibition or restriction of persons acting as company directors for a period of five years. The respondents sought to have the application dismissed or refused by reason of the delay in bringing the application ...
GoodCorporation, the standards organisation for responsible business practice, today officially announced the launch of its service in Ireland. The first organisation of its kind to operate in Ireland, GoodCorporation audits companies for corporate social responsibility practices and provides benchmarking against which member companies can measure their performance ...
In the Official Gazette of the Federation dated June 16, a Decree was published through which several provisions of the Industrial Property Law are amended and added. The object of these modifications is the issuance of a declaration of protection of well-known and famous trademarks in our country. 1 ...
One of the functions of Companies House is to make information filed with it available to the public. Staff at Companies House do not question the validity or accuracy of the documents filed and this combined with the ability to freely obtain company details from Companies House can lead to potential fraudsters "stealing" or hijacking a company's identity. Such a fraud took place in 2004 when Companies House forms were, without the company in question's knowledge, lodged by X, a fraudster ...
Infiniteland Limited v Artisan Contracting [2005] EWCA Civ 758 This English case highlights some vital principles to be considered when drafting share purchase agreements, carrying out and reviewing due diligence and disclosing against warranties ...
Hidden Ireland Heritage Holidays Ltd. (t/a The Hidden Ireland Association) v Indigo Services Ltd. and Colclough and Gardner, Supreme Court, 7th June 2005 Facts: The plaintiff’s business consisted of booking country homes for its members. The second defendant, Colcough, acted as secretary to the plaintiff from 1986 to 1996. The plaintiff’s principal claim was that the second defendant diverted business to his own competing business with the assistance of the first defendant, Indigo Services ...
A new regime for prospectus and registration exemptions for private placements is now in effect in Quebec. It was developed by the Canadian Securities Administrators (“CSA”) and affects both private and public companies. In Quebec, the new regime has been implemented in the form of a regulation (“Regulation 45-106”), which has brought about significant changes to both prospectus and registration exemptions under the Securities Act (Quebec) (the “Act”) ...
Businesses in the UK are often willing to spend substantial sums of money on acquiring robust protection for their patents, trade marks and other intellectual property. Assets such as these help to set apart one business from its competitors. However, businesses have traditionally been less inclined to spend money on taking court action against competitors that infringe their intellectual property ...
Privacy notices are the windows to how organizations collect, use, share, and protect the information that pertains to individuals. As information processes have become more complex, privacy notices have become very long, mirroring the complexity. The effect has been to obscure the content that individuals need to know when making judgments about with whom they will do business. This has been an impediment to on-line commerce ...
Imagine you are a seasoned trial lawyer at a large, downtown firm. Following a successful “Beauty Contest” at the New York headquarters of Telco Corporation—a FORTUNE 500 telecommunications company—you are given the opportunity to represent Telco in future commercial disputes. To prepare, you begin to research Telco Corporation so that you are familiar with its management, core business, financials, and other issues potentially affecting future litigation ...
This Newsletter approaches several issues, in a general and simple manner that the format requires, which we consider may be of interest to businessmen and companies, with the purpose to inform them or even to challenge them to new forms of organisation and development of their businesses ...
In the Matter of Flightlease Ireland Limited (In Voluntary Liquidation) and in the Matter of the Companies Acts 1963 to 2003 and in the Matter of an Application for Directions Pursuant to Section 280 of the Companies Act 1963, unreported High Court, 27 July 2005 Background: Flightlease Ireland Limited (Flightlease), a Swissair holding company, was declared insolvent, and an arrangement was put in place with Societe d’Explotiation OAM Air Liberte (Air Lib) whereby Air Lib’s holding company wou
