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 ...
On 14 August 2012, the Minister of Industry of the Republic of Indonesia issued Ministerial Regulation Number 81/M-IND/PER/8/2012 of 2012 on The Registration of Cellular Phones and Handheld Computers (“Regulation 81/2012”) ...
Importers are likely to welcome the Minister of Trade’s (MOT) latest move in the import license saga which commenced with a Supreme Court decision of June 2011 striking down MOT Regulation No. 39 of 2010 regarding the import of finished goods by producers. Following the issuance of MOT Regulation 27/2012 (“Reg 27”), and in response to the several concerns which ensued, the MOT recently issued MOT Regulation No. 59/2012 (“Reg 59”) ...
On 24 August 2012, the Minister of Trade (“MOT”) issued Regulation No. 53/M-DAG/PER/8/2012 on Organizing a Franchise Business (“Regulation 53”). Regulation 53 revokes Regulation No. 31/M-DAG/PER/2008 (“Regulation 31”). Direct or Indirect control of Franchise Regulation 53 prohibits franchisors to appoint franchisees with which they have a direct or indirect control relationship ...
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 ...
Traditionally investors have looked towards developed countries for investment opportunities and, more often than not, investment decisions have been based on the economic development and growth of such countries. However, recently investment strategies have shifted towards emerging markets rather than established markets and for this reason an ever increasing number of investors are turning their attention to the African market ...
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 ...
The law holds trustees, like any other fiduciary, to a particularly stringent standard of care. As the famed Judge Benjamin Cardozo wrote in 1928, “A trustee is held to something stricter than the morals of the market place. Not honestly alone, but the punctilio of an honor the most sensitive . . ...
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 ...
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 ...
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 ...
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 ...
The much anticipated Trade Marks Bill (“the Bill”) was recently circulated to the industry for comments. The Bill, which when enacted will be known as the Trade Marks Act, 2012, promises to introduce much needed change to the trademark industry in the British Virgin Islands and place the jurisdiction in line with other modern jurisdictions ...
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 ...
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 ...
Long gone are the days when discussions about customs and foreign trade in Mexico was always in reference to opening borders and policies to promote the development of local industries in a global economy. Today we find that the focus is more on new topics concerning security of the supply chain and compliance with customs regulations, as the key elements that determine the success of a business ...
This article will discuss a type of international audit intended on verifying compliance with international trade rules that indicate when a good is made in a specific country or region. These rules are called “Rules of Origin” and the type of audit is generally called “Origin Verification” ...
In the next year, companies that work in the development of oil, natural gas or minerals will have to publicly make new disclosures of payments of $100,000 or more made to governments. The $100,000 threshold is on a project-by-project basis, and will require companies to provide details of the type and amounts of payments made ...
It is not uncommon in class actions for parties to reach a settlement that provides non-monetary relief to the plaintiffs and a payment of attorneys’ fees to class counsel. In August, however, a California federal court denied preliminary approval of such a settlement ...
On August 29, 2012, the Securities and Exchange Commission released proposed rules to permit general advertising and solicitation in certain private placement offerings as required by the recently enacted JOBS Act. The proposed rules permit issuers to advertise in connection with Rule 506 private placement offerings so long as the securities are sold only to accredited investors ...
Can a building name become a geographical indicator with the consequence that businesses operating from that building cannot include the name in their trade marks? The recent decision of the Federal Court in Mantra IP Pty Ltd v Spagnuolo [2012] FCA 769 has held that the mark "Q1" is inherently adapted to distinguish the services of the accommodation provider, Mantra IP Pty Limited (Mantra), even though "Q1" was also the name of the iconic high rise apartment in wh
