Directors’ liability for payroll withholding taxes Due diligence: An evolving standard To what risks of liability or being found guilty are directors exposed? Environmental liability of directors and officers DIRECTORS’ LIABILITY FOR PAYROLL WITHHOLDING TAXES Luc Pariseau and Audrey Gibeault
Recently adopted regulations from the Securities and Exchange Commission (the “SEC”) came into effect on June 19, 2015, facilitating qualifying companies’ access to capital and providing investors with additional investment choices. Commonly referred to as Regulation A+, the regulations amend and expand the exemption for smaller public offerings under Regulation A (Rules 251 to 263 under the Securities Act of 1933, as amended (the “Securities Act”)) ...
Internal investigations conducted by enterprises in-house when irregularities are suspected offer many advantages to businesses compared to initiatives undertaken by public law enforcement authorities ...
There have been recent interesting developments in Latin American aviation. Set forth below is a discussion of some of them. Topics include: General Outlook Key Mexican Reforms U.S. and European Expansion Mexico: Dynamic Aviation Sector The Venezuela Crisis Excerpted from Latinvex. To read the full article, click here ...
Later this month, new rules will make it easier for smaller companies to access capital. The new rules, referred to as “Regulation A+", were adopted earlier this year by the Securities and Exchange Commission (“SEC”). To amend and expand the exemption for public offerings afforded by Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), as mandated by the Jumpstart Our Business Startups Act (the “JOBS Act”) ...
Much has been made of a recent amendment to the Tennessee Business Corporation Act and its impact on the financial liability of corporate directors. Newly added Section 48-24-109 of the Tennessee Code Annotated provides that, in the event a corporation is dissolved, “[d]irectors shall cause a dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims ...
On April 21, 2015, the State Council of China (i.e. the central government) adopted the proposed draft of Administrative Measures on Concession of Infrastructure and Public Utilities Projects (the “Infrastructure Measures”) ...
Merger control in Ukraine: overviewRegulatory framework1. What (if any) merger control rules apply to mergers and acquisitions in your jurisdiction? What is the regulatory authority?Regulatory frameworkMergers and acquisitions, as well as establishment of an undertaking and appointments to corporate positions under certain circumstances, are subject to merger control in Ukraine ...
The Securities and Exchange Commission (“SEC”) touted 2014 as a record year for its enforcement program and noted cases that spanned the spectrum of the securities industry. Actions against municipal securities issuers and underwriters particularly stand out among the many areas of aggressive enforcement in 2014 ...
The Wills and Probate Registry in the Dubai International Financial Centre (the “Registry”) opened in late April of this year. It is now possible to register a will in Dubai, and to have a high degree of confidence that it will be enforced in accordance with its terms. Prior to the establishment of the Registry, it hadn’t been possible to be so confident that foreign wills would be enforced in the United Arab Emirates ...
The SEC’s Division of Investment Management issued a guidance update last week reminding registered investment advisers and registered investment companies of the importance of cybersecurity and providing recommendations on specific measures that advisers and investment companies should consider in addressing their cybersecurity risks. Last week’s guidance update demonstrates the SEC’s continued focus on cybersecurity as part of its compliance initiatives ...
The Securities Exchange Commission (“SEC”) is continuing to promote its whistleblower reward program and recently announced awards to two individuals who provided key information leading to successful SEC enforcement actions. One whistleblower, a compliance officer, will receive an award of approximately $1.5 million. The other whistleblower, a former head trader, will receive a maximum payout of 30 percent of the amounts collected (which totals over $600,000) ...
Last week the U.S. Department of Justice’s Cybersecurity Unit (“DOJ”) issued guidance to organizations concerning preparing for, responding to, and remediating cyber incidents. DOJ based its publication on lessons learned by federal prosecutors who handle cyber investigations and prosecutions, as well as feedback from private sector victims of cyber attacks and intrusions ...
In recent enforcement actions, the Consumer Financial Protection Bureau (CFPB) sued four payment processing companies – not for engaging in illegal debt collection – but rather, for ignoring warning signs in processing payments for debt collectors who were engaged in fraudulent debt collection schemes. The CFPB charged the payment processors with violating 12 U.S.C ...
In recent years, representation and warranty insurance has gained popularity as a tool to decrease transaction liability exposure in M&A transactions. These policies can be particularly useful in the context of cross-border transactions, for both financial and strategic parties, to facilitate middle-market transactions involving foreign buyers or sellers of domestic U.S.-based businesses. The product is also beginning to gain traction in transactions outside of the United States ...
Target Corporation recently announced that it entered into a settlement agreement with MasterCard International Incorporated, agreeing to pay up to $19 million to MasterCard for payments to reimburse issuing banks for card-replacement and fraud losses allegedly associated with the 2013 data breach at Target ...
SyCipLaw Partner Rose Marie M. King-Dominguez and Senior Associate Franco Aristotle G. Larcinacontributed to the Philippine section of the Asia-Pacific Property Investment Guide, a publication produced by Ashurst Australia and Jones Lang LaSalle ...
There are two reasons why Latin American clients keep coming to US law firms to handle their cross-border M&A deals. The first reason is our execution capabilities: US law firms have been advising on cross-border M&As for more than 100 years. The second reason is the predictability of a tried and tested legal system: US law remains the preeminent choice for large cross-border M&A deals because of the certainties and guarantees it offers to everyone involved ...
Registration of an aircraft: Civil aircraft are registered in the Civil Aircraft Register maintained by the State Aviation Administration of Ukraine (SAAU). Application for an aircraft's registration may be submitted by the owner of an aircraft or a person authorised by the owner. Record of person's ownership in the Civil Aircraft Register does not evidence title to an aircraft. Information recorded in the Civil Aircraft Register is published on the SAAU's website ...
The 2015 Mergers Control Survey by Margaret Huang and Victor Chang of LCS & Partners reviewed the merger control regime in Taiwan for IFLR. 1. REGULATORY FRAMEWORK1.1 What is the applicable legislation and who enforces it?The Fair Trade Act (FTA), which entered into force in 1992, is the main legislation governing Taiwanese merger control. Merger control is enforced by the Taiwan Fair Trade Commission (TFTC) ...
In the recent judgment of “The Owners of the mv “Silver Star” v Hilane Limited”*, several important principles were established, namely: Full effect must be given to the right to proceed against an associated ship of a charterer in respect of a maritime claim that arises in the course of the Charter ...
On Tuesday, March 24, 2015, the Supreme Court issued its decision inOmnicare Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. __ (2015). The ruling identifies two avenues by which a company’s statements of opinion in registration statements for initial public offerings can lead to liability under Section 11 of the Securities Act of 1933 ...
In a monumental decision, today the United States Supreme Court ruled that Trademark Trial and Appeal Board (“TTAB”) decisions carry preclusive effect in subsequent federal district court decisions so long as the ordinary elements of issue preclusion are met. The ruling implicates that, where use is the “paramount” issue in a court case, a TTAB decision that at least peripherally contemplates marketplace use will have preclusive effect ...
“Families that play together, stay together”. That’s what my late grandfather always used to say. But what does his message have to do with developing business opportunities in a law firm? In my opinion, everything. Business development is about people. It’s about relationships. Not just momentary relationships, but committed relationships. Relationships one would most likely find in a family. What unites a family and makes it strong? Trust, common values and support ...
On January, 22, 2015, in thematter of Betteto Frett v National Bank of the Virgin Islands[i](theBank), the BVIHigh Court reinforced the principle that injunctive relief would not be easilygranted against a bank validly exercising its power to sell real property usedas security for bank loans ...
