GST/QST Election: Get Ready for 2015 Carolyne Corbeil and Emmanuel SalaGenerally, certain corporations or partnerships within a same group who are engaged exclusively in commercial activities, may make intra-group supplies of taxable goods or services without having to collect or remit the GST/QST otherwise applicable to such supplies ...
On August 15, 2014, the Eleventh Circuit entered a Memorandum Opinion in the Wortley v. Chrispus Venture Capital, LLC case (In re Global Energies, LLC, “Global”)1 unwinding a section 363 sale order entered in 2010 by the Bankruptcy Court for the Southern District of Florida based on a finding of bad faith in the filing of an involuntary bankruptcy case in 2010 ...
Yesterday, the SEC announced that it had levied charges against (i) 28 officers, directors and major shareholders of public companies for failing to file timely reports regarding their holdings and transactions in their respective companies’ equity securities and (ii) six public companies for contributing to filing failures by their insiders or failing to report their insiders’ filing delinquencies. Emphasizing the importance of filing ownership reports in a timely manner, Andrew J ...
On September 9, 2014, the Commodity Futures Trading Commission (the “CFTC”) issued CFTC Letter No. 14-116 (the “CFTC Letter”) providing exemptive relief allowing commodity pools to use general solicitation in certain types of private offerings, including offerings of private fund interests. The CFTC Letter is available here ...
On September 3, 2014, the United States Court of Appeals for the Fifth Circuit entered an opinion vacating various orders of the United States Bankruptcy Court and District Court for the Southern District of Texas (the “Bankruptcy Court” and the “District Court”) in the bankruptcy cases of TMT Procurement Corporation and its affiliated debtors (the “Debtors”), including a final order approving the Debtors’ post-petition debtor in possession financing (the “DI
This morning, the West Virginia Department of Environmental Protection (“DEP”) filed a proposed interpretive rule (the “Interpretive Rule”) with the West Virginia Secretary of State’s office implementing, in part, the recent Aboveground Storage Tank Act (the “AST Act”), which was enacted in response to the January 9, 2014 event that contaminated the water supply of approximately 300,000 West Virginia residents across nine counties ...
Vice Chancellor Laster of the Delaware Court of Chancery recently applied the business judgment standard of review at the pleading stage to dismiss a complaint challenging a cash-out merger involving a controlling stockholder. This is one of the first decisions applying the Delaware Supreme Court’s recent decision in Kahn v. M&F Worldwide Corp ...
The Polish Parliament is working on a bill known as the “Landscape Act,” which is intended to introduce effective mechanisms for protecting the landscape. But an unintended consequence could be to block the construction of aerial masts, power lines and wind turbines, rather than merely regulate their location. The Sejm is currently working on a bill proposed by the President of Poland entitled the Act Amending Certain Acts to Strengthen Tools for Protection of the Landscape ...
The Texas Supreme Court denied a petition for review stemming from the Houston Court of Appeals’Barzoukas v. Found. Design, Ltd. decision.1 The case is significant because of its application of the economic loss rule (under Texas law) in the context of an owner-subcontractor dispute ...
The Securities and Exchange Commission (the “SEC”) recently published six new Compliance and Disclosure Interpretations (“C&DIs”) related to the verification process for accredited investors under Rule 506(c) of Regulation D. The C&DIs indicate that the SEC is strictly construing the income and net worth safe harbors for verification of a purchaser’s status as an accredited investor ...
With the twelfth anniversary of the implementation of the Sarbanes Oxley Act of 2002 (“SOX”) swiftly approaching, it may or may not be coincidental that the SEC has been involved in several SOX-related enforcement actions recently, including (i) bringing charges against the CEO and former CFO of a Florida-based computer equipment company for misrepresenting the state of its internal controls over financial reporting and (ii) awarding more than $400,000 to a whistleblower who reported fra
On 5 August 2014, the National Assembly of the Republic of Serbia enacted the Law on amendments and additions to the Insolvency Law (“New Law”). The New Law came into force on 13 August 2014. It has been specified that insolvency proceedings that have not been completed on the day the New Law comes into force will be completed in accordance with the previous rules ...
On 5 August 2014, the National Assembly of the Republic of Serbia enacted a new Privatisation Law (“New Law”), which came into force on 13 August 2014. The New Law prescribes for the privatisation process to be completed before 31 December 2015. The four models of privatisation that have been prescribed include sale of capital, sale of assets, transfer of capital without compensation and strategic partnership. It also allows for the possibility to combine these models ...
Action: On August 20, 2014, the Bureau of Ocean Energy Management (BOEM) issued an Advance Notice of Proposed Rulemaking (ANPR) on Risk Management, Financial Assurance and Loss Prevention.1 In a news release announcing the ANPR, BOEM described the ANPR as instituting a “dialogue” with industry and others on how to improve its risk management program by “modernizing” its current regulations, which are approximately 20 years old.Comments on the ANPR are due October 20, 2014 ...
Mexico’s package of energy reform laws (“Energy Law” – nine new laws and amendments to twelve existing laws) became a reality with its promulgation on Monday, August 11, 2014. With the enactment of the Energy Law, Mexico finally joins the international mainstream of energy resource development and management. This alert addresses only the oil and gas aspects of the reform ...
A recent report in Fin24 entitled ‘MTN named SA and Africa’s strongest brand’ listed South Africa’s top 50 brands in terms of brand value. It was based on research done by the brand valuation company, BrandFinance. As the title suggests, MTN came out on top, followed by Sasol, Vodacom, Standard Bank, Absa, Nedbank, FNB, Mediclinic, Investec and Woolworths. Of the top 50 brands, 16 are in the food and beverages sector, 13 in financial services, and five in telecoms ...
International Oil Companies (IOCs) that have been eyeing East Africa may want to look beyond established jurisdictions like Kenya and Mozambique. Across the water that is, to the Indian Ocean islands of Seychelles, Mauritius and Comoros. All three islands offer interesting opportunities, but in this short article I’ll be concentrating on just one of them – Seychelles ...
The standards for Section 11 liability for statements of opinion in registration statements is the subject of a split between the federal circuit courts. The Tenth Circuit joined the split in the recently issued opinion, MHC Mutual Conversion Fund v. Sandler O’Neill & Partners, et al. The Supreme Court is scheduled to resolve this split next term in the Omnicare1 case, which is currently being briefed before the high court ...
On June 10, 2014, the Public Company Accounting Oversight Board (the “PCAOB”) adopted Auditing Standard No. 18 (“Standard No. 18”), which amends and supplements existing auditing standards regarding related party transactions, significant unusual transactions and financial relationships and transactions with executive officers. Standard No. 18 also expands the required communications that an auditor must make to the audit committee related to these areas ...
On August 1, 2014, certain amendments to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101, et seq. (the “LP Act”), and the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (the “GP Act”) became effective ...
Regulators around the world remain focused on the impact of cartels on business, and the Australian Competition and Consumer Commission (ACCC) is no exception. In 2013 the ACCC received 27 approaches in relation to cartels, resulting in 13 in-depth investigations. International cooperation in this area is increasing, due significantly to the work of the International Competition Network, the global organisation of competition regulators ...
