On February 20, 2014, the Supreme Court of Canada allowed the motion for leave to appeal the judgment of the Court of Appeal of Québec rendered in the case of Theratechnologies inc. v. 121851 Canada Inc.1. In this unanimous judgment, the Court of Appeal decided that a judgment authorizing a class action based on section 225 ...
The Fourth Circuit recently held that selling contaminated drugs in violation of FDA regulations does not give rise to False Claims Act liability where compliance with the regulations is not a condition of federal reimbursement. See United States ex rel. Barry Rostholder v. Omnicare, Inc., No. 12-2431 (4th Cir. Feb. 21, 2014) ...
The underwriters have priced the deal. The underwriting agreement has been signed. The issuer has returned its focus to running its business and the underwriters have moved on to the next deal. All that is left is for the lawyers to document the terms and to ensure that the underwriters are in a position to move money at closing. Then, a day or two after pricing, the plant unexpectedly blows up ...
A little known provision contained in the EU’s internal energy market directives requiring Commission approval for ‘level playing field measures’ could prove to be a headache for policy makers looking to correct perceived imbalances between incumbent energy players and new entrants ...
Insurance Coverage for Cyber Attacks: What Do You Need in a Cyber Liability Policy?With more and more businesses suffering costly data breaches and cyber attacks, companies should utilize every tool they have to shift the potentially enormous expenses associated with those breaches and attacks. That’s where insurance comes in ...
On February 26, 2014, the Supreme Court held that state-law fraud class actions brought against attorneys, insurance brokers and others arising from Ponzi-scheme claims involving R. Allen Stanford could proceed. In a 7-2 decision in Chadbourne & Parke LLP v. Troice, 571 U.S ...
Although trust has always been regarded as one of the best succession vehicles, it has never been attractive for the succession of shares in companies because of a rule of English trust law, the “prudent man of business rule”. It was established in the case of Bartlett v Barclays Bank Trust Co Ltd [1980] 1 Ch 515 that it is the duty of a trustee to conduct the business of the trust with the same care as an ordinary prudent man of business would extend towards his own affairs ...
Tailor-Made: Designing and Implementing a Bespoke Data Security Plan When you hear the term “bespoke,” you may think suits or dresses, but you should be thinking data security plans. Savvy organizations realize that there is no “one size fits all” approach to data security ...
The world of networked devices controlling our heating and household energy supplies, monitoring our health, and ensuring our cars do not collide, is now more reality than science fiction. This interconnected world — this ‘Internet of Things’ — promises to transform our lives, probably more than we can presently imagine ...
Investors analysing the possibility to acquire a Chilean corporation should carefully consider the specific structure of corporate control governing most of the legal entities in Chile, since it strongly determines the way mergers and acquisitions are carried out in this country ...
We are seeing a definite upswing in the number of entrepreneurs and start-ups for myriad reasons (including, as one example, the recent enactment of Law 14/2013, of September 27, 2013, to support entrepreneurs and their internationalization). As a result, we have decided to launch a series of posts on the subject of start-ups and the world of the entrepreneur. This first post discusses the shareholders’ agreement because from a legal angle it is one of the cornerstones of any start-up ...
The lengthy war of words between buyer and seller that has followed Hewlett-Packard’s acquisition of Autonomy gives an interesting insight into the world of international M&A. The allegations made by HP of “accounting improprieties” against the senior management team of Autonomy began soon after the completion of the deal in October 2011 and continue with the recent filing of Autonomy’s restated accounts by HP. Revised turnover and profit of £81 ...
The news has been filled with stories of high-profile data breaches, exposing breached companies to intense and negative scrutiny from lawmakers, regulators, media, customers, and plaintiffs’ attorneys. Other companies that handle personal information have been asking us how they can avoid a similar fate. In the coming weeks, we will be exploring that issue through our special series, "A Desk Guide to Data Protection and Breach Response ...
Moody’s Investors Service has upgraded Paraguay’s government bond rating by one notch to Ba2 from Ba3, and changed the outlook to positive from stable. According to Moody’s, the “decision to upgrade Paraguay’s rating was driven by the following factors: 1. The improving standing of Paraguay’s key fiscal metrics relative to ‘Ba’ peer medians.2. A strengthened institutional framework as a result of the legislation package that was approved last year.3 ...
Welcoming the ASEAN Economic Community in 2015, the Indonesian Government is planning to revise the current Negative List (Presidential Regulation No. 36 of 2010) to create more business opportunities for foreign investors and to improve the nation’s competitiveness. The Investment Coordinating Board (“BKPM”) is currently drafting the New Negative List in coordination with several other relevant government authorities ...
Scoring a win against a pandemic of class actions, Cadence Bank defeated a putative class action that had accused the bank of indifference to the Americans with Disabilities Act at its ATMs. The Plaintiff alleged that an ATM at one branch was not accessible, as required by standards that the banking and ATM industries have endeavored to meet since they became effective on March 15, 2012 ...
As was recently announced, the European Commission has yesterday (22 January 2014) published its proposal for the regulation of unconventional fossil fuels and notably shale gas. Whereas both legislative and non-legislative options were on the table, the European Commission has chosen to adopt a non-legally binding “Recommendation” rather than a Directive ...
On January 17, 2014 the Bankruptcy Court for the District of Delaware issued a ruling in Fisker Automotive Holdings, Inc., et. al., Case No. 13-13087 (KG), which highlights potential risks to both secured creditors and purchasers of claims in bankruptcy section 363 sales. The facts in Fisker are straightforward ...
On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC adjusts the thresholds annually to reflect changes in the gross national product. The revised thresholds will apply to any transaction closing on or after the effective date, which is 30 days after formal notice is published in the Federal Register ...
The proposal from the Labour Party to force banks to sell branches when they reach a certain size smacks of political opportunism as opposed to commercial and economic good sense. Whilst any meaningful and effective initiative to increase competition and in turn lending is to be applauded it is difficult to see any value for the embattled SME owner from this latest proposal. Indeed it is not as if government hasn’t been trying to increase lending with little success ...
On January 9, the US District Court for the Northern District of California found that Bazaarvoice Inc. violated Section 7 of the Clayton Act by acquiring its primary rival, PowerReviews Inc. — launching the new year with a significant merger trial win for the Antitrust Division of the US Department of Justice (DOJ). But, this case also is important for businesses analyzing antitrust risks associated with potential competitor acquisitions ...
Traditionally, the estate administrator’s main duty has been to liquidate the machinery of the estate as quickly as possible. But there are alternative possibilities. Instead of seeing the bankruptcy estate as a pile of assets left behind by a company that has gone through financial hardship, smart thinking says you should see this as an opportunity to start a new business. At its best, bankruptcy means a fresh start for a successor company without burdens of the bankrupt one ...
Getting ready for your next compliance examination? Well, it may be time to take a fresh look at your institution’s Regulation B compliance. The Equal Credit Opportunity Act ("ECOA"), as implemented by Regulation B, is not a new concept. First adopted in 1974, Regulation B is understood by most institutions to include a focus on what information and what signatures can be obtained with respect to the family member of an applicant ...
