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Haynes and Boone, LLP | April 2013

This week, the Ralph Lauren Corporation became the first company to obtain a non-prosecution agreement from the Securities and Exchange Commission in connection with a Foreign Corrupt Practices Act (“FCPA”) investigation. Ralph Lauren also obtained a non-prosecution agreement from the Department of Justice in connection with its investigation of the same FCPA violations ...

Haynes and Boone, LLP | April 2013

The First Circuit recently reinstated part of a False Claims Act complaint against a drug-testing laboratory, and in so doing, may have limited the reach of the FCA’s public disclosure bar. In U.S. ex rel. Cunningham v. Millennium Labs. of Cal., Inc., 2013 WL 1490435 (1st Cir. April 12, 2013), the First Circuit held that the district court erred in dismissing the entire FCA complaint merely because the action was based in part on prior public disclosures ...

Haynes and Boone, LLP | April 2013

The computer hacking trial of David Nosal is under way in federal district court in California. The trial is being followed with interest in the business community because it is the latest development in a case that highlights an important split in the interpretation of the Computer Fraud and Abuse Act (“CFAA”) that has far-reaching ramifications with respect to liability–and protection for companies’ proprietary information ...

When was the last time when you or someone you know shared a bad experience or a complaint about a person in Facebook or Twitter?  A good bet is that a longer time has passed than if this question was asked a year ago.  The reason for this is probably Republic Act No. 10175, also known as the Cybercrime Prevention Act of 2012, which President Noynoy Aquino signed into law on September 12, 2012. A ...

Haynes and Boone, LLP | April 2013

You are general counsel of a publicly-traded medical device company. Your company’s Board has identified a publicly-held X-ray and CT scan component manufacturer that it would like to acquire. The target is a Delaware corporation based in California, with additional manufacturing facilities in Utah and Kentucky; within the past three years, it has sold two mothballed manufacturing facilities ...

Haynes and Boone, LLP | April 2013

On March 26, 2013, in the case of Teed v. Thomas & Betts Power Solutions, L.L.C.,1 the Seventh Circuit, in an opinion written by Judge Posner, joined at least one other circuit court and a multitude of district courts across the country in extending the federal common law standard for evaluating successor liability to suits brought under the Federal Labor Standards Act (“FLSA”) ...

Haynes and Boone, LLP | April 2013

Last week the Delaware Supreme Court held in Pyott v. Louisiana Municipal Police Employees’ Retirement System, ___ A.3d ___, 2013 WL 1364695 (Del. 2013), that a Delaware derivative complaint should have been dismissed after a California federal court entered a judgment dismissing essentially the same complaint brought by different stockholders for failure to plead demand futility ...

Walder Wyss Ltd. | April 2013

On 3 March 2013, the Swiss electorate approved the Minder Initiative, which will fundamentally change the legal framework on executive compensation and other corporate governance matters for Swiss public companies. The implementation of the Minder Initiative will be the task of the Federal Council and the Swiss Parliament ...

Adopted in 2000, Regulation FD generally prohibits public companies and personnel acting on their behalf from selectively disclosing material, nonpublic information to certain groups, such as brokers, investment advisers, analysts and shareholders who are likely to trade on information, without concurrently making widespread public disclosure ...

Haynes and Boone, LLP | April 2013

Since the announcement of the investigation by the SEC of the CEO of Netflix, Inc. for a July 2012 Facebook post celebrating a company milestone, there has been considerable uncertainty as to whether companies can use social media outlets, like Facebook and Twitter, to communicate with investors without violating Regulation Fair Disclosure (“Regulation FD”) ...

Haynes and Boone, LLP | April 2013

On March 26, 2013, the U.S. Court of Appeals for the Federal Circuit affirmed the U.S. Patent Office’s rejection of the claim of a design patent continuation application, bringing some degree of clarity to the practice of claiming a portion of a previously-claimed design while seeking priority to the filing date of the previously-claimed design. In re Owens, No. 2012-1261 (Fed. Cir. March 26, 2013). In the case, Timothy S. Owens et al ...

Haynes and Boone, LLP | April 2013

On Wednesday, the Supreme Court held in a 5-4 opinion in Comcast Corp. v. Behrend, 569 U.S. ___ (2013), that a party seeking to maintain a class action must satisfy Rule 23’s requirements through evidentiary proof, even where such analysis may overlap with the merits of the underlying claim ...

Here are select February 2013 rulings of the Supreme Court of the Philippines on commercial law:Corporation; liability of officers and directors. Basic is the rule in corporation law that a corporation is a juridical entity which is vested with a legal personality separate and distinct from those acting for and in its behalf and, in general, from the people comprising it ...

Last February 15, 2013, the President signed into law Republic Act No. 10365 or the “Act Further Strengthening the Anti-Money Laundering Law.” True to its name, the third amending law to the Anti-Money Laundering Act (“AMLA”) gave it more teeth and strengthened the government’s ability to prevent and prosecute money laundering. The following discusses the new amendments to the AMLA ...

Haynes and Boone, LLP | March 2013

The Seventh Circuit recently reversed a $2.7 million damages award against a mortgage company accused of lying in applications for federal loan guarantees. See United States v. Anchor Mortg. Corp., 2013 WL 1150213 (7th Cir. Mar. 21, 2013) ...

ENSafrica | March 2013

Technology-rich South African companies and indeed inventors who have taken the brave step of filing foreign patents -will know that there are two ways of getting patent protection in Europe. The first is the national route, in other words filing a patent directly in the country or countries of interest. The second route is that of the European Patent ...

ENSafrica | March 2013

The BBC recently published a piece called ‘3D Printing Will Be the Next Big Copyright Fight’. It said this:  ‘That moment we’ve been hearing about for years – the one where futuristic-sounding 3D printing becomes ubiquitous – is actually upon us.’  It dealt with a topic that’s also referred to as ‘additive manufacturing’ ...

SyCip Salazar Hernandez & Gatmaitan's new website went live on 1 March 2013. As a result, previously sent links to downloadable publications are no longer accessible. Below are a few updated links: Client Alert: SEC requires tax identification number for foreign investorsLegal Bulletin: Technology, Media & Telecoms (Jan ...

Information is often the most valuable asset that a business has. Businesses that think strategically about how they create and develop their information assets are able to increase their value, frequently by substantial amounts. For example, data analytics can help a business understand its clients, what they are likely to buy - when and how. Cloud computing offers efficiencies and cost savings ...

Lavery Lawyers | March 2013

CONTENTS  Some practical advice on the recording of customer phone calls in QuebecEmployment placement agencies : who is responsible for the source deductions?What are your recourses if you believe a contract is about to be, or has been, awarded to another bidder?  SOME PRACTICAL ADVICE ON THE RECORDING OF CUSTOMER PHONE CALLS IN QUEBECGuillaume LabergeMany businesses engage in the practice of recording customer calls ...

The Florida Supreme Court issued an opinion on March 7, 2013 that eliminated an oft-used tool in the defense arsenal by limiting application of the economic loss rule to products liability cases. The DecisionIn a 5-2 decision authored by Justice Jorge Labarga, the court held unequivocally that "the application of the economic loss rule is limited to products liability cases." Tiara Condo. Ass’n, Inc. v. Marsh & McLennan Cos., Inc., __ So.3d __, 2013 WL 828003, *8 (Fla. Mar. 7, 2013) ...

Haynes and Boone, LLP | March 2013

The U.S. Director of National Intelligence, James Clapper, advised the Senate Intelligence Committee this week that cyber attacks are the number one threat to national security. “Increasingly, state and non-state actors are gaining and using cyber expertise,” Clapper stated in his remarks to the Committee. “These capabilities put all sectors of our country at risk, from government and private networks to critical infrastructure ...

Haynes and Boone, LLP | March 2013

An increasing number of public companies – particularly banks and financial institutions – are disclosing cybersecurity incidents in their filings with the Securities and Exchange Commission. Companies are also replacing boilerplate cyber risk disclosures with more detailed disclosures of specific events or threats ...

Haynes and Boone, LLP | March 2013

Bankruptcy Code § 1129(a)(10) provides that in order for a plan proponent to “cram down” - i.e., force acceptance of - a plan of reorganization on a dissenting class of creditors, at least one impaired class of creditors must vote in favor of the plan. Because a plan is often not accepted by all classes entitled to vote, the ability to procure at least one impaired, accepting class in order to cram down a dissenting class is essential in achieving plan confirmation ...

ENSafrica | March 2013

It’s well known that computer programs enjoy copyright protection - many have  also been patented, but that’s another story and I’m not going to deal with that here. The South African Copyright Act has protected computer programs as a specific category of works since 1992, although prior to that they were protected as ‘literary works’ ...

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