On May 4, 2011, an important Bill was presented by the Minister for Finance, Mr. Alain Paquet. The effect of Bill 7, entitled An Act to amend various legislative provisions concerning the financial sector, is, among other things, to amend section 115 of the Act respecting the distribution of financial products and services (“ARDFPS”) and to add sections 115.1 to 115.9 ARDFPS ...
Contents * Foreign Reporting: a Costly Oversight, * The Act Respecting the Legal Publicity of Enterprises and Limited Partnerships: We Win, We Lose… Maybe! * What Should You Do When Tax Authorities Pay a Visit to Your Client? * Beware of Hybrid Sales Transactions Involving Assets and Shares! FOREIGN REPORTING: A COSTLY OVERSIGHT Pascale Blanchet [email protected] Luc Pariseau lpariseau@lavery ...
On April 4, 2011, the Honourable Benoît Morin, speaking for the Court of Appeal, with Justices Michel Robert and Jacques A. Léger concurring, issued a judgment co nfirming the decision of the Superior Court rendered on April 22, 2009 by the Honourable Jean-Yves Lalonde. The case arose out of the bankruptcy of Stonehaven Country Club Resort & Spa L.P. (“Stonehaven”)(1) ; the Court had to rule on the validity of Investissement Québec’s claim against the bankrupt co mpany ...
Pursuant to an order recently issued by the Securities and Exchange Commission (the “SEC”), the dollar amount thresholds in the definition of “qualified client” under Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), are set to increase effective as of September 19, 2011 ...
On Monday August 22, 2011, the FDIC, Treasury’s Financial Crimes Enforcement Network (“FinCEN”) and Florida’s Office of Financial Regulation announced civil money penalties of $10.9 million and a two-year deferred prosecution agreement against Ocean Bank (“the Bank”) in Miami, FL. The penalty represents approximately seven percent of the Bank’s book value ...
Commentators and the market have lauded Rio Tinto's M&A credentials in relation to its bid for Riversdale Mining. Part of the reason is that the bid was made against a backdrop of the top two shareholders holding more than 40% of the target and not entering into pre-bid agreements with Rio Tinto ...
It is hard to believe that the Dodd-Frank Act (“Act”) celebrated only its first birthday on July 21, 2011. It seems like it has been around a lot longer than that sometimes. Although the Act has already reshaped the regulatory regime for both financial and many non-financial entities, in actuality, its impact is just now beginning to be felt. This is the first of what is sure to be many articles examining the Act and its impact on community banks ...
Although the concept of a limited liability company has been around since 1977 when Wyoming enacted a limited liability company act, the popularity of the limited liability company has primarily grown during the last 15 years. In August 1994, the Uniform Limited Liability Company Act was adopted by the National Conference of Commissioners in an effort to create more uniformity among state limited liability company legislation ...
By way of follow-up to our January 2011 article on the NC Lien Law Legislation and relevant case law, we want to report two recent developments. On July 19, 2011, the North Carolina Court of Appeals again addressed lien priority issues when it reversed the trial court’s entry of judgment on the pleadings in favor of Preserve Holdings, LLC (which purchased property out of foreclosure in January 2008 from the original plaintiff, Wachovia) ...
You are the general counsel of a public company and your CEO calls to tell you that the board is thinking about putting the company up for sale. He wants to talk. There are many important considerations for the board and management team when selling a company, and one of those is whether to sell to a financial buyer or a strategic buyer ...
As an international commercial and financial capital, New York law has traditionally been selected to govern commercial contracts and has served as a venue of choice for the resolution of cross-border disputes. The historic prominence of the state’s judiciary and bar, along with its well-developed, fair and predictable body of law have drawn parties from around the world to select New York law to govern their agreements and to choose New York as the venue for resolving their disputes ...
Because of a recent decision by the Tennessee Court of Appeals, a bank may not rely as heavily on a Power of Attorney (“POA”) as much as it may have relied previously for immunity to claims brought against the bank by the Grantor of the POA. A bank may now be held liable for transactions made by the Agent, even when the POA grants broad and virtually unrestricted authority to the Agent. Until recently, there appeared to be a conflict in the Tennessee Code ...
When a bankruptcy occurs, the creditors play a central role in the administrative control of the bankrupt's estate. In this regard, the Bankruptcy and Insolvency Act 1 (The "BIA") provides that, at the first meeting of creditors, the creditors must, among other things, affirm the appointment of the trustee and give such directions to the trustee as they see fit with reference to the administration of the estate ...
At its open meeting on September 8, 2011, the Commodity Futures Trading Commission (the “CFTC”): announced that it would not complete its rulemaking process for rules necessary to implement the Title VII swaps-related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) until 2012; and outlined a proposed sequence of rules to be considered during the remainder o
Last quarter we focused on claims that can be asserted under the debt collection provisions of the West Virginia Consumer Credit and Protection Act, W. Va. Code §§ 46A-1-101 et seq. (the “WVCCPA”). This article will focus on the basic defenses available to creditors under the WVCCPA ...
Back in 1999, a law was adopted renovating an autonomous regulator and putting in place a modern regime to govern securities and capital markets in Panama, placing the local regulatory environment very much in line with legislation in force in more developed markets such as the United States (including, for example, the creation of the indirect holding system) ...
Chilean law allows the creation of security interests over almost all kinds of assets and rights held by project companies, except for certain assets listed in the Civil Procedure Code that may not be attached under Chilean law (eg, working tools and assets employed in services that may not be stopped with serious harm to public transportation or health, household assets, salaries and child support up to a certain amount) ...
The Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”) recently adopted new rules (the “Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), and the Commodity Exchange Act (the “CEA”) that will require registered investment advisers with at least $150 million in private fund assets under management to file Form PF with the SEC ...
On November 7, 2011, the Consumer Financial Protection Bureau (“CFPB”) announced that it will provide financial companies and individuals who are the subject of potential enforcement actions with an “Early Warning Notice Letter.” The CFPB’s letter and process is similar to the Securities and Exchange Commission’s “Wells Notice” where companies and individuals typically receive written notice that the staff intends to recommend enforcement action against them ...
The French Supreme Court rendered a very important decision for the international practice of syndicated financings by recognizing in the context of French insolvency proceedings certain effects of the trust and the mechanism of parallel debt, both governed by the laws of the State of New York ...
At its open meeting on October 18, 2011, the Commodity Futures Trading Commission (“CFTC”) adopted final rules (the “Position Limit Rules”) to establish speculative position limits for 28 physical commodity futures and options contracts (“Core Referenced Futures Contracts”) and futures, options, swap, or swaption contracts that are economically equivalent to such Core Referenced Futures Contracts (together with the Core Referenced Futures Contracts, collectively, “Referen
On Friday, December 2, 2011, the International Swaps and Derivatives Association ("ISDA") and the Securities Industry and Financial Markets Association ("SIFMA") jointly filed a lawsuit in the U.S. District Court for the District of Columbia against the Commodity Futures Trading Commission ("CFTC") and a petition for review in the U.S ...
The use of social media, discussion forums and other websites for business purposes, as a means of communicating with the public, raises increasingly significant compliance issues for regulated entities of the financial sector. Such use may expose registered or certified representatives and, consequently, their firms, to previously unheard of but nonetheless real non compliance and reputational risks ...
On October 28, 2011, the Quebec Court of Appeal upheld a judgment of the Superior Court (1) allowing for clauses of a loan agreement to be modified by The Court so as to reflect the common intention of the parties after it was proved that there was a discrepancy between the real intention of the parties, as stated in a letter of intent, and the wording of the document drawn up to implement the letter of intent, namely a loan agreement ...
A creation of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. Law 111-203 ("Dodd-Frank Act"), the Consumer Financial Protection Bureau ("CFPB") is charged with regulating consumer lending activities of financial institutions and, in partnership with state attorneys general, enforcing numerous federal consumer protection laws ...
