Mondaq.Com - feed of articles on Corporate/Company Law

Worldwide: Global Anticorruption Alert: DOJ Targets Pharmaceutical Industry And Individuals For FCPA Enforcement - Jones Day

Fri, 20 Nov 2009 00:00:00 GMT

Enforcement of the Foreign Corrupt Practices Act ("FCPA") continued to grow last week.

Hungary: Opinion Of The Supreme Court Of Hungary Concerning Certain Issues Relating To Pre-Emption Rights - SZECSKAY - Attorneys at Law

Fri, 20 Nov 2009 00:00:00 GMT

The Supreme Court of Hungary issued a Civil Law Opinion on 24 June 2009 on various practical issues concerning pre-emption rights, as governed by the Civil Code.

Australia: Millionaire Under Fire For Claiming A Special Relationship With The ACCC - Middletons

Fri, 20 Nov 2009 00:00:00 GMT

Refund Home Loans Pty Ltd (RHL) is a home loan franchised business which refunds to customers half of the brokerage commissions paid by the banks and has approximately 300 franchisees Australia wide.

United States: SEC Staff Narrows The "Ordinary Business" Exclusion For Shareholder Proposals - Morrison & Foerster LLP

Thu, 19 Nov 2009 09:45:09 GMT

On October 27, 2009, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") announced new guidance on the application of Rule 14a-8(i)(7) of the Securities Exchange Act of 1934 with regard to shareholder proposals relating to company risk assessments and CEO succession planning.

United Kingdom: Waiting For A Verdict: The Jury Is Out On The SFO's New Prosecution Policy - Corker Binning

Thu, 19 Nov 2009 09:45:08 GMT

The Serious Fraud Office (SFO) recently published its policy on dealing with UK companies suspected of having committed offences involving overseas corruption.

Canada: Contracts — What’s In A Word? What’s The Standard Of Review? - McCarthy Tétrault LLP

Thu, 19 Nov 2009 00:00:00 GMT

The Concise Oxford Dictionary, 7th edition defines "contract" as "an agreement enforceable at law," and "word" as "any sound or combination of sounds (or its written or printed symbol) forming a meaningful element of speech, conveying an idea or alternative ideas…"

Canada: Canadian Securities Regulators Decide Not To Overhaul Corporate Governance Regime - Torys LLP

Wed, 18 Nov 2009 00:00:00 GMT

Canada’s securities regulators have decided not to proceed with the overhaul of our corporate governance regime proposed last December.

Australia: Newsflash: Government To Strengthen Franchising Code Of Conduct - Middletons

Wed, 18 Nov 2009 00:00:00 GMT

On 5 November 2009, in its formal response to the 2008 Franchising Code Inquiry, the Federal Business Minister Craig Emerson announced that the Government will strengthen the Franchising Code of Conduct (the Code).

United States: Senate Banking Committee Introduces The Restoring American Financial Stability Act - Foley & Lardner

Tue, 17 Nov 2009 00:00:00 GMT

In a continuing effort by Congress to address the perceived causes of the recent financial crisis, on November 10, 2009, the Senate Committee on Banking, Housing, and Urban Affairs, through its Chairman, Senator Christopher Dodd (D-Conn.), introduced the Restoring American Financial Stability Act in the U.S. Senate.

United Kingdom: The Illegality Defence - Not Always A Complete Bar To Recovery - CMS Cameron McKenna LLP

Tue, 17 Nov 2009 00:00:00 GMT

In a recent judgment, the High Court has revisited the principle that a claimant cannot rely on its own illegal act to make a claim (the illegality defence).

United Kingdom: Contract Termination: Hasta La Vista Maybe - CMS Cameron McKenna LLP

Tue, 17 Nov 2009 00:00:00 GMT

Two recent TCC cases provide the answers to two important questions relating to the termination of contracts

United Kingdom: Disclosure Of Offshore Assets - Speechly Bircham LLP

Tue, 17 Nov 2009 00:00:00 GMT

Following on from the 2007 Offshore Disclosure Facility, clients who have undisclosed offshore funds only have two further possible opportunities to provide details to HMRC and benefit from beneficial interest and penalty arrangements.

United Kingdom: Companies Act 2006 - The Final Stage - Anthony Collins Solicitors

Tue, 17 Nov 2009 00:00:00 GMT

The last tranche of the Companies Act 2006 came into force on 1 October, and here’s the headline news.

United Kingdom: Component Accounting - Smith & Williamson

Mon, 16 Nov 2009 09:00:09 GMT

With housing associations, the housing property typically comprises a number of parts, e.g. the roof, kitchen, bathroom and windows, which are replaced at varying intervals, while the core building remains for a very long time.

United States: Corporate And Financial Weekly Digest - November 13, 2009 - Katten Muchin Rosenman LLP

Mon, 16 Nov 2009 00:00:00 GMT

In a November 9 speech at the Fourth Annual Proxy Disclosure Conference: Tackling Your 2010 Compensation Disclosure, Shelley Parratt, Deputy Director of the Securities and Exchange Commission’s Division of Corporation Finance, outlined the SEC staff’s expectations for companies’ executive compensation disclosure for the 2010 proxy season.

Australia: Share Shank Redemption - Deacons

Mon, 16 Nov 2009 00:00:00 GMT

The quirky interaction of the Corporations Act, an ASIC practice note and the tax law can create a nasty sting in the tail for ongoing shareholders following the redemption of preference shares by a company.

United States: The Worker, Homeownership, And Business Assistance Act Of 2009 Contains Noteworthy Tax Incentives And Extenders - Waller Lansden Dortch & Davis

Fri, 13 Nov 2009 00:00:00 GMT

On Friday, Nov. 06, 2009, The Worker, Homeownership, and Business Assistance Act of 2009 (the Act) was signed into law by President Obama.

United States: SEC Revises Policies On Excluding Shareholder Proposals Concerning Risks - Duane Morris LLP

Fri, 13 Nov 2009 00:00:00 GMT

The U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Division") recently noted that, in reviewing shareholder proposals relating to environmental, financial or health risks, it will focus on the subject matter to which the risk relates or that gives rise to the risk, rather than on whether a proposal and supporting statement relate to the company's engaging in a risk evaluation, which historically had been viewed as relating to a company's ordinary

United States: Words Matter: Financial Advisors Need To Be Careful Using Form Engagement Letters - Duane Morris LLP

Fri, 13 Nov 2009 00:00:00 GMT

Financial advisors may be held liable to third-party beneficiaries for breach of contract and fiduciary duty claims based in part on the specific language in a form public-company engagement letter that was used for a private company transaction.

Turkey: Disclosure Or Ponzimonia? - Akdogan Uslas Attorneys at Law

Fri, 13 Nov 2009 00:00:00 GMT

During the "Maintaining Market Integrity in Turbulent Times: Surveillance, Inspection and Enforcement for Securities" forum that was recently held in Istanbul and co-organized by the U.S. Securities and Exchange Commission and the Capital Markets Board (the CMB) of Turkey, one of the most debated issues was the implementation and functioning of adequate public disclosure mechanisms used to prevent market manipulation and formation of ponzi schemes.

United Kingdom: Government Publishes Response To Consultation On Encouraging Company Rescue - CMS Cameron McKenna LLP

Fri, 13 Nov 2009 00:00:00 GMT

The Government has today published its response to The Insolvency Service's "Encouraging Company Rescue" consultation that ran between June and September this year.

United States: US Securities and Exchange Commission Proposes Mandatory Credit Ratings Disclosure and Other Actions Relating to Rating Agencies - Mayer Brown

Thu, 12 Nov 2009 00:00:00 GMT

In October 2009, the Securities and Exchange Commission proposed rules requiring disclosure of credit ratings used by registrants in connection with registered offerings of securities.

United States: Delaware Chancery Court Refines Applicability Of Entire Fairness And Business Judgment Standards Of Review For Certain Merger Transactions - Duane Morris LLP

Thu, 12 Nov 2009 00:00:00 GMT

In a recent decision, the Delaware Chancery Court provided new guidance on the standard of review to be applied to a merger in which a controlling stockholder participates and receives different aggregate consideration than minority stockholders, but does not stand on "both sides of the transaction."

United States: Say On Pay: It''s Coming, Are You Ready? - Sutherland Asbill & Brennan LLP

Thu, 12 Nov 2009 00:00:00 GMT

Executive compensation and increased communication and transparency for shareholders are among the hot-button issues in economic reform.

United Kingdom: Employee Share Offers: Is The Proposed Prospectus Directive Exemption Being Withdrawn? - CMS Cameron McKenna LLP

Thu, 12 Nov 2009 00:00:00 GMT

Since the start of the year, the European Commission has proposed amending the Prospectus Directive so that employee share scheme offers will no longer require a prospectus in any circumstances.