General Business Updates

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English court upholds obligation to hold "friendly discussions" before arbitration

In a recent decision, the English Commercial Court has upheld the enforceability of a clause requiring the parties to seek to resolve a dispute by "friendly discussions" prior to commencing arbitration. The decision...more

Ohio EPA Voluntary Action Program Update

Many of our Ohio based automotive suppliers with retained environmental liability are performing soil and groundwater cleanups using the Ohio Voluntary Action Program (VAP). My colleagues and I thought it would be timely to...more

Delaware Chancery Court Upholds Bylaw Creating Exclusive Forum Outside Of Delaware For Disputes

On September 8, the Court of Chancery of the State of Delaware upheld a bylaw of a Delaware corporation that designated an exclusive forum other than Delaware for resolution of actions against the company and its directors....more

States step into regulatory abyss for genetically modified foods

All Natural. GMO Free. Are foods with these labels “better” for you? Do the labels even mean anything? Consumers continue to be concerned about the foods they eat and especially the foods they are feeding their children. This...more

Construction Case Law Update - September 2014

FLORIDA STATE CASES - Forum selection clause in construction contract will not be enforced where third party defendant would be forced to testify in two venues. Forum selection clauses in contracts are generally...more

Supreme Court of Texas Clears the Path for Future Real Property Damage Calculations

In Wheeler v. Enbridge Pipelines, the Supreme Court of Texas provided guidance to midstream companies on the proper calculation of damages to real property stemming from the breach of a pipeline right-of-way agreement...more

M&A Update: Treasury Announces New Anti-Inversion Rules

On September 22, 2014, the Treasury Department announced its intent to issue new regulations that will reduce the tax benefits available after an inversion and may make it more difficult for some U.S. companies to invert (the...more

"U.S. Estate Tax Returns"

US estate tax return filing requirements surprise many Canadian executors. Often, the executor is in the throes of administering the estate when the lawyer or accountant sees a brokerage account statement and notices that the...more

House Judiciary Committee Approves Trade Secrets Legislation

Congress has taken another step toward enactment of federal civil trade secrets legislation. On September 17, 2014, the House Judiciary Committee approved H.R.5233, the Trade Secrets Protection Act of 2014, with a single...more

Breach of Contract and Section 75-1.1: The Beginning

A breach of contract alone does not violate N.C. Gen. Stat. § 75-1.1. If a breach is accompanied by “substantial aggravating circumstances,” however, the breach does violate section 75-1.1—and the plaintiff’s contract damages...more

Preparing Hospitality-Related Entities and Retailers for Hurricane Season

With that vivid memory and hurricane season in full swing, it’s imperative that businesses such as hotels, food service establishments, and retailers evaluate and discuss disaster planning preparedness, proper emergency...more

Calculating Share Price With Outstanding Convertible Notes

Now that you have agreed on a company valuation with your investors, how do you calculate the price per share for your Series A financing? This can be especially tricky when the company has outstanding convertible notes that...more

Remuneration Voting - 2014 AGM Season

Over the 2014 AGM season, there was much media attention on the so-called ‘Shareholder Spring’. We have analysed the shareholder votes on resolutions to approve directors’ remuneration reports and remuneration policies during...more

Governance, Compliance and Simplicity

I have always admired the ability of intelligent people to explain complex ideas in simple terms. Prosecutors have to explain complex facts and crimes to a jury....more

Real Property, Financial Services & Title Insurance Update: September 2014 #2

REAL PROPERTY UPDATE - - Parol Evidence: trial court erred by considering extrinsic evidence to determine parties’ intent because contract for sale of property that provided certain prior deposits be paid to seller as...more

Affiliate Marketer Can Survive Motion to Dismiss on Breach of Contract for Referrals

Affiliate marketers are a considerable cog in assisting companies, including search engines and online retailers, in guiding potential customers to click on sponsored links. In expediting the acquisition of potential...more

Why Uncle Sam Wants You (to be a Whistleblower)

Last Wednesday, the Obama administration was buzzing about one word all across the country – and that word was ‘whistleblower.’ The Justice Department is bolstering a movement to appeal to witnesses of corporate...more

SEC Charges Private Equity Sponsor for Misallocation of Expenses on Integrated Portfolio Companies

The SEC charged a private equity sponsor with breaching its fiduciary duty to a pair of private equity funds by sharing expenses between a company in one’s portfolio and a company in the other’s portfolio in a manner that...more

D.C. Circuit Court Expands Privilege in Internal Corporate Investigations

There are numerous federal regulations requiring investigations into possible fraud, related to both mandatory disclosure and simply performing some fact gathering while seeking legal advice. The U.S. Court of Appeals for the...more

Forum-Selection vs. Arbitration Issue Teeing Up for Supremes

The Second Circuit stayed its mandate last week to allow public-pension litigants to file cert petitions seeking review of its August holding that a subsequent account-agreement forum-selection clause requiring federal-court...more

Billy the Kid Begins and the GSK China Verdict

According to This Day in History, 139 years ago today, Billy the Kid was arrested for the first time, for theft. Billy the Kid was believed to have been born in New York City and was later taken out west by his mother. ...more

FCPA Compliance and Ethics Report-Episode 92-Interview with Matt Kelly [Video]

The FCPA Compliance and Ethics Report is out. In this episode I visit with Matt Kelly, editor of Compliance Week about the upcoming Compliance Week Europe and Compliance Week West conferences, the COSO framework and internal...more

Enforcement of China’s Anti-Monopoly Law Continues to Intensify

In this lw.com interview, Latham & Watkins partner Tad Lipsky discusses the evolution of antitrust laws globally, examines the complex regulatory structure that enforces China’s new Anti-Monopoly Law (AML) and talks about the...more

Wells Fargo Admits Violating Law, Pays SEC $5 Million Penalty

Wells Fargo was named by the Commission in a proceeding for failing to establish, maintain and enforce policies and procedures to prevent the misuse of inside information. The firm added to its difficulties during the...more

Speech by DOJ’s Marshall Miller Could Be Harbinger of Bad Things to Come

So here’s a thing. Last week Marshall Miller, the No. 2 official in the Justice Department’s Criminal Division, made a speech urging corporations to focus its investigations into misconduct on individual malefactors and...more

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