General Business Updates

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.
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Restricting Share Capital Reductions in Takeovers

The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (the “Regulations”) came into force on 4 March 2015. The Regulations amend section 641 of the Companies Act 2006 to prevent a company from reducing its share...more

Council Member Barred From Considering Own Appeal

In Woody’s Group, Inc. v. City of Newport Beach, the Fourth District Court of Appeal held that the City Council of Newport Beach “violated two basic principles of fairness: you can’t be a judge in your own case, and you can’t...more

$1.1 Million Penalty Issued Under Canada’s New Anti-Spam Law

The Canadian Radio-television and Telecommunications Commission (CRTC) announced today that it has issued a Notice of Violation to Quebec-based business Compu-Finder for four alleged violations of Canada’s anti-spam...more

First Circuit Recognizes Uberrimae Fidei In Admiralty Context

The First Circuit recently examined, in the admiralty context, the doctrine of uberrimae fidei, a legal doctrine requiring that all parties to an insurance contract deal in good faith and fully disclose all material facts....more

SEC Approves New Rule Limiting Who Qualifies As a Public Arbitrator in FINRA Proceedings

On February 26, 2015, the Securities Exchange Commission (“SEC”) approved proposed Financial Industry Regulatory Authority (“FINRA”) rules that will substantially reduce the number of public arbitrators on the roster for...more

More Examples of Social Media in M&A Transactions

Occasionally we see interesting uses of social meeting in M&A transactions. Some recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . ....more

Full Dissemination of Information–How Many Days?

How many days does it take for material nonpublic information in a press release or an SEC filing to be deemed fully disseminated to, and digested by, the marketplace? The answer can affect, for example, the duration of a...more

Foreign Currency Manipulation Front and Center in U.S. Trade Talks

As the Obama Administration vigorously pursues its trade agenda, bipartisan groups in the House and Senate have brought the issue of currency manipulation to the forefront of the trade policy debate. On February 10,...more

SEC Enforcement Director Discusses Issues for Pharmaceutical and Medical Technology Companies

In a wide-ranging speech on Tuesday, Securities and Exchange Commission Director of Enforcement Andrew Ceresney discussed recent SEC actions and current concerns involving the pharmaceutical and medical technology industries....more

Significant New Jersey Tax Cases in 2014

Several significant tax cases have been decided in New Jersey in 2014. Perhaps even more notably, nearly all of them have been decided in favor of the taxpayer. The decisions address a broad spectrum of issues, including the...more

Federal Circuit Clarifies Requirements for Use in Commerce of Service Trademarks

On Monday, the Federal Circuit issued its decision in Couture v. Playdom, clarifying that use in commerce for a service mark requires that the services be rendered before a registration can be granted. To obtain a federal...more

Certain Goods and Services Now Eligible for Importation into the United States from Cuba

The U.S. Department of State published its Section 515.582 List that outlines which goods and services produced by independent Cuban entrepreneurs are eligible for importation into the United States....more

Blog: Process Counts – Board Considerations When Contemplating a Sale

Whether you are a founder or venture investor sitting on the board of a portfolio company, you have fiduciary duties to think about when making board-level decisions. These decisions often come under increased judicial...more

FAA Proposes Rules for Small Commercial Unmanned Aircraft Systems or Drones

Action Item: As a step towards integrating commercial Unmanned Aircraft Systems (“UAS”) flights into U.S. airspace, the Federal Aviation Administration (“FAA”) has released its long-awaited Notice of Proposed Rulemaking...more

International Fraud & Asset Tracing (3rd Edition), France

In this Guide: - Introduction - Managing the Internal Investigation - Disclosure from Third Parties - Steps to Preserve Assets/Documents - Civil Proceedings - Anti-Bribery/Anti-Corruption Legislation -...more

Overview of the Taxation of Foreign Currency

In this Newsletter: - Determination of the Functional Currency and Definition of a “QBU” - Section 988 — Non Functional Currency Transactions - Section 986 — Translation Rules for Earnings and Profits and...more

Court Strikes Down Surcharge on Utility Users Imposed Under a Franchise Agreement

Surcharge Collected for General Revenue Purposes Under a Franchise Agreement must be Approved by Voters - A surcharge on electric utility bills collected by a power company pursuant to a franchise agreement and remitted...more

Setting the Rules and Managing the Risks of Absentee Bids

Absentee bids left with an auctioneer are generally seen as an accommodation to bidders who are unable to be physically present at an auction. The acceptance of absentee bids can also benefit the seller by providing a...more

New Rules for Small Businesses Deducting Repairs

Almost all businesses incur expenses for tangible property, whether they buy it, produce it or build it, or simply repair and maintain it. Deciding whether these expenditures may be deducted when incurred or must be...more

1031 Exchange: A Business Strategy To Defer Capital Gains Tax

For businesses, it is important to be aware of strategies that can help decrease tax liability. In this post, we want to talk about one such strategy: 1031 exchanges, also called like-kind exchanges. ...more

How Does Contamination Impact “Fair Market Value”?

As California continues to expand and improve its infrastructure, public agencies are more frequently running into contaminated property. A frequent question for eminent domain attorneys is: “how does contamination impact...more

SEC Recommends "Localized" FCPA Controls For Foreign Subsidiaries

The SEC investigation found that the respondent lacked sufficient internal controls to prevent and detect approximately $230,000 in improper payments made by its China-based offices that falsely recorded the payments in books...more

Court considers the documents required to be supplied in support of a demurrage claim under BPVOY4

Kassiopi Maritime Co Ltd v Fal Shipping Co Ltd [2015] EWHC 318 (Comm) - Owners and Charterers had entered into a voyage charter on the BPVOY4 form. The charter contained the following provisions: -Clause 19.7.1:...more

The Proxy Season Field Guide - Fifth Edition

EXECUTIVE SUMMARY - The 2015 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide...more

Focus on Tax Strategies & Developments - March 2015

In This Issue: - U.S. International Tax Policy: 10 Questions for 2015 - The New UK Diverted Profits Tax - France Implements Horizontal Tax Consolidation - China’s New General Anti-Avoidance Rules: An...more

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