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Blog: House Hearing On Conflict Minerals Rule: A Mixed Bag

At a hearing last week before a subcommittee of the House Financial Services Committee, the members heard testimony regarding the Dodd-Frank conflict minerals provision. The Chair expressed concern that the provision was...more

California Court Confirms No Absolute Public Policy Against Non-Competes Entered into by Partners

California’s prohibition on non-competition agreements is less than absolute. For example, non-compete agreements may be enforced against partners or sellers of businesses. Additionally, in SingerLewak LLP v. Andrew Gantman...more

Do Not Pass Go. Do Not Collect $200?: D&O Insurance—Advance Warning on Fee Advancement

In a recent string of decisions, the Delaware Chancery Court has addressed the scope of the right of Directors and Officers to have their legal expenses paid while governmental investigations or legal proceedings against them...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Spain

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? According to Spanish Law, in the event of a transfer of undertaking the new employer shall subrogate in the transferor´s rights and...more

Applying The "Common Legal Interest" Privilege In The Context Of A Financial Transaction

Sophisticated and complex commercial litigation and criminal investigations often involve many participants and their lawyers. In these cases, it is often beneficial for the lawyers to share confidential information pursuant...more

What You Need to Know - Unfair Contact Terms Protection Starts 13 November 2016

Unfair terms in standard form contracts for consumers were outlawed in 2010. Now unfair terms in standard form contracts for small business will be outlawed as of 13 November 2016. Here, we set out what you need to know, and...more

Treasury and IRS Issue Additional Inversion Notice

The Treasury Department and the IRS released Notice 2015-79 (the “2015 Notice”) on November 19th to further limit expatriation transactions and to supplement the anti-inversion guidance issued by Treasury and the IRS on...more

The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday. I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards...more

The New Securities Financing Transactions Regulation

The Securities Financing Transactions Regulation (“SFTR”), which imposes requirements on EU AIFMs and UCITS managers to make certain disclosures to investors, was adopted by the European Council on 16 November 2015. Some of...more

Supreme Court of Canada to Hear Tax Rectification Case

On November 19, 2015, the Supreme Court of Canada granted leave to appeal in Canada (A.G.) v. Groupe Jean Coutu (PJC) inc., 2015 QCCA 838, which addresses the question of when rectification will be granted in the tax context....more

Justice Department Updates United States Attorneys' Manual to Emphasize Priority on Prosecuting Individuals in Corporate Criminal...

On November 16, 2015, the U.S. Department of Justice revised the United States Attorneys’ Manual (USAM) to align the principles by which federal government prosecutors investigate and prosecute criminal cases involving...more

SEC Exam Staff Shares Observations on Outsourced Chief Compliance Officers

Firms that use third-party CCOs or that rely on financial intermediaries that have outsourced their compliance functions should consider taking a fresh look at their compliance structure in the wake of this guidance....more

Corruption Risk and Prosecution are Real and They are not Going Away

On November 11, the The Wall Street Journal ran a story with a fairly provocative headline: "U.S. Justice Department Makes Radical Shift on Foreign Bribery Enforcement." Whether DOJ is making a radical shift or not, corporate...more

Global Tax News - November 2015

HANDS OFF DIGITAL CURRENCIES! CANADA’S SENATE CALLS FOR A LIGHT REGULATORY APPROACH Formerly considered a gimmick for geeks and gamers, digital currencies, such as Bitcoin, have grown into a worldwide phenomenon...more

Technological Change and Economic Growth

Google, Facebook, Twitter, WhatsApp, Zynga, Airbnb, Uber etc etc. These are all companies that have come from nowhere and are now market leaders in an increasingly mobile and digital world. They have built their brands and...more

Investing in Russia Guide

Dentons Moscow office has recently issued Investing in Russia Guide for companies and financial institutions considering investments in Russia. The report on the legal framework for investments covers corporate, real estate,...more

Recent FCA Commentary on Internal Investigations by Firms

On November 6, the UK Financial Conduct Authority (FCA) published a speech by Jamie Symington, director in enforcement (wholesale, unauthorized business and intelligence), on FCA-regulated firms’ internal investigations of...more

Pitfalls of Delaware Corporate Law

In order to create the invaluable certainty that Delaware corporate law provides to boards of directors and stockholders with respect to corporate governance and capital structure, the General Corporation Law of the State of...more

European Commission Acknowledges a Year’s Delay to the Implementation of MiFID II May Be Necessary

Recent weeks have seen increasing numbers of market participants and trade bodies in the European Union (including the Investment Association and the European Fund and Asset Management Association) calling for the start date...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Portugal

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Pursuant to the Portuguese Employment Code, there is a transfer of an undertaking when there is a change of ownership of an undertaking or...more

California Amends LLC Law, Eases Lender Obligations

Why it matters - Earlier this month, California Governor Jerry Brown signed into law Assembly Bill 506, a measure that amended the state's Revised Uniform Limited Partnership Act, making it easier for lenders to make...more

Joanne Soslow on Raising Capital in Today's World [Video]

Joanne Soslow, partner and head of the Securities Practice Group of Morgan Lewis, talks about how recent regulations and the rise of social media has changed the landscape for companies seeking to raise capital in the 21st...more

Common Law Business Partnership – Can You Have a Partner Despite a Contrary Agreement?

Believing that a non-binding term sheet and earlier written agreements precluded any unwritten partnership, Original Oil Production Services (OOPS) cut out its colleague Petroleum United Transfer Zenith (PUTZ) and secretly...more

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