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|New Jersey Supreme Court Reaffirms Limitations of “Mode of Operation” Doctrine|
Gregory D. Speier; Marshall Dennehey Warner Coleman & Goggin, P.C.;
November 25, 2015, previously published on December 1, 2015In a significant ruling that will impact how premises liability cases are litigated throughout the state, the New Jersey Supreme Court, on September 28, 2015, unanimously reaffirmed the limitations of “Mode of Operation” applicability. In Prioleau v. Kentucky Fried Chicken, 2015 N.J....
|SEC Issues Guidance Limiting Exclusion of Shareholder Proposals|
Bachar Mahmoud, Michael R. Neidell; Olshan Frome Wolosky LLP;
November 19, 2015, previously published on November 18, 2015On October 22, 2015, the Staff of the Securities and Exchange Commission (the “Staff”) issued Staff Legal Bulletin No. 14H (the “Bulletin”), which provides guidance on how the Staff will evaluate arguments for excluding Rule 14a-8 shareholder proposals from reporting...
|Overriding Mandatory Rules in Private International Law|
Naciye Yilmaz; Erdem Erdem Law Office;
November 18, 2015, previously published on August 17, 2015There are certain limitations to freedom of contract. Under national laws, these limitations appear as mandatory rules based on public policy. Similarly, under international law, even if the parties have made a choice of law, in case there are overriding mandatory rules, these rules shall apply...
|Assignment of Receivables as Security|
Nilay Celebi; Erdem Erdem Law Office;
November 18, 2015, previously published on August 17, 2015The assignment of receivables, which constitutes an important security method under the obligations law, is regulated under Articles 183 to 190 of the Turkish Code of Obligations, No: 6098 (“Code”). The Code does not specifically define assignment of receivables. Pursuant to Art. 183 of...
|Unusual Illinois Decision May Impact Structured Purchasing Industry|
Ronald E. Reitz; Margolis Edelstein;
November 13, 2015, previously published on July 2015The Illinois legislature appears poised to amend the state’s “Structured Settlement Protection Act”, in part to address the anomalous decision in Settlement Funding, LLC v. Cathy Brenston, Nos. 4-12-0869, 4-12-0870, 4-12-0944, 2013 Ill. App. LEXIS 573 (Ill. Ct. App. Aug. 26,...
|SEC Issues New Proxy Rule Guidance in M&A Context|
Michael R. Neidell; Olshan Frome Wolosky LLP;
November 10, 2015, previously published on November 3, 2015On October 27, 2015, the Securities and Exchange Commission issued new guidance regarding matters that must be submitted to a separate vote of shareholders of a target company seeking approval of a merger or acquisition.
|Consumer Loan Agreements Regulation Entered Into Force|
Alper Uzun; Erdem Erdem Law Office;
November 6, 2015, previously published on June 5, 2015The Consumer Loan Agreements Regulation (“Regulation”) that was prepared to regulate various issues set forth by the Law on Consumer Protection numbered 6502, and which will determine the principles and procedures regarding consumer loan agreements, was published in the Official Gazette...
|New Brokerage Regulation|
Ecem Cetinyilmaz; Erdem Erdem Law Office;
November 6, 2015, previously published on July 5, 2015The new Insurance and Reinsurance Brokerage Regulation (“New Regulation”) entered into force through publication in the Official Gazette dated 27 May 2015 and numbered 29368. The New Regulation abrogated the former Insurance and Reinsurance Brokerage Regulation (“Former...
|M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action|
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
November 5, 2015, previously published on October 28, 2015In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted...
|Beware of Blanket Purchase Orders and Requirements Contracts|
Lisa S. Lauer; McDonald Hopkins LLC;
October 30, 2015, previously published on September 25, 2015Steel prices have plummeted, and there have been numerous articles, blogs, and discussions about how this could impact various different industries, markets and the economy overall. I, however, want to remind businesses to beware of blanket purchase orders and requirements contracts.