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|Fourth Circuit Determines Whistleblower Termination Not Retaliatory Discharge Under Sarbanes-Oxley|
Molly Hughes Cherry; Nexsen Pruet, LLC;
July 22, 2014, previously published on July 9, 2014The U.S. Fourth Circuit Court of Appeals ruled recently that an employee’s termination after reporting his company’s potential connection to export violations and insider trading did not amount to a retaliatory discharge under the Sarbanes-Oxley Act (SOX). Feldman v. Law Enforcement...
|The 156 Day Pill - When, Not If It Should Go|
Warren B. Learmonth, Michael T. Waters; Borden Ladner Gervais LLP;
July 21, 2014, previously published on July 10, 2014One of Canada’s leading securities regulators, the British Columbia Securities Commission (BCSC), defended the unusually long shelf life it accorded to a poison pill in the face of a hostile take-over bid with the release of reasons supporting its decision in early May to allow Augusta...
|NAIC Seeks Consultant For Own Corporate Governance Review|
Colodny Fass Talenfeld Karlinsky Abate Webb P.A.;
July 17, 2014, previously published on July 14, 2014The National Association of Insurance Commissioners ("NAIC") Executive Committee recently voted unanimously to accept the recommendation from its Governance Review Task Force to retain a consultant to assist in a comprehensive review of NAIC governance.
|Are You Complying with Canada's New Anti-Spam Rules?|
Dorothy Deng, Jefferson C. Glassie; Whiteford, Taylor & Preston L.L.P.;
July 17, 2014, previously published on July 14, 2014Canada’s Anti-Spam Legislation has gone into effect as of July 1, 2014, but there’s no need to panic if you know the basics.
|CASL Guidance for Registered Charities|
Rahim Esmail, Meghan Waters; McCarthy Tétrault LLP;
July 17, 2014, previously published on July 15, 2014Canada’s Anti-Spam Legislation (“CASL”), which came into force on July 1, 2014, is considered to be the toughest commercial electronic messaging (“CEM”) legislation in the world, with substantial fines for violations (including fines up to $10 million for...
|European Commission Issues Merger Reform White Paper Regarding Minority Shareholdings and Member State Referrals|
Simon Baxter, Frederic Depoortere, Giorgio A.L. Motta, Ingrid E. Vandenborre, James S. Venit; Skadden, Arps, Slate, Meagher & Flom LLP;
July 17, 2014, previously published on July 9, 2014On July 9, 2014, the European Commission published its proposal (White Paper) outlining the approach it intends to adopt with respect to the application of the EU Merger Regulation (EUMR) to the acquisition of minority shareholdings. The White Paper also sets out proposals to streamline the member...
|US Securities and Exchange Commission Issues Final Rules Regarding the Application of Security-Based Swap Intermediary Definitions to Cross-Border Security Based Swap Activity|
Joshua Cohn, Curtis A. Doty, Alex C. Lakatos, Jerome J. Roche, David R. Sahr; Mayer Brown LLP;
July 17, 2014, previously published on July 15, 2014The US Securities and Exchange Commission (“SEC”) has adopted final rules (the “CrossBorder Rules”) regarding the cross-border application of certain security-based swap (“SBS”) provisions of Title VII of the DoddFrank Wall Street Reform and Consumer Protection...
|Canadian Securities Regulator Upholds Poison Pill: Shareholder Approval Buys Target Five Month Breather from Hostile Bid|
Wendy Berman, Jonathan Wansbrough; Cassels Brock & Blackwell LLP;
July 17, 2014, previously published on July 10, 2014The British Columbia Securities Commission (“BCSC”) recently departed from past practice by permitting Augusta Resource Corporation’s (“Augusta”) shareholder rights plan or poison pill (the “SRP”) to remain in effect for up to 156 days, in the face of a...
|The Republic of Panama: A Hub for Multinationals|
Carlos Ernesto González Ramírez; Morgan & Morgan;
July 17, 2014What has made corporate stalwarts such as Maersk (shipping), Proctor & Gamble (consumer goods), LG (electronics), Caterpillar (construction equipment), CEMEX (construction materials) , Nike (sports equipment and apparel) and Heineken (breweries), just to name a few, choose to establish their...
|Are Your Membership Benefits Cutting It?|
Eileen Morgan Johnson; Whiteford, Taylor & Preston L.L.P.;
July 17, 2014, previously published on July 14, 2014Probably the vast majority of association membership benefits are the traditional ones - a publication of some sort, access to the association’s “members only” website, discounts on conference fees and purchases, access to group insurance programs, etc. While these benefits retain...