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|New Circular Provides Guidance on Decree 187 - Implementing the Provisions of the Commercial Law|
Mai Phuong Nguyen; Mayer Brown LLP;
March 11, 2014, previously published on March 7, 2014The Ministry of Industry and Commerce issued Circular No. 04/2014/TT-BTM (Circular 04) on 27 January 2014 providing details of the provisions of government-issued Decree No. 187/2014/ND-CP (Decree 187), dated 20 November 2013. Decree 187 provides for implementation of the provisions of the...
|SEC Clarifies Registration Requirements For M & A Brokers|
W. Raymond Felton; Greenbaum, Rowe, Smith & Davis LLP;
March 11, 2014The staff of the Securities and Exchange Commission (SEC) recently issued a no-action letter that clarifies the obligation of brokers who facilitate merger and acquisition transactions of private companies. As a result of a 1985 holding by the United States Supreme Court that the sale of the...
|Sarbanes-Oxley Whistleblower Protection Extends to Employees of Private Companies Acting as Contractors or Subcontractors of Public Companies|
John F. Adkins, Douglas T. Schwarz; Bingham McCutchen LLP;
March 11, 2014, previously published on March 7, 2014In a decision that vastly expands the number of companies subject to legal claims for retaliation against internal or external whistleblowers, the U. S. Supreme Court has ruled by a 6-3 vote that the whistleblower protections of the Sarbanes-Oxley Act extend to employees of privately held...
|IIROC’s Proposed Guidance on Best Practices for Underwriting Due Diligence|
Lyndsay Hatlelid, Neill May; Goodmans LLP - Toronto;
March 11, 2014, previously published on March 10, 2014The Investment Industry Regulatory Organization of Canada (IIROC) is requesting comments on proposed guidelines outlining certain principles, key points and best practices for underwriting due diligence in connection with public offerings.
|Supreme Court Broadens Sarbanes-Oxley Whistleblower Protections, Extends Coverage to Employees of a Public Company’s Private Contractors|
Nicholas S. Feltham, Mary P. Hansen; Drinker Biddle & Reath LLP;
March 10, 2014, previously published on March 7, 2014In its March 4, 2014, opinion in Lawson v. FMR LLC the Supreme Court extended the whistleblower protections of 18 U.S.C. § 1514A to include not only employees of public companies, but also employees of privately held businesses that provide services to public companies. This important decision...
|United States Supreme Court Resolves Circuit Split and Narrows Scope of SLUSA|
Robin A. Achen, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 10, 2014, previously published on March 6, 2014In Chadbourne & Parke LLP v. Troice, Nos. 12-79, 12-86 and 12-88, 2014 U.S. LEXIS 1644 (U.S. Feb. 26, 2014), the Supreme Court of the United States resolved a split in the circuits regarding whether alleged misrepresentations were made “in connection with the purchase or sale of a covered...
|SCOTUS Holds SOX Whistleblower Law Protects Employees of Private Contractors; Yet Full Scope Remains Unclear|
Bryan B. House; Foley & Lardner LLP;
March 10, 2014, previously published on March 5, 2014On March 4, 2014, the United States Supreme Court held in Lawson v. FMR LLC, 571 U.S. -- , Case No. 12-3 (Mar. 4, 2014), that §806 of the Sarbanes-Oxley Act of 2002 (“SOX”) provides a cause of action for employees of private contractors and subcontractors that are retaliated...
|Board Developments - New TSX Majority Voting Rules and OSC Proposals for Gender Diversity|
Robert N. Black, Sarah Bode; Davis LLP;
March 10, 2014, previously published on March 7, 2014The Toronto Stock Exchange has adopted amendments to its rules relating to the election of directors. The new rules will require that, subject to certain exemptions, each director of a TSX-listed issuer will be required to be elected by a majority of the votes cast with respect to his or her...
|Corporate Internal Investigations: Best Practices|
Bryan D. Daly, Melissa K. Eaves, Christopher E. Hale; Sheppard, Mullin, Richter & Hampton LLP;
March 10, 2014, previously published on February 27, 2014A CEO receives an anonymous call claiming that someone is stealing company trade secrets or that an employee is taking kickbacks from a vendor. A GC gets a call from the HR director who has an employee accusing the company of submitting false bills to a government agency. You are served by a...
|Due Diligence Analysis Is Important To Reduce Potential Risks When Buying a Company - Corporate Law|
Michael Rainer, Michael Rainer; GRP Rainer LLP;
March 7, 2014, previously published on March 6, 2014A Due Diligence analysis when buying a company means to investigate the company in an economic, legal and technical sense prior to signing the purchasing agreement.