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|Liability of Managing Director Due to Erroneous Information in Share Deal - M&A|
Michael Rainer, Michael Rainer; GRP Rainer LLP;
March 6, 2014, previously published on March 5, 2014If false information is provided or erroneous guaranties given in the context of a share deal, liability on the part of the managing director(s) is possible.
|Supreme Court Expands Scope of Sarbanes-Oxley Whistleblower Liability|
Jeffrey P. Dunlaevy; Ogletree, Deakins, Nash, Smoak & Stewart, P.C.;
March 6, 2014, previously published on March 5, 2014Yesterday the Supreme Court of the United States issued its opinion in Lawson v. FMR LLC, No. 12-3, holding that the whistleblower protections of the Sarbanes-Oxley Act of 2002 protect not only the employees of regulated public companies but also the employees of contractors and subcontractors of...
|Electronic Discovery & Information Governance - Tip of the Month: Managing the Risks of Bring Your Own Device|
Therese Craparo, Anthony J. Diana; Mayer Brown LLP;
March 6, 2014, previously published on February 28, 2014Scenario: A multi-national financial institution has decided to implement a Bring Your Own Device (or BYOD) program due to increasing demand from business personnel and a desire to reduce IT costs. The General Counsel’s Office is asked whether there are any legal, regulatory or compliance...
|Broker-Dealers Should Prepare for Upcoming Effective Date for Certain Amendments to the Financial Responsibility Rules|
Russell M. Fecteau, Amy Natterson Kroll; Bingham McCutchen LLP;
March 6, 2014, previously published on February 24, 2014On March 3, 2014, certain temporary exemptions from compliance with amendments to the financial responsibility requirements for U.S.-registered broker-dealers will sunset. As a result, firms soon will be required to comply with new amendments to the customer protection rule (Rule 15c3-3); the...
|The Contracts (Rights of Third Parties) Bill, 2014 proposes to change Cayman contract law|
Daniel Loeb, Gary Smith; Loeb Smith & Brady;
March 6, 2014, previously published on February 2014The Cayman Islands Government has published a new bill that will modify contract law in the Cayman Islands when it is passed into law by mid-March 2014.
|New York Enacts Sweeping Not-For-Profit Corporation Law Reform|
Harter Secrest Emery LLP;
March 6, 2014, previously published on December 19, 2013On December 18, Governor Cuomo signed the Non-Profit Revitalization Act, an unprecedented sweeping reform of the New York Not-for-Profitt Corporation Law (N-PCL). The Act makes numerous changes to the N-PCL that will affect many aspects of the formation and operation of New York not-for-profit...
|SEC Reminds Funds That Shareholders Should Be Allowed to Vote on Each Material Amendment to Charter Documents|
Peter D. Fetzer, Terry D. Nelson; Foley & Lardner LLP;
March 6, 2014, previously published on February 28, 2014The Staff of the Division of Investment Management has issued guidance to funds reminding them that when shareholders are voting on amendments to the charters of investment companies, shareholders should be provided a separate vote on each material amendment to the charters.
|Court of appeal overrules Goldacre and Luminar|
Jennifer Colegate, Caroline Humble, Ashley Katz, Devi Shah, Jessica Walker; Mayer Brown International LLP;
March 6, 2014, previously published on February 25, 2014The Court of Appeal has handed down judgment in the highly anticipated Game case and has overruled the controversial decisions of the High Court in Goldacre and Luminar.
|FATCA: With Deadlines Looming, the Time to Act is Now|
Christopher R. K. Cawley, Nicola Lemay, Richard Schaul-Yoder; Foley Hoag LLP;
March 5, 2014, previously published on February 26, 2014On July 1, 2014, FATCAi will go into effect. As a consequence, foreign entities that receive payments or allocations of certain U.S.-source income generally will be subject to a new 30 percent U.S. withholding tax on such income unless such foreign entities comply with FATCA or otherwise are exempt...
|The U.S. Supreme Court Limits Jurisdiction Over Foreign Companies|
Maria M. Todorova, Prentiss Willson; Sutherland Asbill & Brennan LLP;
March 4, 2014, previously published on January 29, 2014On January 14, 2014, the U.S. Supreme Court reversed the Ninth Circuit and held that due process prevents a state court from exercising general personal jurisdiction over a foreign corporation based solely on the business activities performed in the forum state by a U.S. subsidiary on behalf of the...