UK MOJ Calls for Evidence to Weigh Reform Effort Aimed at Tightening Corporate Criminal Liability

By | Gray Matters | March 21, 2017
On January 13, 2017, the Ministry of Justice of the United Kingdom issued a (“call for evidence,”) seeking comment on potential changes to corporate criminal liability law for economic offences, such as fraud, false accounting and money laundering.  Currently, corporate criminal liability in the UK, apart from offences charged under the Bribery Act of 2010, follows the common law “identification doctrine” or “directing mind theory.”  On January 13, 2017, the Ministry of Justice of the United Kingdom issued a (“call for evidence,”) seeking comment from the public on potential changes to corporate criminal liability law for economic offences, such as fraud, false accounting and money laundering.  View Full Post
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Are New York Courts Keeping the World Safe for Nuisance Value Merger Objection Lawsuits?

By | The D&O Diary | March 20, 2017
new yorkIn a series of decision culminating in Chancellor Bouchard’s January 2016 ruling in the Trulia case (about which refer here), Delaware’s courts have shown their hostility to disclosure-only settlements in merger objection lawsuits. These Delaware developments led some observers to speculate that we might have seen the end of the litigation trend in which nearly every M&A transaction attracted at least one merger objection lawsuit. View Full Post
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FINRA Proposes Changes to Private Placement Filer Form

By | MOFO Jumpstarter | March 20, 2017
On March 17, 2017, FINRA filed with the SEC proposed changes to the Private Placement Filer Form (“Filer Form”) that FINRA members must complete when submitting private placement filings under FINRA Rules 5122 or 5123. The proposed changes will assist FINRA in evaluating the private placement activities of its members and assess whether members are conducting a reasonable investigation for private placements in which they participate. View Full Post
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Shedding Some Light On BPA Settlements

In our post last week, we outlined the terms of the first two published Proposition 65 BPA settlements, for polycarbonate drinkware. We explained that we don’t know if these settlement terms would become a standard for future settlements and compliance because of the nature of the settlements – out-of-court, with the same plaintiff and Proposition 65 plaintiffs firm.  View Full Post
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European Conflict Minerals Regulation — Details On What EU Importers Must Do

The proposed EU conflict minerals regulation has almost reached the last step before becoming an official EU regulation. On March 16, 2017, the European Parliament voted to approve the regulation, and the Council of the EU is expected to formally approve it in the weeks to come.  View Full Post
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Making Your Vote Count II: CSA Finalizes Proxy Voting Protocols

By | Special Situations Law | March 20, 2017
The Canadian Securities Administrators (CSA) have recently released finalized guidance and protocols for meeting vote reconciliation under CSA Staff-Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) which are implemented on a voluntary basis. The Protocols mark the latest step in a systemic review that began in 2013 to bring greater transparency and simplicity in vote tabulation specifically for shares held through intermediaries. View Full Post
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Paying Your Children to Work in the Family Business? How Much Pay is Too Much?

hands holding money skyIt’s important to remember that when your family business sets compensation for family members, the IRS may be looking over your shoulders.  Why?  The IRS may disallow the deductibility of salaries and other compensation if it determines that the compensation is higher than “reasonable.”  The family business discussed in this article by Michael P. View Full Post
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