Yesterday U.S. Customs and Border Protection (CBP) issued its first finding of forced labor in 24 years (Finding) against importation into the United States of certain goods from a Chinese company. The Finding was made pursuant to 19 U.S.C. 1307, which prohibits the importation of merchandise mined, manufactured, or produced,…
On 13 October 2020, the Commission decided to extend the coverage of the Temporary Framework and prolong it…
In a significant regulatory action, the US Securities and Exchange Commission (SEC) recently proposed to issue an order granting certain “finders” a conditional exemption from broker-dealer registration in connection with capital raising activities in private markets (“Finders Proposal”). The Finders Proposal seeks to address the long-standing regulatory uncertainty surrounding the status of intermediaries in the private capital-raising markets and to encourage investment in small businesses, which disproportionally rely on finders to locate capital. The proposed exemption would allow natural persons to engage in certain limited activities involving accredited investors without registering with the SEC as brokers under the Securities Exchange Act of 1934 (“Exchange Act”).
In brief On October 2, the Superintendence of Companies (“SS”) issued the Resolution 100-006261 (the “Resolution”), by means of which it defined the new criteria to determine the companies that must adopt Business Transparency and Ethics Programs (“PTEE”). The Resolution is effective as of January 1, 2021, and expressly revoke…
As companies increase their environmental, social and governance (ESG) reporting and statements in response to market and shareholder demands,…
On 8 October 2020, the Government of Ontario tabled the Better for People, Smarter for Business Act, 2020 (Bill 213) for its second reading. Bill 213 introduces red tape reduction and regulatory modernization efforts to make Ontario more competitive. Among the changes proposed are amendments to the Business Corporations Act (Ontario) (OBCA) which would eliminate director residency requirements for Ontario corporations, and permit written shareholder resolutions to be effective if signed by a majority of votes rather than a unanimity of shareholders. Bill 213 has not yet received royal assent, and no date has been set for the coming into force of the proposed changes to the OBCA.
HMRC have issued new VAT guidance in relation to termination fees and compensation payments. HMRC now consider that such payments will normally represent consideration for the supply of goods or services and therefore are liable to VAT. This results in uncertainty for many payments which would have previously been treated as compensation and outside the scope of VAT. We have considered the impact of the new guidance below, specifically in the context of M&A transactions.
In brief This client alert covers a new guideline on assessment of mergers, acquisitions and consolidations (“2020 Merger…
The FRC has this week published a paper on AGMs and best practice, based on their review of 2020 AGMs (202 AGMs of FTSE 350 companies between March and August). The fundamental message is that it is important for companies in the context of AGMs to facilitate
In brief With the end of the Brexit transition period rapidly approaching, EEA firms wishing to operate in the UK via a branch or UK establishment from the start of 2021 will need to understand the Financial Conduct Authority’s (FCA) authorisation requirements. To help those firms understand the regulator’s approach…