NautaDutilh Update On 8 January 2012, an act implementing Directive 2009/109/EC (the "Directive") was adopted by the Belgian Parliament (the "Act"). The Act entered into force on 18 January 2012. The Act was adopted in response to the European Commission's comments that some of Belgium's reporting and documentation requirements for mergers and divisions were outdated and excessive; the purpose of the Act is to reduce the administrative burden in this regard. The Act provides new rules with respect to the reporting...

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NautaDutilh Update On 1 March 2012 the Dutch Minister of Security and Justice confirmed that his target date for the entry into force of the legislation simplifying the rules applicable to private limited liability companies is 1 July 2012. The bills are currently before the upper house of the Dutch parliament. This newsletter summarises the most important changes under the proposed new rules. The Private Company Law (Simplification and Flexibilisation) Bill – the "Flex BV Bill" – has been before the upper...

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PEPPER HAMILTON, LLP - CLIENT ALERT On April 3, 2012 at a public meeting, the Financial Stability Oversight Council (FSOC) finalized a rule that establishes a protocol for determining which non-bank financial companies (including private equity firms, insurance companies, and hedge funds) may be classified as a "systemically important financial institution" (SIFI). The final rule was passed pursuant to Section 113 of the Dodd-Frank Act, which authorizes the FSOC to require a non-bank to be supervised by the Federal Reserve Board...

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PEPPER HAMILTON - CLIENT UPDATE Steven D. Bortnick | bortnicks@pepperlaw.com Timothy J. Leska | leskat@pepperlaw.com In March 2009, Sen. Carl Levin (D-Mich.) introduced the Stop Tax Haven Abuse Act (S. 506) (the “2009 Act”) to “stop tax cheats” and target “off-shore tax abuses that rob the U.S. Treasury.” Although most of its provisions never were enacted, it did lead to the passage of sweeping withholding and information-gathering rules contained in the Foreign Account Tax Compliance Act (FATCA). Sen. Levin, through his Cut...

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Pepper Hamilton LLP Client Alert  - April 2, 2012 The Consumer Financial Protection Bureau (the Bureau) announced a proposed rule (the Proposed Rule) to codify protections for privileged information obtained by the Bureau from financial institutions and other entities it supervises. The Proposed Rule provides that any supervised entity that submits privileged material to the Bureau (such as communications with counsel) in the course of the supervisory process does not waive the privilege. On March 26, 2012, the House of Representatives...

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Schumer's Legislation, the "JOLT" Act - Will Reform Outdated Visa Laws to Allow Increased Business and Leisure Travel from Countries Like Poland. Increased Business and Leisure Travel from Poland Will be A Win-Win for Polish Visitors and the U.S. Economy Schumer: Polish Citizens Fight Alongside Americans in Afghanistan But Can't Visit the U.S. Without A Visa - Time to Stop U.S. Senator Charles E. Schumer today announced that he was pushing to make Poland eligible for the Visa Waiver Program (VWP)...

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The M&A Advisor today announced the winners and finalists of the 3rd Annual 40 UNDER 40 M&A Advisor Recognition Awards – Eastern Region. The M&A Advisor, renowned globally for its recognition and presentation of leading M&A, financing and turnaround professionals, created this recognition awards program to promote mentorship and professional development amongst the emerging business leaders. The 2012 40 UNDER 40 Award Winners and Finalists have been chosen for their accomplishments and expertise from a pool of prominent nominees by an...

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After years of headline-grabbing settlements and large, industry-wide investigations of U.S. Foreign Corrupt Practices Act ("FCPA") violations, 2011 marked a slowdown in the pace of the U.S. enforcment actions. However, 2011 did have the most FCPA trials in the statute's hsitory, and several resulted in key judgments, especially those relating to the definition of a "foreign official," that will impact future enforcement of the statue. A review prepared by The International Law Firm of Fulbright & Jaworski can be found here.

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Barbara D'Aquila and Patrick Gallagher of Fulbright & Jaworski discussed the fundamentals and best practices to protect the company's greatest asset — intellectual property — when dealing with employees and independent contractors. The panel reviewed the basics including default ownership rules when there is no agreement key points to contemplate when drafting employment contracts and independent contractor agreements governing intellectual property, such as: consideration, governing law, pre-invention assignment clauses, and other important concepts. This Forum provided a review of best practices at the beginning, during, and end...

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