Features

Last month, we discussed the fact that whistleblowing in France is a rather unwelcome legal obligation. France's total opposition to whistleblowing has softened over time and has been accompanied by a greater understanding and appreciation of its implications. Nevertheless, strong pervasive principles of French law continue to govern this domain. We referred our readers to a recent report on Whistleblowing and Ethical Charters, which was commissioned by the French Minister of State for Employment and Professional Insertion. The Antonmatt'i-Vivien report was aimed at encouraging the analysis and clarification of this grey area of French law. We continue this month with a look at how whistleblowing is implemented in France.

On July 26, 2006, the Securities and Exchange Commission ('SEC') formally adopted new executive compensation disclosure requirements under Item 402 of Regulations S-K ('Item 402'). With the ink barely dry, the SEC on Dec. 22, 2006, modified the reporting requirements related to stock options and stock awards on the Summary Compensation Table, the Director Compensation Table and the Grants of Plan Based Award Table (the 'Item 402 Amendment'). The new rules significantly increase the required disclosure for the 2007 proxy season and ensure that there will be plenty of interesting reading for shareholders, executives and regulators.

Features

Each year, the federal government spends several hundred billion dollars to obtain goods and services from corporations and other nongovernmental entities. Under the critical eye of the nation's taxpayers, the federal government has amplified its own scrutiny of the ethics and integrity of its procurement officers and those companies with which it contracts. Via new national legislation and investigative initiatives, the attention of Capitol Hill and federal law enforcement offices across the nation is keenly focused on the prevention, detection and punishment of procurement fraud. It is a brand new day ' and a potentially dark one for the unwary governmental contractor.

Features

Who's moving where; who's doing what.

Features

Recent rulings of interest to you and your practice.

Last month, tha authors noted that on Oct. 17, 2005, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ('BAPCPA') was implemented without the collapse of the bankruptcy world as we knew it. They discussed the 'changes' to ' 303, and several key cases. This article continues the discussion.

The Third Circuit, on March 30, 2007, affirmed a district court judgment dismissing a $500 million fraudulent transfer and breach of fiduciary duty suit against Campbell Soup Co., the former parent of Vlasic Foods International ('VFI' or the 'debtor'). <i>VFB, LLC v. Campbell Soup Co.</i>, 2007 WL 942360 (3d Cir. 3/30/07). VFI's creditors, acting through the reorganized entity, known as VFB, claimed that Campbell's March, 1998 $500 million stock sale (or 'leveraged Spin') of its Specialty Foods Division (including subsidiaries such as Vlasic (pickles) and Swanson (TV dinners)) to VFI, a newly formed, wholly owned subsidiary, was a fraudulent transfer because VFI did not receive reasonably equivalent value and because its $500 million payment rendered it insolvent and under-capitalized. The Third Circuit, however, held that the District Court had properly found the Division acquired by the debtor to be 'worth well in excess' of the $500 million purchase price, and that the debtor was solvent at the time of its 1998 purchase. Relying on the District Court's market capitalization

In a case of significance to the secondary loan and distressed claim market, a North Carolina state court has entered an 'anti-suit injunction' barring a group of secondary, secured debt holders (the 'Fund Defendants'), from commencing any actions against Wachovia Bank. The case, <i>Wachovia Bank, NA and Wachovia Capital Partners, LLC v. Harbinger Capital Partners, et al</i>, Civ. Action No. 07-CVS-5097, is pending in the General Court of Justice, Superior Court Division (Mecklenburg, NC) (the 'State Court Anti-Suit Action'), but its parties and the underlying facts arise from the Chapter 11 case of <i>In re Le-Nature, Inc.</i>, pending in United States Bankruptcy Court, Western District of Pennsylvania (the 'Bankruptcy Case').