Canada: What Are the Rules in Ontario's 'Neverland'?
September 26, 2008
The Canada-based, Louisiana-flavored B'ton Rouge franchise system features ribs, beef, and fish in a casual-dining atmosphere, with about 20 franchised restaurants operating in Qu'bec and Ontario. One of the Ontario locations is the battleground for the case to be outlined in this article: <i>4287975 Canada Inc. v. Imvescor Restaurants Inc. et. al.</i>
Antitrust Limits on Pre-Closing Conduct in Mergers and Acquisitions
September 26, 2008
In track, a runner "jumps the gun" when he or she begins running before the gun has sounded. A similar concept occurs when two competing firms that have agreed to merge begin coordinating their activities or combining their distribution networks before the merger closes. Here is what merging firms can and cannot do before the gun sounds.
Understanding and Avoiding Preference Liability
September 26, 2008
In today's challenging economic environment it is a familiar story: After a protracted period of slow pay and then no pay, your customer (or borrower, joint venturer, counter-party, etc.) files a bankruptcy petition, leaving you holding the bag. And that's only the beginning.
Quarterly State Compliance Review
September 26, 2008
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect recently, including amendments to the corporation laws of Delaware, California, and New York. This edition also includes two recent decisions of interest from the Delaware Chancery Court.
Index
September 26, 2008
Everything contained in this issue, in an easy-to-read format.
Buyer's Brokers and the Duty of Loyalty
September 26, 2008
What obligations does a buyer's broker have to different clients interested in purchasing the same property? When faced with that question in <i>Rivkin v. Century 21 Teran Realty LLC</i>, the Second Circuit certified the question to the New York Court of Appeals. <i>Rivkin</i> answered at least one significant question surrounding the obligations of a buyer's broker, but the Court of Appeals opinion raised new questions whose resolution will await future litigation (or legislation).
Development
September 26, 2008
A look at recent rulings of importance.
Second Circuit Addresses Collective Scienter
September 26, 2008
The Second Circuit recently issued an important decision in <i>Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc.,</i> which has significant implications for securities class action litigation and the continuing fallout from the crisis in the credit markets. The decision addressed the issue of collective scienter, or whether a corporation can commit securities fraud when none of its individual agents acted with fraudulent intent.
