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                             April 11, 2013 Edition
Book 5

Greetings!

 

Welcome to the second edition of TerraLex's Corporate Counsel Connections. In this issue, you will find a selection of 23 informative and timely articles concerning a variety of legal topics submitted by TerraLex Member Firm lawyers from around the world. We have developed this eNewsletter for our corporate counsel friends in order to serve as a helpful resource in staying current on the latest issues impacting the legal profession from around the globe. For your convenience, we have provided topical links that will take you to the articles that most interest you.

 

TerraLex is one of the world's leading law firm networks with more than 150 member firms and 17,000 lawyers in 100 countries, all working together to provide high value service as business needs arise. The articles in each issue represent only a sample of the expertise available to you as corporate counsel through working with a TerraLex Member Firm.

 

Please feel free to share these articles with your colleagues via the convenient "forward email" link at the bottom of this message, and provide feedback regarding topics you would like to see addressed in future issues. If you are not receiving Corporate Counsel Connections directly and would like to be added to our list, click here or e-mail Tim Shannon, TerraLex's Marketing and Communications Manager, at tshannon@terralex.org. Additionally, Tim takes great pride in assisting corporate counsel with finding lawyers with the right expertise, in the right jurisdiction. Please feel free to contact him.

 

Pleasant reading,

Harry P. Trueheart, III

Chair - TerraLex

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Useful Links
 

 

 

Administrative_LawAdministrative Law

 

Avoiding Issues when Structuring a Corporate Aviation Program (USA - Tennessee)

 

The flight department company trap is a unique facet of aviation law that takes the liability protection of an LLC and turns the LLC into a liability itself - with potentially dire consequences.
  
  
Biotechnology_Health_LawBiotechnology/Health Law

 

Compounding Pharmacies Coming under Greater Scrutiny (USA - Alabama)

 

This article discusses the increased scrutiny on compounding pharmacies in light of an outbreak of fungal meningitis from tainted spinal steroid injections in the United States and the problems with the current regulatory regime that deters a more effective regulation of compounding pharmacies to avoid such outbreaks.
  

 

Streamlining the Process of Food Product Approval in India with the Implementation of the Food Safety Standards Act (India)

 

India has evolved as the food basket of the world. It has garnered global attention and many international players are eyeing the Indian food market. While this revolution is gradually brewing in India's food industry, safety standards have been amended to ensure the preservation of health standards. The Food Safety and Standards Act integrates and consolidates all food safety related legislations in India.

  
  
Business_OrganizationsBusiness Organizations

 

Canada Makes Changes to Investment Canada Act Regime (Canada)

 

On December 7, 2012, Industry Canada released widely anticipated revisions to guidelines[1] on the review of proposed investments by foreign state-owned enterprises (SOEs) under the Investment Canada Act (ICA). At the same time, the Prime Minister provided additional comments about the government's proposed approach in a companion speech and the Minister of Industry approved two significant SOE acquisitions of Canadian businesses in the oil and gas sector: China National Offshore Oil Company (CNOOC) / Nexen Inc. and Petroliam Nasional Berhad (Petronas) / Progress Energy Ltd. 
  

 

Liability Exposure for Delaware Incorporated Companies: The Risk of an Escheat Audit and Delaware's New Voluntary Disclosure Program to Avoid Penalties (USA - Delaware)

 

Summary: Companies that are incorporated in Delaware are subject to audit and potential liability under U.S. abandoned property laws. Often referred to as "escheat" laws, these rules generally provide that if a company holds intangible property (such as dividends owed to stockholders, or rebates owed to customers) that cannot be delivered because the address of the rightful owner is unknown (or, in some cases, is in a foreign country), then such property is owed to Delaware as the company's state of incorporation. Delaware has instituted a system of auditing companies to determine such liabilities. However, Delaware also recently announced a "limited amnesty" initiative that will allow companies that enter into a voluntary disclosure agreement with the State to avoid potential fines and penalties for not having previously reported and remitted such unclaimed property.

  

  
Commercial_Transactions_and_FinanceCommercial Transactions and Finance

 

Subordinated Loans to German Companies: How to Avoid a Costly Tax Pitfall (Germany - Cologne)

 

This article discusses how subordinated loans to German companies may have adverse tax consequences for a company (and thereby, economically, for its shareholders) as a result of a recent decision by Germany's Federal Financial Court (Bundesfinanzhof), and the requirements companies should include in their loan agreements to German companies to avoid such adverse consequences.

  

 

New Qualified Mortgage Rules Released by the Bureau of Consumer Financial Protection (USA - Alabama)

 

This article discusses the new qualified mortgage rules released by the Consumer Finance Protection Bureau under the Dodd-Frank Wall Street Reform and Consent Protection Act and how those rules will impact the consumer loan industry.

  

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U.S. Registered Aircraft as Collateral (USA - New Jersey)

 

While a non-U.S. citizen is prohibited from owning a U.S. registered aircraft under applicable federal law, foreign lenders are free to place secured liens upon such aircraft in connection with financing transactions. As a result of the federal statutory scheme related to aircraft, and in particular the existence of both the federal aircraft registry and international registry for the filing of security interests against aircraft, the doctrine of preemption dictates that perfection of the security interest is governed by Federal Aviation Administration Authorization Act and the Cape Town Convention rather than Article 9 of the Uniform Commercial Code. Accordingly, the secured lender must have an understanding of the interplay of federal and state law related to the perfection of security interests and the mechanics of filing such a lien under the Federal Aviation Administration Authorization Act. 

  

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Employment_Labor_LawEmployment/Labor Law

 

Some Key Differences in Employment and Labo(u)r Law between Canada and the United States (Canada)

 

This article explores some general differences between the employment and labo(u)r law system in Canada, and in particular the province of Québec, and the labor and employment law system as it exists in the United States of America.

  

 

Energy_and_Natural_Resources_LawEnergy and Natural Resources Law

 

New Regulation under U.S. Cybersecurity Executive Order (USA - Georgia)

 

On February 12, 2013, President Obama issued an Executive Order addressing the growing cyber threat to the United States' "critical infrastructure." The energy industry should pay attention, both for regulatory compliance purposes and also as a matter of sound business practice, in the face of the increasing security threat posed by cyber attacks.

  

 

Finance_BankingFinance & Banking

 

First Reported Interest Rate Swap Mis-Selling Claim Crumbles (England)

 

This article considers the first reported English case on the mis-selling of an interest rate hedging product. The case provides a useful indication of the obstacles claimants in these cases will have to overcome.

  

 

Information_TechnologyInformation Technology Law

 

What European Data Protection Regulators Want to See in Your Cloud Computing Contracts (England)

 

This article discusses the recent rise of cloud computing, and the subsequent developments in its regulation. Focussing on both the Article 29 Working Party's Opinion 05/2012 on Cloud Computing, and the subsequent Guidance published by the UK's Information Commissioner's Office, this article considers the practical impact on both the customer and the supplier. 

  

  
Intellectual_PropertyIntellectual Property Law

 

A New Design Patent International Filing Treaty (USA - Georgia)

 

This article discusses the Patent Law Treaties Implementation Act of 2012, signed into law by President Obama in December 2012, which implemented the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs ("the Hague Agreement"). The Hague Agreement is an international registration system that offers the possibility of obtaining protection for industrial designs in a number of countries and/or intergovernmental organizations by means of a single international application filed with the International Bureau of the World Intellectual Property Organization (WIPO). The Hague Agreement will likely not go into effect for one year and will apply only to design patent applications filed after the effective date

  

 

Galaxy Wars: Samsung Strikes Back

Samsung Electronics (UK) LTD V. Apple Inc. (England)

 

This article discusses a recent case, heard in both the High Court and the Court of Appeal, against the backdrop of the pervasive European design community. The widely publicised case involved a dispute between Apple, designer of consumer electronics and computer software, and Samsung, the South Korean conglomerate, over their respective designs of computer tablets.

  

  
LitigationLitigation (Civil/Business & Commercial)

 

Substantively Procedural: Delineating Boundaries in Cross-Border Litigation (England)

 

This article considers a recent English High Court decision regarding the interaction of substantive and procedural law in cross-border litigation conducted in the English court.

 

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The Direct Action in Construction Contracts under Spanish Civil Law 

(Spain)

 

Spanish laws protect subcontractors and suppliers of materials, who have taken part in a construction project, but are unable to receive payment from the main contractor or builder. Using this legal remedy has recently become widespread, and proving useful in certain circumstances.

 

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Privacy_Use_of_Personal_InformationPrivacy/Use of Personal Information

 

Personal Data Protection in Ukraine: Important Legislative Changes (Ukraine)

 

In this interview for Nymity, legal experts provide insight into some key legislative changes to the Personal Data Protection regulations in Ukraine, including new rights and obligations for data controllers and cross-border transfer requirements.

 

Real_PropertyReal Property

 

10 Plus 1 Questions about Condominium Rights in Aruba  (Aruba)

 

White sands, blue waters, umbrella drinks and ....... then you decide to buy a condo in Aruba. Here are 10 plus 1 things you need to know.

 

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TaxationTaxation

 

The New Turkish Incentive System (Turkey)

 

The new Turkish investment incentive system presents important incentives for foreign investors both at the investment stage and during the actual operation process i.e. Value Added Tax, Customs Tax and social security contributions. It is essential to understand the framework of the new investment incentive system in order to achieve maximum benefit.

 

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The 2012 Tax Litigation Year in Review: Important Events (USA - Georgia)

 

The year 2012 was quite an interesting one for tax controversy. As we settle into a new year, we take a look back at some of the important tax items that made news in 2012 and that may have continuing importance in the foreseeable future.

 

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The Cliff-Hanger (Chapter One) is Over: Highlights of the American Taxpayer Relief Act of 2012 (USA - Georgia)

 

 

On January 2, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, effective as of January 1, 2013. In general, the Act made permanent for most taxpayers the tax rate cuts first enacted under President Bush in 2001 and 2003, and extended certain expiring temporary individual and business tax cuts through 2013. This article highlights some of the significant provisions of the Act.  

 

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Overtaxing Payments Directed to Tax Havens: A Viable Solution for Attaining Tax Transparency? (Romania)

 

Starting February 2013, a 50% withholding tax is applicable on income earned by non-residents in Romania, in case the payment is directed to a tax haven. The measure seems to address the increased concern expressed at EU level on the erosion of tax base and profit shifting through tax avoidance and evasion. However, engaging into an incisive rather than moderate approach should be paid careful consideration, due to the potential unbalanced negative effects.

 

 

The Other Side of the "Fiscal Cliff": A Review of the "American Taxpayer Relief Act of 2012" (USA - Alabama)

 

This article summarizes the provisions of the "American Taxpayer Relief Act of 2012" and its impact on American taxpayers.