Legal Updates

Ed Patricoff cautions clients conducting business with Mexico due to increasing regulation, money laundering and narcotic trafficking investigations

In a recent Focus: Latin America article, “Mexico Grows Amid Headwinds,” international litigator Harold “Ed” Patricoff cautions clients to “be very careful who you’re doing business with” when dealing in Mexico.

Ed describes instances where assets have been blocked and subject to seizure and forfeiture actions due to doing business with individuals who were being investigated. He also cautioned Mexican and U.S. financial institutions, as they are facing more money-laundering and narcotics trafficking investigations.

In light of the drug war and high regulatory environment in the country, said Ed, conducting the necessary due diligence is important.

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Real Estate Leasing Transactions

For any company, the first step in the process of seeking office premises is selecting a real estate broker. While the process of choosing a real estate broker is highly subjective, often based on preexisting relationships, the real estate broker selected should be licensed in the jurisdiction in which the property is located, and should ideally come with recommendations.

For companies that will be leasing premises in several locations throughout the United States, and even outside of the United States, it is often helpful to hire one of the larger real estate brokerage companies to handle multiple locations, as they can provide more extensive and comprehensive brokerage services covering most if not all of a company’s real estate needs.

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Update on Crowdfunding in Canada

Recently Ontario joined regulators in Manitoba, Saskatchewan, Quebec, New Brunswick and Nova Scotia (the “Participating Jurisdictions”) in adopting a new crowdfunding regime which introduces a crowdfunding prospectus exemption for issuers as well as a registration framework for funding portals. “Crowdfunding” is an umbrella term used to capture many forms of capital and fund raising through many investors using an online platform, such as Kickstarter, Indiegogo and Crowdfunder. The new rules are set out in Multilateral Instrument 45-108 — Crowdfunding (“MI 45-108”) and are aimed at facilitating capital raising for start-ups, small and medium-sized enterprises. The MI 45-108 crowdfunding regime is intended to coexist and build on the existing startup crowdfunding exemptions (the “Startup Crowdfunding Exemptions”) adopted in Manitoba, Saskatchewan, Québec, New Brunswick and Nova Scotia in May 2015 (described in further detail in our earlier newsletter).

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Starting December 8, 2015, Consider Rights Offerings for Finance

On December 8, 2015, amendments to rights offering rules finally make rights offerings a viable financing option for Canadian reporting issuers. Gone are the prospectus-like disclosure documents and long reviews by the Securities Commissions. Rights offerings will be simpler and quicker, including:

  • a new rights offering circular in a question and answer format that is intended to be easier for issuers to prepare and more straightforward for investors to understand – it must be filed but not sent to security holders; the Rights Offering Circular Form is Form 45-106F15;
  • a new notice that reporting issuers must file on SEDAR and send to security holders informing them about how to access the rights offering circular electronically – the Rights Offering Notice Form is Form 45-106F14; and
  • a dilution limit of 100% of share capital, up substantially from the current 25%.
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Recent Telehealth Survey: Providers Are Catching On

EHRA recent survey conducted by the Robert Graham Center, the American Academy of Family Physicians, and Anthem caught my attention. The survey was conducted to gauge the attitudes of primary care physicians regarding telehealth.  And the results make for interesting reading— providing great insight into how certain providers view and use telehealth. What struck me most is that while great progress has been made in the rate of telehealth adoption among providers, we still have a way to go. According to the survey report, state legal and regulatory issues, reimbursement, and provider training and education continue to be serious barriers to wider adoption of telehealth.  And until the landscape evolves to address these barriers, telehealth adoption is likely to stagnate despite the great promise of telehealth holds as a tool to improve quality and access.

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Social Media: How to Maximise Consumer Engagement without Breaching the Law

When it comes to Facebook, Twitter and Instagram, companies need to manage consumer interactions carefully to contain legal risk.

We explored the issues at our seminar in Melbourne last week on Social Media: How to Maximise Consumer Engagement without Breaching the Law.  The seminar was attended by more than 110 people from a range of industries including FMCG, property management, sports, and advertising and marketing.

Below is a summary of key points from each of the presenters at the seminar.  If you missed it, we will also be presenting the seminar in Sydney on 30 November 2015 – let us know if you’d like to attend.

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OSHA Fines Are on the Rise: Extended Interview from Employment Law This Week

As our regular readers know, I was recently interviewed on our firm’s new video program, Employment Law This Week.  The show has now released “bonus footage” from that episode – see below!

In the interview, I elaborate on my recent post, “Employers Beware: OSHA Fines Are on the Rise for the First Time in Twenty-Five Years.”

Thanks for watching – I’d love to know if you have any questions. (And what you think about these videos!) 

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The U.S. Department of Justice Does Business No Favors By Significantly Delaying Website Accessibility Regulations Until 2018

Joshua A. Stein

Frustrating news has emerged from Washington D.C. as the recently-published federal government’s Fall Semiannual Regulatory Agenda revealed that the long-anticipated U.S. Department of Justice’s (“DOJ”) Notice of Proposed Rulemaking (“NPRM”) for regulations governing website accessibility for places of public accommodation under Title III of the Americans with Disabilities Act (“Title III”) would not be issued in the Spring of 2016 as most recently anticipated and would instead be delayed until fiscal year 2018.  DOJ now intends to issue a NPRM governing website accessibility for state and local governments under Title II of the ADA in early 2016 and then hopes that that process will create the necessary infrastructure to develop and promulgate similar regulations for entities governed by Title III

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Whistleblower Case Withdrawn from High Court Review – Employment Law This Week

Employment Law This Week – Epstein Becker Green’s new video program – features an interview with attorney John Fullerton, a founding contributor to this blog.

Mr. Fullerton discusses the lack of clarity on what constitutes a whistleblower. Marketing firm Neo@Ogilvy has decided not to appeal to the U.S. Supreme Court in a case that would have tested the definition of a whistleblower under the Dodd-Frank Act. At issue is whether an employee can be eligible for anti-retaliation protection under the Dodd-Frank Act even if he or she does not provide information of corporate wrongdoing directly to the SEC. The U.S. Court of Appeals for the Fifth Circuit says “no,” but the Second Circuit disagrees.

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Ontario Courts Refuse to Stay Action Against Nigerian Defendants

The Court of Appeal for Ontario released its decision in James Bay Resources Limited v. Mak Mera Nigeria Limited, 2015 ONCA 781  this week.  This is an appeal by Nigerian appellants who had lost a motion to stay an action brought by James Bay Resources Limited (“James Bay Resources”) on the ground that the Ontario courts lacked “jurisdiction simpliciter” and Ontario was not the convenient forum for the determination of the dispute between the parties. 
James Bay Resources entered into a Memorandum of Understanding (“MOU”) with the appellant, Adewale Olorunsola (“Sola”) on March 3, 2011.  The MOU was negotiated and signed in Ontario.  It set out an arrangement between the parties with respect to the acquisition of Nigerian oil and gas assets. 
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