July 13, 2012
On June 22nd 2012, the Supreme Court of Canada rendered an interesting judgement in a case involving the interpretation of the Quebec Automobile Insurance Act (Ville de Westmount c. Rossy et al, 2012 CSC 30).
The action itself, initiated by the heirs of Gabriel Antony Rossy, was the result of an extraordinary and sad set of circumstances that led to the death of the driver of an automobile. In August 2006, Mr. Rossy was driving his automobile on a street in the City of Westmount.
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July 12, 2012
During recessionary times, one might ask a question: Is it possible to combine profit with business ethics and still earn money? When even those too big to fail can feel threatened and weakened by the contemporary state of the global economy, one should direct him or herself towards a way of doing business that respects higher moral values. Halal project finance can be seen as such an example.
Halal project finance is a project finance that is compliant with Shari’ah principles. In terms of project finance in general, one can say that it is one of the most popular modes of financing/investment. For example, Public Private Partnership (PPP) financing is where a state is involved and where the purpose of such financing comes down to providing the society with a public infrastructure facility like a bridge or a hospital. In conventional project finance (that is not the halal one), the main part of business is profiting from the investment itself and transferring risk. It means that the project itself should possess the ability to repay itself and also to divide the risk among the parties involved. More…
July 11, 2012
Addressing an argument frequently encountered in restrictive covenant litigation, an Illinois Appellate Court recently reiterated that only a material breach of a contract containing a restrictive covenant will relieve the other party of its contractual obligation to abide by the restrictive covenant.
In the case InsureOne Indep. Ins. Agency v. Hallberg, the plaintiffs purchased assets of several insurance companies owned or controlled by James Hallberg, and subsequently hired Hallberg to become the company’s new president. Hallberg’s employment agreement – as well as the Asset Purchase Agreement (APA) that governed the original sale of assets – contained noncompetition and nonsolicitation clauses. The APA also contained details for computation and payment of the contingent purchase price, which was a portion of the overall purchase price based on renewal business from Hallberg’s former entities.
July 10, 2012
On July 8, 2012, Massachusetts Governor Deval Patrick signed into law the fiscal year 2013 state budget (“State Budget”), which included amendments to the Massachusetts pharmaceutical and medical device code of conduct law, Mass. Gen. Law. ch. 111N and 105 Mass. Code Regs. 970.000. The amendments will allow pharmaceutical and medical device manufacturers to, among other things, provide restaurant meals to health care professionals during certain educational programs. The original statute required that all meals provided to health care professionals by pharmaceutical and medical device manufacturers be limited to the hospital or office setting. For an overview of the Massachusetts Pharmaceutical and Medical Device Manufacturer Code of Conduct and the Massachusetts Department of Public Health (“DPH”) implementing regulations, see the Epstein Becker Green Client Alerts available athttp://www.ebglaw.com/showclientalert.aspx?Show=8935 and http://www.ebglaw.com/showclientalert.aspx?Show=9522.
July 10, 2012
While I may be stating the obvious, hospitals and health systems are complex creatures that frequently drive local economies, culture and population health status (among other things). Accordingly, when considering a potential change of control transaction, it is critical that you examine what drives your organization and what [in the community] your organization drives. In particular, the latter is frequently overlooked in these circumstances.
What Drives Your Organization (Your Mission)
So, how do you begin to identify your organization’s priorities? I recommend starting with the low hanging fruit—the hospital’s mission. It is critical in the early stages of a potential transaction to consider your organization’s mission, how that mission relates to your current operations and if that mission is capable of evolving. For instance, if your hospital’s focus for the last 50 years has related to teaching and research, then partnering with an organization that will continue to enhance and invest in these pursuits may be a key priority. Likewise, if charity care and serving the indigent population has been the hospital’s mission historically, you will want to ensure charity care is high on your list and considered when your board evaluates a potential transaction partner. These are the points on which you will be less likely to compromise as the deal progresses.
July 10, 2012
A significant yet little-noticed trend is underway. And its effects could be far-reaching. A growing number of states are enacting so-called telehealth parity statutes. These laws generally require health insurers to pay for services provided via telehealth the same way they would for services provided in-person. Almost a third of all states have enacted these statutes, and I predict more states will be jumping on the bandwagon. Telehealth is indeed going mainstream.
July 10, 2012
by Allen B. Roberts, Frank C. Morris, Jr., Stuart M. Gerson, and Michael J. Slocum
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) extended Sarbanes-Oxley’s whistleblower protection provision beyond employees of publicly-traded companies to reach the employees of their privately-held subsidiaries as well. Reasoning that this extension was “a clarification of Congress’s intent with respect to the Sarbanes-Oxley whistleblower provision,” a federal court held that the extension applies retroactively to cover whistleblowers whose claims arise from events predating the Dodd-Frank amendments. Leshinsky v. Telvent GIT, S.A., No. 10-4511, (S.D.N.Y. July 9, 2012).
July 10, 2012
On 6 July 2012, the Commonwealth Assistant Treasurer referred updated draft legislation establishing the Australian Charities and Not-for-profits Commission (ACNC) Bills and its Explanatory Materials to the House of Representatives Standing Committee on Economics to enable an enquiry to take place.
The revised draft legislation contains a number of updates following earlier public consultations on the previous exposure draft. The ACNC is planned to commence its operation on 1 October 2012.
A few of the key requirements and implications affecting charities and not-for-profits are listed below. More…