Monthly Archives: December 2013

Reminder About the Importance of Using Your Company’s Full Legal Name

By Rachelle Mezzarobba

A relatively recent case out of the Provincial Court of Saskatchewan serves as a good reminder as to why all companies must indicate their corporate status in all communications, contracts and other documents. In Vallis v. Prairie Alternative Energy Solutions Ltd., , 2013 SKPC 124 , Mr. Karras, the sole director, officer and shareholder of the company defendant was found to be personally liable because he did not represent his business as having been incorporated.

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Buying a Business? Considerations for Preventing Post-Closing Competition and Protecting the Goodwill of the Acquired Business

By Pratibha Sharma

Following the sale of a business, it is fairly common for the seller to remain involved in the business as an employee or contractor for a period of time in order to assist the buyer with a smooth transition of the business operations. At the same time, most buyers naturally want the seller to refrain from starting or being involved in another business that competes with the business the buyer has just acquired, and to refrain from soliciting the employees and customers of the business the buyer now owns. As such, post-closing restrictive covenants (non-competition and non-solicitation) are commonly negotiated as part of commercial transactions. Buyers and sellers should be aware that, from an enforceability perspective, it is important to distinguish between restrictive covenants that are negotiated as part of the purchase and sale agreement and those that are negotiated as part of an employment contract.

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ILN Today Post

Disclaimer of leases following Willmott Forests – the picture remains incomplete

Today the High Court of Australia handed down a decision which confirms a liquidator has the green light to disclaim leasehold interests in land (Willmott Growers Group Inc v Willmott Forests Limited (receivers and managers appointed)(in liquidation)).

Due to the way in which the case came before the Courts, the High Court did not consider the application of s568B of the Corporations Act 2001 (Cth) (Act).

This section allows tenants to challenge in Court the liquidator’s disclaimer. More…

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ILN Today Post

Evolution before revolution: amendments to the Queensland Building and Construction Commission Act 1991

The Queensland Building Services Authority Act 1991 (the QBSA) is no more. The new version of the Act, which came into force on 1 December 2013, is now called the Queensland Building and Construction Commission Act 1991 (the QBCC).  More…

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ILN Today Post

PAMDA changes revealed

An end to what one Queensland judge has described as the magic spells in the “PAMDA book of incantations” is a step closer with the introduction into Queensland Parliament of the Property Occupations Bill 2013 (POB).  With the key objectives of cutting red tape and improving the operation of the legislation, this will be welcome news for all players in the property industry.  More…

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ILN Today Post

Back on the beat – Government moves to re-establish the Australian Building and Construction Commission

The Federal Government has recently introduced the Building and Construction Industry (Improving Productivity) Bill 2013 (Bill) to re-establish the Australian Building and Construction Commission (ABCC), the regulator for the building and construction industry.  The Bill proposes to provide an improved workplace relations framework for the benefit of building industry participants and the Australian economy.

Given that the new Senate will not commence until July 2014, and the balance of power will be held by the Australian Labor Party and the Greens until that time, it is likely that the Bill will not be passed and implemented until some time after 1 July 2014. More…

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ILN Today Post

Legal Validity of Restrictions on Transfer of Shares of Public Companies

In terms of Sections 2(68) and 2(71) of the Companies Act, 2013 (“CA13”), a public company is defined as a company which inter alia, does not restrict the right to transfer its shares. These provisions of the CA13 have already been notified and have come into force in supersession of the corresponding provisions of the Companies Act, 1956.

Further, as stipulated under Section 58(2) of the CA13, the shares of a public company are freely transferrable. However, the proviso to Section 58(2) further states that “any contract or arrangement between two or more persons in respect of transfer of securities shall be enforceable as a contract”.

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ILN Today Post

Merger Control 2014 now available online – Peltonen LMR contributed the Finland chapter

The International Comparative Legal Guide to: Merger Control 2014 is a practical cross-border insight into merger control published by Global Legal Group (GLG).

The Finland chapter of the newly published book was contributed by Peltonen LMR Attorneys Ltd.

Please find below links to the book and further information on the Finnish authors, Partner Ilkka Leppihalme and Senior Associate Matti J. Huhtamäki of Peltonen LMR.

Download The International Comparative Legal Guide to: Merger Control 2014, Finland chapter

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Rimeligere å tinglyse fra 1. januar 2014

I forslag til statsbudsjett har regjeringen foreslått å endre tinglysingsgebyret for fast eiendom fra 1060 kroner til 525 kroner.

Forslaget er ventet vedtatt av Stortinget i desember, og gjelder fra 1. januar 2014.

Les mer om dette her

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Pre-emption Under The California Uniform Trade Secrets Act

Co-authored by Ted A. Gehring.

There are three important holdings from the recent California Court of Appeal opinion in Angelica Textile Services, Inc. v. Park, 220 Cal. App. 4th 495 (2013).

First, while the California Uniform Trade Secrets Act (“CUTSA”) preempts tort claims based upon the same nucleus of operative facts as a claim for misappropriation of trade secrets, it does not preempt contract causes of action, even when based on the alleged misappropriation of trade secrets.

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