Monthly Archives: June 2014

Continuance under the new Canada Not-for-Profit Corporations Act

If you manage a federal not-for-profit corporation, be sure to have applied for a continuance under the new Act. Otherwise, on Friday, October 17, 2014, the corporation could disappear!

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Is a director personally liable for debts incurred when the company is in financial difficulties?

It is a well-established legal principle that a company and its shareholders and directors are separate entities, with separate liabilities. However, especially with small businesses, the actions and decisions of the company are essentially those of the shareholders and directors. Should they be personally liable when making possibly imprudent decisions?

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ILN Firm of the Month – Miller Samuel LLP, Glasgow!

We’re thrilled to announce this month’s firm of the month, our longstanding member, Miller Samuel LLP of Glasgow, Scotland!

 Member of the International Lawyers Network

 

The ILN is proud to announce our latest “Firm of the Month” – Miller Samuel LLP of Glasgow, Scotland!

The firm was established in 1973 with the aim of providing high quality, fast and comprehensive legal service to commercial clients at competitive rates and in a straightforward practical manner. The firm is departmentalized: the Commercial Department acts mainly in property related matters and has notable expertise in property development, investment and leasing; the Litigation Department acts in all commercial matters including insurance, personal injury, environmental, landlord and tenant litigation and employment law. It also handles debt recovery and family law matters. Private client services include advice on the administration of estates, tax planning, charities and wills and the purchase and sale of residential property.

The firm acts for a wide range of companies and organizations within its principal areas of work, including nationally and internationally known public companies, listed property companies, retailers, insurance companies and various private companies and individuals.

 

Full descriptions of Miller Samuel’s  services, expertise, and lawyer profiles are available on their ILN profile.

 

Lindsay Griffiths
Director of Global Relationship Management
International Lawyers Network

Lindsay Griffiths

Learn More
 

Main Contacts:

Michael Samuel

Michael Samuel

Email: pms@millersamuel.co.uk
Telephone: +44 (141) 227 6018

Practice Groups:
Private client, Residential property

Marie Macdonald

Marie Macdonald

Emailmem@millersamuel.co.uk
Telephone: +44 (141) 227 6032

Practice Groups:
Employment

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Alan Griffiths

Miller Samuel is one of the firms that truly embodies the ILN’s motto ‘Where Lawyers Become Friends.’

Alan Griffiths
Executive Director
International Lawyers Network

+001.201.594.9985

www.ilntoday.com

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ILN Today Post

A guide to compulsory acquisition in the absence of a takeover bid

In brief 

This article outlines how shareholders can access the benefits of full ownership of a company by compulsorily acquiring minority shareholdings.

Introduction

A person with a full beneficial interest in 90% of a class of securities in a company can compulsorily acquire the remaining securities in that class, in the absence of a takeover bid, under Part 6A.2 of the Corporations Act 2001 (Cth) (the Act). More…

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ILN Today Post

HOWARD & HOWARD CONGRATULATES OUR SEVEN ATTORNEYS NAMED TO MOUNTAIN STATES SUPER LAWYERS AND RISING STARS 2014

Royal Oak, Michigan, June 13, 2014:  Seven of Howard & Howard’s attorneys were recently named to the 2014 Mountain States Super Lawyers and Rising Stars lists

The selections for this esteemed list are made by the research team at Super Lawyers, which is a service of the Thomson Reuters, Legal division based in Eagan, MN.  Each year, the research team at Super Lawyers undertakes a rigorous multi-phase selection process that includes a statewide survey of lawyers, independent evaluation of candidates by the attorney-led research staff, a peer review of candidates by practice area, and a good-standing and disciplinary check. Mountain States Super Lawyers covers the states of Nevada, Utah, Montana, Idaho and Wyoming. Only five percent of the lawyers in each of these states are named to Super LawyersMore…

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Energy/Environmental Alert: Speak now: EPA opens comment period on proposed rule to limit carbon emissions of power plants

The issuance by the US EPA of the proposed rule for existing power plants under Section 111(d) of the Clean Air Act arrived after much input from stakeholders, speculation as to its likely content, and a host of issues for which US EPA now seeks comment prior to issuing a final rule in June 2015. The much anticipated rule, which is part of President Obama’s Clean Power Plan, is a state-based approach to meet carbon reductions of 30 percent by 2030. Under the proposed rule, each state is required to include in its state implementation plan (SIP) measures to ensure that it will comply with the federal limits established by this rule. In the event a state does not do so, the US EPA can utilize a Federal Implementation Plan (FIP) to ensure compliance.

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A Mere Peppercorn Can Constitute Consideration? Not always.

Most lawyers learn during their first year in law school that courts won’t inquire into the adequacy of consideration for a contract and that, as a result, a “mere peppercorn” can constitute consideration. It’s important to remember, though, that in many states, restrictive covenants are an exception to that rule.

The recent decision in the Pennsylvania Superior Court case of Socko v. Mid-Atlantic Systems of CPA, Inc. (2014 PA Super 103) illustrates this principle. The case involved a salesman in the basement waterproofing industry. He signed a noncompete agreement during his at-will employment. Continued at-will employment doesn’t constitute consideration for a noncompete signed under those circumstances under Pennsylvania law. However, the company argued that there was sufficient consideration for the salesman’s non-compete because: a) the Pennsylvania Uniform Written Obligations Act, 33 P.S. 6, provides that “[a] written…promise…shall not be invalid or unenforceable for lack of consideration, if the writing also contains an additional express statement…that the signer intends to be legally bound”; and b) the salesman’s noncompete stated that the parties “intend[ed] to be bound” by its terms.

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A Mere Peppercorn Can Constitute Consideration? Not always.

Most lawyers learn during their first year in law school that courts won’t inquire into the adequacy of consideration for a contract and that, as a result, a “mere peppercorn” can constitute consideration. It’s important to remember, though, that in many states, restrictive covenants are an exception to that rule.

The recent decision in the Pennsylvania Superior Court case of Socko v. Mid-Atlantic Systems of CPA, Inc. (2014 PA Super 103) illustrates this principle. The case involved a salesman in the basement waterproofing industry. He signed a noncompete agreement during his at-will employment. Continued at-will employment doesn’t constitute consideration for a noncompete signed under those circumstances under Pennsylvania law. However, the company argued that there was sufficient consideration for the salesman’s non-compete because: a) the Pennsylvania Uniform Written Obligations Act, 33 P.S. 6, provides that “[a] written…promise…shall not be invalid or unenforceable for lack of consideration, if the writing also contains an additional express statement…that the signer intends to be legally bound”; and b) the salesman’s noncompete stated that the parties “intend[ed] to be bound” by its terms.

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Estate Planning Alert: Supreme Court unanimously holds inherited IRAs are NOT protected in bankruptcy

The Supreme Court in a unanimous decision ruled on June 12, 2014, that inherited IRAs are subject to creditors and are not protected in bankruptcy. The ruling brings clarity to an issue – whether or not inherited IRAs are protected – that had been split among the circuit courts.

The ruling does not mean that with proper planning, an inherited IRA cannot be protected from creditors. It just takes a little foresight in the planning.

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Government Strategies Advisory: This Week in Washington — June 13, 2014

On Tuesday night, House Majority Leader Eric Cantor (R-VA) lost his primary to an unknown and underfunded economics professor. Cantor’s loss was equivalent to a political earthquake in D.C.

On Wednesday, Cantor announced he would resign his leadership position and the jockeying to move up or into leadership began in earnest. Rep. Jeb Hensarling (R-TX) and Rep. Pete Sessions (R-TX) both said they were considering a run to replace Cantor, but both announced on Thursday they would not run. House Majority Whip Kevin McCarthy (R-CA), the number three ranking Republican in the House, is considered the prohibitive favorite. House Republicans will vote next Thursday to fill the vacant leadership positions.

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