The recent case of Chartbrook and Another v Persimmon Homes
Ltd and Others [2009] saw the House of Lords reaffirming the
long-established position that under English law, anything said or
done in the course of negotiating a contract is inadmissible as
evidence of what the contract was intended to mean.
This is reflected in the boilerplate "entire
agreement" clause present in most commercial contracts, an
example of which is below.
"This Agreement represents the entire agreement between
the parties and supersedes all prior agreements or representations
relating to the subject matter of this Agreement.
The parties acknowledge that in entering into this
agreement, they do not rely on any statement or representation made
by the other which is not expressly set out in this
Agreement."
The law developed in this way in order to promote certainty and
reduce...
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The importance of corporate ethics and compliance programs has been emphasized by U.S. law enforcement authorities since the early 1990s, when the U.S. Sentencing Commission first issued Guidelines offering credit in the form of reduced penalties to companies that work diligently to prevent misconduct.
Whether an executed term sheet detailing the terms of a loan represents a binding agreement to lend or merely an unenforceable "agreement to agree" was the subject of an important ruling handed down by the Appellate Division of the New York State Supreme Court in February 2010.
The recent Eastern Caribbean Court of Appeal decision in Trade and Commerce Bank v. Island Point Properties S.A. has important implications for insolvency law within the British Virgin Islands, as well as for other jurisdictions which share a similar statutory framework to the BVI’s Insolvency Act 2003 (the "Act").
The purpose of this article is to explain the obligations imposed on directors and other persons to disclose certain interests or rights in shares and debentures of companies incorporated in Ireland, whether to the company itself, the Takeover Panel or the Irish Stock Exchange.
In a case of first impression, a federal district court has endorsed the SEC’s interpretation of the clawback provision (Section 304) of the Sarbanes-Oxley Act (SOX) and held that the SEC can seek to clawback incentive-based compensation awarded to the CEO or CFO of a public company that restates its financial statements even when that CEO or CFO is not alleged to be involved in any misconduct associated with the restatement.
This type of business entity is the least regulated and is subject to the least number of formalities in terms of Maltese law. The sole requirement to commence operation is to obtain a trading licence and one may commence operation immediately.
On 24 August the SEC adopted rule changes that will provide public company shareholders with the ability to include in their company's proxy materials their own nominees for election to the company's board of directors.
The rapid downturn in the economy means company directors are faced with new challenges, possibly on a greater scale and more complex than ever before.
On August 25, 2010, the SEC adopted final proxy access rules, giving qualified shareholders or groups of shareholders the right to require most publicly traded U.S. companies to include certain director candidates that those shareholders have nominated in the companies' annual meeting proxy materials.
