Cross-Border O&G Deals and Alternative Financing Structures

Size: px
Start display at page:

Download "Cross-Border O&G Deals and Alternative Financing Structures"

Transcription

1 Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. Cross-Border O&G Deals and Alternative Financing Structures Mona Dajani Chicago Heath Trisdale Houston Jonathan Newton Houston 1

2 Managing Cross Border Oil and Gas Deals Heath Trisdale, Houston Jonathan Newton, Houston 2013 Baker & McKenzie International Planning for the Transaction What sparked the transaction? What are the key strategic goals? Where is the transaction? Does it involve one or more countries? What is the materiality of each? Any language issues? What is the scope of the proposed transaction? Entire entity? Business operation? Specific oil and gas assets or properties only? How is the sale conducted? Privately negotiated? Auction? Any merger control requirements or red flag compliance issues? 2013 Baker & McKenzie International 4 2

3 Planning for the Transaction (cont.) How will the purchase price be funded? Internal funds? Stock? Borrowing from third parties (any timing constraints?) Mix thereof? Will the source of funding impact the structure? Any timing issues? Will local laws require registration or disclosure of source of funds? 2013 Baker & McKenzie International 5 Planning for the Transaction (cont.) Who will be the transaction team? Internal Who will lead from the business and legal sides? Are there sufficient resources, coverage, skill sets, etc.? External Accountants (including forensic) Attorneys one law firm or many Investment bankers Third party investigators or similar resources Schedule an organizational meeting of the team and establish roles and responsibilities for the team members 2013 Baker & McKenzie International 6 3

4 Planning for the Transaction (cont.) Consider the costs of doing the deal Learn about the seller/buyer Consider how the acquired company will be integrated Agree on due diligence approach Consider time zone challenges in terms of due diligence, meetings, disclosures and information exchange Structuring / tax issues Consider confidentiality considerations Internal External 2013 Baker & McKenzie International 7 Timing of Transaction How long will it take to: Plan and agree upon the team members, the scope of their work and the responsibility timelines for the team? Conduct due diligence of target? Respond to due diligence requests by financing source, if any? Satisfy regulatory requirements/filings, e.g., HSR, etc.? Obtain required third party consents? Other closing conditions, e.g., board/shareholder approval, etc.? Negotiate the transaction documents? Close the deal? 2013 Baker & McKenzie International 8 4

5 Letter of Intent/Term Sheet Why use a preliminary agreement? How will a preliminary agreement impact timing? Should the preliminary agreement be binding or non-binding? What is the effect of local law on non-binding provisions? Consider express and implied duties Consider non-competition / non-solicitation obligations and restrictions Deal protection Should you ask for and obtain exclusivity / no-shop protection? Why you should ask for breakup fees? How do you respond to requests for reverse breakup fees? What are the public disclosure obligations? Will any regulatory filings be required? Remember to address confidentiality provisions if there is not a separate confidentiality agreement 2013 Baker & McKenzie International 9 Structure of the Transaction How will the acquisition be structured? Equity interests Asset acquisition Merger, if available under applicable law What is the appropriate acquisition vehicle? US or local? Holding or intermediate company for liability, tax or other reasons? Consider limitations on liability of equity owners in the possible jurisdictions What is the appropriate capitalization? How does this impact post-acquisition integration? Consider the tax and accounting issues regarding 2013 Baker & McKenzie International 10 5

6 Structure of the Transaction (cont.) How will the documents address: Risk allocation? Representations and warranties Purchase price installment payments and holdbacks Working capital / debt adjustments Indemnification Escrows Funding of purchase price? Covenants pending and conditions to close? How do I hold target to the deal but give myself a way out? Governing law? Dispute resolution (litigation vs arbitration)? 2013 Baker & McKenzie International 11 Due Diligence Discuss and establish the scope with target Legal vs Business Benefits Financial Litigation Regulatory Environmental Real Estate/Property IP Compliance Other Consider materiality thresholds How will the information be provided? Agree upon place for, or mode of, production or delivery, e.g., virtual data room, etc Baker & McKenzie International 12 6

7 Due Diligence (cont.) Be prepared to negotiate Scope of target responses Timing of responses Distribution of responses Consider inevitable objections from target Privilege Burden Cost 2013 Baker & McKenzie International 13 Due Diligence (cont.) Continue to refine the budget for costs as you go Continue to refine scope of the requests and consider need for supplemental requests Who is the manager and will keep track? Managing local teams Define the final product to be generated by the results of the diligence Responsibilities for preparation Interim reports Form of final report Use by third parties Consider public sources 2013 Baker & McKenzie International 14 7

8 Dispute Resolution Choice of Law Consider impact on documents Risk allocation Good faith Enforceability Will the choice be enforceable? Forum Selection Are the local courts fair and efficient? What can you do to find out? What arbitration forums are available? How do you conduct diligence on the available forums? Is mediation an alternative? For any options, will your choice of dispute resolution mechanism, forum and procedure be enforceable? 2013 Baker & McKenzie International 15 Other FCPA and Related Considerations Global Equity Issues 2013 Baker & McKenzie International 16 8

9 Alternative Financing Structures: MLPs and Yieldcos Mona Dajani Chicago Typical MLP Structure 18 9

10 Simplified Yieldco Structure Public Control of YieldCo (no economic interest) Sponsor 25% of OpCo economics (net of YieldCo taxes) Cash (after tax) YieldCo Cash and allocations 75% of OpCo economics (exchangeable for YieldCo equity)* Could include MLP subordinated unit and IDR features, which would vary the 25%/75% sharing Control of OpCo + 25% of OpCo economics* OpCo Business assets 19 * Assumes YieldCo acquires a 25% economic interest in OpCo and Sponsor retains a 75% economic interest in OpCo High Level Comparison MLP vs. YieldCo vs. C Corp. MLP YieldCo Traditional C Corp Distribution policy Makes quarterly cash distribution Makes quarterly cash distribution Amount of dividends paid is typically far more limited Sponsor control Sponsor owns MLP's general partner, giving sponsor control of MLP regardless of percentage of MLP equity owned. No public election of directors if an LP Basic structure Public entity (the MLP) is a state law partnership (or sometimes an LLC) Public owns MLP common units Sponsor owns the MLP's general partner, MLP common and subordinated units and MLP incentive distribution rights 20 If YieldCo is a corporation or an LLC, there is public election of directors, but majority ownership of stock will ensure control of board. If YieldCo is an LP, control is the same as an MLP Public entity (YieldCo) is a state law corporation, partnership or LLC Public owns economic interests in YieldCo Sponsor owns noneconomic voting interests in YieldCo and possibly a general partner or managing member interest YieldCo and Sponsor coown OpCo Public election of directors, but majority ownership of stock will ensure control of boar Public entity is a state law corporation Public owns stock Sponsor owns stock 10

11 High Level Comparison MLP vs. YieldCo vs. C Corp. MLP YieldCo Traditional C Corp Fiduciary Duties Significantly modified by contract Corporation -- Default corporate law duties, though the charter renounces expectations of corporate opportunities Default corporate law duties Requirement for Majority Independent Board Shareholder Approval Required (Under Stock Exchange Rules) to Issue More Than 20% of Outstanding Equity LLC or LP -- Significantly modified by contract No No if a partnership or if a corporation or LLC and YieldCo is a controlled company No if an LP. Yes if an LLC No if an LP. Yes if an LLC a corporation No if YieldCo is a controlled company Yes. 21 Int l Tax Considerations in Connection with Base Erosion Profit Shifting (BEPS) Jurjen Bevers Amsterdam Susan Stone Houston 11

12 Impact of BEPS on the O&G industry Is BEPS a game-changer for the O&G industry?

13 BEPS related unilateral measures in 2014/2015 Below, we have indicated how many action items are followed-up or otherwise addressed by unilateral actions by the listed countries, out of a total of 10. It concerns 10 action items due to the reason that action items 8-10 are recognized as one action item and that action items 11, 14 and 15 are not included in the analysis BEPS related unilateral measures in 2014/2015 (cont d) From a total of 32 countries, including the major part of the G20 countries, 77 actions were taken. The chart below reflects the most popular action items that were addressed unilaterally in Action item 12 Action item 8-10 Action item 7 Action item 3 Action item 5 Action item 1 Action item 6 Action item 13 Action item 4 Action item 2 Total The table below reflects which percentage of the 32 selected countries have taken action unilaterally in 2014 with respect to the action items listed below % 38% 19% 38% 25% 28% 13% 13% 6% 34% 26 13

14 Considerations Increase tax compliance Increase tax uncertainty Change tax ruling practice (more difficult / full disclosure) Sustainability current internal tax policy? Likely to increase tax cash expenditure and effective tax rate (ETR) Revisit tax clauses in third party agreements, esp. gross-up clauses Shift from profits tax to source tax 27 Implications for the O&G industry - Concept of Official Selling Prices (OSP) - General anti-abuse rule in tax treaties - Specific focus on the relationship with Low Income Countries - Ownership of assets versus lease - Head office re-charges methodology and G&A expenses - Increased scrutiny of existing Transfer Pricing Policies - Potential for multilateral instrument and unilateral changes in treaty policy arising from BEPS 28 14

15 Risk Mitigation Post Macondo Brendan Cook Houston Risk Mitigation Post Macondo 15

16 Overview Macondo Litigation Status. Risk Mitigation Programs. Contract Implications. Indemnity and Insurance. 31 Tracking Macondo: Where Are We In 2015? 32 16

17 Developments in Multi-District Litigation MDL 2179 (focus) In re Oil Spill cases. Judge Barbier, Eastern District of Louisiana. High-profile, complex, encompasses majority of litigation issues. MDL 2185 Judge Ellison, Southern District of Texas. Securities class litigation set for trial January 11, Re-pleading of certain claims allowed in ERISA litigation. 33 In re Oil Spill MDL 2179 Claims include wrongful death, personal injury, economic damages, environmental, insurance and indemnity coverage. Three Trial Phases: Phase 1: Liability for Loss of Well Control. Phase 2: Quantification of Oil Spilled and Source Control Efforts. Penalty Phase: Amount of Civil Penalties Owed to the US under the CWA, per rulings in Phases 1 and

18 MSJ (1/26/2012) Indemnity will cover gross negligence. Will not extend to punitive damages. Did not extend to CWA penalties, but did cover OPA. Can Breach of Contract vitiate indemnity? 35 MDL 2179 Phase 1: Liability Findings Feb. 22, 2012: District Court ruling on U.S. gov t MSJ re strict liability under Sec. 311(b)(7)(A) of CWA. BP and Anadarko strictly liable for subsurface discharge. Subsurface discharge from Macondo well rather than Deepwater vessel. 5 th Cir. affirmed District Court finding June 4, Denied rehearing 7-6 on July 21, Petition for cert. to SCOTUS filed April 9,

19 MDL 2179 Phase 1: Liability Findings Sept. 4, 2014: Liability and Fault Allocation Findings. BP, Transocean entities (excluding Transocean Ltd.), Halliburton liable under general maritime law for blowout, explosion, and spill form Macondo. BP s gross negligence, willful misconduct subject to enhanced civil penalties (set at maximum of $4,300/barrel). BP Operator and person in charge for purposes of CWA. U.S. and BP now arguing re merit of interlocutory appeal. 37 MDL 2179 Phase 2: Quantification Findings First conclusive finding re barrels of oil spilled. BP Estimate: 2.45 million barrels. DOJ: 4.1 million barrels. Judge Barbier: 3.19 million barrels. BP not grossly negligent in source control efforts Result: 3.19 M barrels subject to CWA penalty

20 MDL 2179 Phase 3: Penalty Trial commenced January 20, Post trial briefing concluded April 24, Court to determine amount of civil penalties owed under CWA. Application of CWA penalty factors to Phase 1 & 2 findings. Efforts to mitigate, seriousness of violation, degree of culpability involved, extent already penalized, etc. Great discretion given to District Court. 39 Risk Mitigation 40 20

21 What Should An Effective Risk Management Strategy Include? A holistic plan that spans all stages of project development and operation. A balance between technical and human factors. A balance between leading and lagging indicators. Coordinate with third parties. 41 Preventative Maintenance Improve/assure safety. Corporate culture. Hazard awareness training. Technical/regulatory compliance. State of the art training. Improved well control. Aggressive risk management strategy

22 Contractual Implications Contractual Liability Post-Macondo Departure from past regime of knock for knock indemnity The cause or degree of fault matters: limits indemnity. Increased need to expressly state all possible terms so as not leave anything open to interpretation. Indemnity for legal costs, defense costs, and gross negligence must be expressly stated to be valid in the U.S. When drafting indemnity and limited liability clauses, must account for the differences of enforcement in various jurisdictions. Ex: U.S. Circuit split over limited liability clauses

23 Contract Negotiation: Operators v. Contractors Tug of war between operators and contractors. Contractors favoring increasingly specific indemnity provisions that include: Legal fees, defense costs, gross negligence, strict liability--must be expressly stated to be effective. Operators, on the other hand, likely to prefer more general clauses. Legal fees, defense costs, gross negligence not mentioned U.S. court likely to find no indemnity. 45 Contract Negotiation: Operators v. Contractors Now that there is no guarantee of indemnity or limited liability for certain damages (i.e. punitives), more and more likely that contractors will desire increased oversight and control. However, increased involvement in operators may increased exposure to liability. Realization that damages, liabilities (and resulting amount of indemnities) can be enormous may cause smaller operators, such as those in the North Sea, to stick to safer operations

24 Indemnity Basics MSA is a building block for most operations. Must have valid "magic language" to obtain indemnity for one's own negligence. Indemnity (and magic language ) must be broad enough to extend to all intended beneficiaries. Anticipate and address possible restrictions on indemnity. Be aware of any issues relating to the scope of the indemnity or the scope of the MSA. Deepwater Horizon - indemnity for gross negligence (as opposed to release) is not against public policy under maritime law-indemnity for punitive damages is. 47 Carefully Consider Who Should be the Indemnitees Use defined term such as Company Group. Consider all parties you may want protected. Include contractors and subcontractors or use another approach to provide pass-through protection. Expand use of a Company Group. Allows consistent and uniform risk allocation scheme. Use same definition in insurance requirements and certificate of insurance. Use same definition in other contracts if at all possible

25 Insurance Basics Named as additional insured. Waiver of subrogation. Coverage must be primary (at least for risks assumed by naming party). Insurance not a limit on indemnity. Dovetail insurance with indemnity-extend to same parties. Insurance may provide more protection in some instances. 49 Keys to Contractual Risk Allocation Understand big picture Recognize the impact of drilling contracts. Consider different reciprocal indemnity approaches. Prepare your pass-through" protection plan. Develop your master service agreements (MSA s) and analyze how other contracts will come in to play. Devil is in the details: Focus on the indemnity, insurance and limitation of liability. Coordinate with your risk management department and insurance broker

26 Anti-bribery and Corruption / Compliance and Sanctions Reagan Demas Washington, DC Lance Stricklin Senior Counsel Int l Trade Compliance Halliburton Ross Denton London Steven Hill Washington, DC Danielle Valois Rio de Janeiro Top Tips for Managing Regulatory Hurdles on Global Transactions Luis Gomez London Jonathan Newton Houston Steven Hill Washington, DC 26

27 Global Merger Control State of Play Voluntary Regimes Australia, Bolivia, Chile, Costa Rica, Hong Kong, Malawi, New Zealand, Panama, Singapore, UK, Venezuela DM Ref: United States US$ 4.95m (2014) US$ 900,000 (2014) US$ 720,000 (2013) US$ 480,000 (2013) US$ 850,000 (2012) US$ 500,000 (2011) US$ 900,000 (2010) El Salvador US$759,000 (2013) Colombia US$484,000 (2011) Brazil US$987,000 (2015) US$270,000 (2014) US$1.25m (2013) Argentina US$27.5m (2010) Iceland US$91,000 (2010) Jersey US$139,000 (2011) Netherlands US$0.5m (2013) US$891,000 (2010) US$2.2m (2010) US$1.8m (2010) US$1m (2010) US$760,000 (2010) US$155,000 (2010) US$775,000 (2010) Ireland Transaction declared void (2010) France US$4.5m (2013) US$540,000 (2013) US$527,000 (2012) Portugal US$200,000 (2013) Spain US$5,702 (2014) US$61,000 (2013) US$385,000 (2012) US$124,500 (2012) US$101,000 (2012) US$45,700 (2011) US$4,000 (2011) US$188,000 (2010) European Union US$26.8m (2014) Czech Republic US$27,000 (2013) Italy US$5,600 (2013) US$3,400 (2013) US$11,000 (2012) US$7,000 (2011) Norway US$3.3m (2014) US$90,000 (2014) US$46,000 (2013) US$230,000 (2012) Bosnia & Herzegovina US$132,000 (2010) Germany US$120,000 (2013) US$560,000 (2011) US$271,000 (2011) Slovakia US$6,368 (2010) Latvia US$117,393 (2015) US$8,000 (2013) Lithuania US$401,000 (2013) US$43,000 (2012) Croatia US$1,487 (2013) Turkey US$91,000 (2013) South Africa US$140,000 (2010) Hungary US$98,000 (2010) US$22,000 (2010) Indonesia US$477,000 (2012) China US$50,000 (2014) South Korea US$190,000 (22 companies in 2012) Taiwan US$164,000 (2014) US$131,000 (2014) US$41,000 (2013) US$29,000 (2012) India US$500,000 (2014) US$160,000 (2014) US$160,000 (2013) US$80,000 (2013) Fines for gun-jumping / failure to notify: January 2010 May

28 Global Merger Control Strategy Global Landscape Local rules Global Strategy Consistency Ensure arguments/positions are consistent across time and geography Encourage consistency as between authorities be an advocate for best practice and encourage/facilitate regulator coordination, if necessary, in complex deals Coordination will generate cost - efficiencies Flexibility Be attuned to local enforcement practices/trends Exploit local differences, where possible In-depth local knowledge helps to prioritise resources DM Ref: Global Merger Control and Market Definition Global Consistency, Locally Tailored Be sure to address local (legitimate) variations Prior authority decisions Local market differences The Funnel Approach to Market Definition* Widest (credible) market definition Likely (consensus) market definition Narrowest (conceivable) area of overlap * Less scope of manoeuvre in regional/global markets DM Ref: 28

29 Global Foreign Investment Restrictions Current State of Play DM Ref: 57 DM Ref: 58 29

30 Global Foreign Investment Restrictions Important Takeaways Energy Sector may be of Critical Importance Resource stewardship Energy security Critical infrastructure Source of revenue Considerations Is the investment target closed or severely restricted to foreigners? Target in a sensitive sector? Requirement (de jure or de facto) to team up with local investor? Investment threshold for review? Investor (in whole or in part) is a stateowned or controlled entity? Timing for approval? DM Ref: 59 U.S. CFIUS Reviews Current State of Play DM Ref: 60 30

31 DM Ref: 61 Summary of Top Tips on Regulatory Hurdles 1. Sensitive Industry - Expect Scrutiny 2. Global Coordination and Consistent Messaging, Key 3. Be Alert to Local Sensitivities- Understand the Rules (and the Enforcement Agencies) 4. Prepare for the Long-Haul (and Deploy Expediting Strategies, where possible) 5. Understand the Underlying Businesses EARLY AND FULL PLANNING ESSENTIAL DM Ref: 62 31

Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with

Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations,

More information

The Shifting & Allocation of Risks

The Shifting & Allocation of Risks The Shifting & Allocation of Risks An Analysis and Discussion About the Legal Landscape of Indemnification and Insurability of Gross Negligence, Punitive Damages, and Fines and Penalties September 18,

More information

Claims & Litigation Overview

Claims & Litigation Overview B P O i l D i s a s t e r : R e s t o r a t i o n & R e c o v e r y Claims & Litigation Overview DECEMBER 2013 Hundreds of lawsuits have been filed as a result of the Deepwater Horizon disaster. These

More information

Contractual Risk Allocation in a Post- Macondo Environment

Contractual Risk Allocation in a Post- Macondo Environment Contractual Risk Allocation in a Post- Macondo Environment Michael A. Golemi William W. Pugh Willis 2012 North America Energy Conference May 16, 2012 A Professional Law Corporation New Orleans Lafayette

More information

Claims & Litigation Overview

Claims & Litigation Overview B P O i l D i s a s t e r : R e s t o r a t i o n & R e c o v e r y Claims & Litigation Overview SEPTEMBER 2014 Thousands of lawsuits have been filed as a result of the Deepwater Horizon disaster. These

More information

Spill Control. Annual Meeting

Spill Control. Annual Meeting Spill Control Association of America Annual Meeting RESPONDER IMMUNITY UPDATE Jonathan K. Waldron March ac 8, 2012 The information contained herein is abridged and summarized from numerous sources, the

More information

Deepwater Horizon BP Well Blowout

Deepwater Horizon BP Well Blowout Deepwater Horizon BP Well Blowout Contractual Indemnities/Statutory Liability/Effect on US Gulf of Mexico Oil and Gas Industry Ben H. Welmaker, Jr. Partner Baker & McKenzie Houston, Texas 77002-2746 ben.welmaker@bakermckenzie.com

More information

360 o View of. Global Immigration

360 o View of. Global Immigration 360 o View of Global Immigration In a fast moving global economy, remaining compliant with immigration laws, being informed and in control is more challenging than ever before. We are a globally linked

More information

ACC Houston Chapter Meeting

ACC Houston Chapter Meeting ACC Houston Chapter Meeting Indemnities and Insurance: Managing Risks Via Contracts in the Post-Macondo World April 9, 2013 Panelists Lisa Brown Managing Counsel, Oxy Permian Former outside counsel. Received

More information

Software Tax Characterization Helpdesk Quarterly April 2012

Software Tax Characterization Helpdesk Quarterly April 2012 Software Tax Characterization Helpdesk Quarterly April 2012 Characterizing foreign software revenues is a complex challenge for large and small software firms alike. Variations in the rules around the

More information

Guidelines for Enforcing Money Judgments Abroad

Guidelines for Enforcing Money Judgments Abroad The article was originally published in International Business Lawyer, Volume 21, Number 11, pages 509-512. The International Business Lawyer is published by the Section on Business Law of the International

More information

RECENT DEVELOPMENTS IN PROJECT RISK MANAGEMENT

RECENT DEVELOPMENTS IN PROJECT RISK MANAGEMENT RECENT DEVELOPMENTS IN PROJECT RISK MANAGEMENT Rice Global E & C Roundtable Houston, Texas By Kerry C. Williams 2005 PROGRAM 1. Bases of Risk 2. Risk Management 3. Special Issues BASES OF RISK LEGAL BASES

More information

The investment fund statistics

The investment fund statistics The investment fund statistics Narodowy Bank Polski (NBP) publishes data reported by investment funds which have been defined in Art. 3 section 1 of the Act of 27 May 2004 on investment funds (Journal

More information

A Cautionary Tale When Considering Yieldco Dropdown and Other Related Party Transactions: In re: El Paso Pipeline Partners, L.P. Derivative Litigation

A Cautionary Tale When Considering Yieldco Dropdown and Other Related Party Transactions: In re: El Paso Pipeline Partners, L.P. Derivative Litigation June 2015 A Cautionary Tale When Considering Yieldco Dropdown and Other Related Party Transactions: In re: El Paso Pipeline s, L.P. Derivative Litigation Sponsors of yieldcos, master limited partnerships

More information

BMA ADVISORS, LLC Investment Advisory Agreement

BMA ADVISORS, LLC Investment Advisory Agreement BMA ADVISORS, LLC Investment Advisory Agreement 608 Silver Spur Road, Suite 100, Rolling Hills Estates, CA 90274 This agreement describes the relationship between BMA Advisors, LLC (hereinafter BMA ) and

More information

Introduction to Warranty and Indemnity Insurance 18 October 2012

Introduction to Warranty and Indemnity Insurance 18 October 2012 Introduction to Warranty and Indemnity Insurance 18 October 2012 Mergers & Acquisitions Insurance Group Adrian Furlonge Assistant Vice President Svetlana Soroka Senior Underwriter Introduction Background

More information

Software Tax Characterization Helpdesk Quarterly August 2012

Software Tax Characterization Helpdesk Quarterly August 2012 Software Tax Characterization Helpdesk Quarterly August 2012 Characterizing foreign software revenues is a complex challenge for large and small software firms alike. Variations in the rules around the

More information

Case 2:10-md-02179-CJB-SS Document 14206 Filed 02/19/15 Page 1 of 7 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA * * * * * * * *

Case 2:10-md-02179-CJB-SS Document 14206 Filed 02/19/15 Page 1 of 7 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA * * * * * * * * Case 2:10-md-02179-CJB-SS Document 14206 Filed 02/19/15 Page 1 of 7 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA In re: Oil Spill by the Oil Rig Deepwater Horizon in the Gulf of Mexico, on

More information

Hudson Insurance Company 100 William Street, New York, NY 10038

Hudson Insurance Company 100 William Street, New York, NY 10038 Hudson Insurance Company 100 William Street, New York, NY 10038 APPLICATION FOR DIRECTORS & OFFICERS INSURANCE POLICY COMPLETION OF THIS APPLICATION DOES NOT COMMIT OR BIND THE UNDERSIGNED TO PURCHASE

More information

Energy Briefing: Global Crude Oil Demand & Supply

Energy Briefing: Global Crude Oil Demand & Supply Energy Briefing: Global Crude Oil Demand & Supply November 6, 215 Dr. Edward Yardeni 516-972-7683 eyardeni@ Debbie Johnson 48-664-1333 djohnson@ Please visit our sites at www. blog. thinking outside the

More information

CALIFORNIA Strict Indemnity Language. CALIFORNIA Intermediate Indemnity Language

CALIFORNIA Strict Indemnity Language. CALIFORNIA Intermediate Indemnity Language CALIFORNIA Strict Indemnity Language Contractor (Indemnitor) shall indemnify, defend, and hold harmless Authority, its officers, officials, employees, and volunteers from and against any and all liability,

More information

Software Tax Characterization Helpdesk Quarterly June 2008

Software Tax Characterization Helpdesk Quarterly June 2008 & McKenzie Software Tax Characterization Helpdesk Quarterly June 2008 Characterizing foreign software revenues is a complex challenge for large and small software firms alike. Variations in the rules around

More information

FCPA and Anti-Corruption in Latin America

FCPA and Anti-Corruption in Latin America FCPA and Anti-Corruption in Latin America May 2011 FCPA Enforcement "FCPA enforcement is stronger than it's ever been and getting stronger. We are in a new era of FCPA enforcement; and we are here to stay."

More information

EU Data Protection Directive and U.S. Safe Harbor Framework: An Employer Update. By Stephen H. LaCount, Esq.

EU Data Protection Directive and U.S. Safe Harbor Framework: An Employer Update. By Stephen H. LaCount, Esq. EU Data Protection Directive and U.S. Safe Harbor Framework: An Employer Update By Stephen H. LaCount, Esq. Overview The European Union Data Protection Directive 95/46/EC ( Directive ) went effective in

More information

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law Dynegy Inc., a corporation duly organized and validly existing under

More information

Investment Advisory Agreement

Investment Advisory Agreement This Investment Advisory Agreement ( Agreement ) is entered into by and between ( Client ), SPC Financial (SPC) a U.S. Securities & Exchange Commission ( SEC ) Independent Registered Investment Adviser,

More information

Tax for the Non-Tax Lawyer

Tax for the Non-Tax Lawyer Tax for the Non-Tax Lawyer Tuesday, September 9, 2014 Presented By: Thomas May, Partner, Baker & McKenzie LLP Alan Zoccolillo, Partner, Baker & McKenzie LLP 1 Agenda 2 Topics to be covered: Overview of

More information

Case 3:13-cv-00054 Document 120 Filed in TXSD on 05/04/15 Page 1 of 7 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS GALVESTON DIVISION ORDER

Case 3:13-cv-00054 Document 120 Filed in TXSD on 05/04/15 Page 1 of 7 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS GALVESTON DIVISION ORDER Case 3:13-cv-00054 Document 120 Filed in TXSD on 05/04/15 Page 1 of 7 This case is being reviewed for possible publication by American Maritime Cases, Inc. ( AMC ). If this case is published in AMC s book

More information

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented)

Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Form: Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Description: This is a sample Letter of Intent for the acquisition

More information

Directors and officers liability best practices guidelines

Directors and officers liability best practices guidelines Directors and officers liability best practices guidelines DIRECTORS AND OFFICERS LIABILITY BEST PRACTICES GUIDELINES INTRODUCTION A continuing challenge to all business is the efficient functioning of

More information

2A. Investment Objective Definitions. Capital Preservation - a conservative investment strategy characterized by a desire to avoid risk of loss;

2A. Investment Objective Definitions. Capital Preservation - a conservative investment strategy characterized by a desire to avoid risk of loss; CUSTOMER ACCOUNT AGREEMENT This Customer Account Agreement (the Agreement ) sets forth the respective rights and obligations of Apex Clearing Corporation ( you or your or Apex ) and the Customer s (as

More information

What You Need to Know about the U.S. Foreign Corrupt Practices Act

What You Need to Know about the U.S. Foreign Corrupt Practices Act What You Need to Know about the U.S. Foreign Corrupt Practices Act Angella Castille Faegre Baker Daniels LLP Presentation to Indiana University October 9, 2012 Overview Introduction Enforcement Trends

More information

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT. between. Seadrill Management AS. and. Seadrill Partners LLC

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT. between. Seadrill Management AS. and. Seadrill Partners LLC Execution Version MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Management AS and Seadrill Partners LLC US 1475972v.11 CONTENTS Clause Page 1. APPOINTMENT AND EFFECTIVE DATE...1 2.

More information

ARCH CAPITAL ADVISORS

ARCH CAPITAL ADVISORS ARCH CAPITAL ADVISORS TERM SHEET Bridge Loan for PIPE This term sheet is among XYZ, Inc. ( Company ) and ABC Investments ( ABC ). Loan: Option: Bridge loan to the Company from ABC in the amount of $ (the

More information

HOLD HARMLESS, INDEMNITY, SUBROGATION AND ADDITIONAL INSURED INSURANCE IN TRANSPORTATION CONTRACTS

HOLD HARMLESS, INDEMNITY, SUBROGATION AND ADDITIONAL INSURED INSURANCE IN TRANSPORTATION CONTRACTS HOLD HARMLESS, INDEMNITY, SUBROGATION AND ADDITIONAL INSURED INSURANCE IN TRANSPORTATION CONTRACTS By James W. Bryan Nexsen Pruet P.L.L.C. Greensboro, North Carolina 336-373-1600 jbryan@nexsenpruet.com

More information

Comparison of Typical MLP and Yieldco Structures

Comparison of Typical MLP and Yieldco Structures Sean T. Wheeler Latham & Watkins Practice Comparison of Typical and Structures The rise of master limited partnerships (s) as an asset class has coincided with investors desire for stable and growing cash

More information

International Joint Ventures A Presentation to the Charlotte Chapter of the Association of Corporate Counsel

International Joint Ventures A Presentation to the Charlotte Chapter of the Association of Corporate Counsel International Joint Ventures A Presentation to the Charlotte Chapter of the Association of Corporate Counsel October 6, 2010 John D. Allison 704/331-7434 john.allison@klgates.com Eliab S. Erulkar 704/331-7455

More information

Terms and Conditions for Tax Services

Terms and Conditions for Tax Services Terms and Conditions for Tax Services In the course of delivering services relating to tax return preparation, tax advisory, and assistance in tax controversy matters, Brady, Martz & Associates, P.C. (we

More information

BUYING AND SELLING A BUSINESS

BUYING AND SELLING A BUSINESS BUYING AND SELLING A BUSINESS Joanne M. Murray, Esquire Antheil Maslow & MacMinn, LLP 131 West State Street Doylestown, PA 18901 215-230-7500 Telephone 215-230-7796 Facsimile BUCKS COUNTY BAR ASSOCIATION

More information

Introduction to the U.S. Foreign Corrupt Practices Act

Introduction to the U.S. Foreign Corrupt Practices Act Introduction to the U.S. Foreign Corrupt Practices Act Pablo C. Ferrante June 2010 Partner 713-238-2662 pferrante@mayerbrown.com Mayer Brown is a global legal services organization comprising legal practices

More information

'Additional Insured' At Stake In Texas High Court BP Case

'Additional Insured' At Stake In Texas High Court BP Case Portfolio Media. Inc. 860 Broadway, 6th Floor New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com 'Additional Insured' At Stake In Texas High Court

More information

ENDOWMENT & FOUNDATION GOVERNANCE: FIDUCIARY OVERSIGHT AND IMPLEMENTATION MAY 2013

ENDOWMENT & FOUNDATION GOVERNANCE: FIDUCIARY OVERSIGHT AND IMPLEMENTATION MAY 2013 ENDOWMENT & FOUNDATION GOVERNANCE: FIDUCIARY OVERSIGHT AND IMPLEMENTATION MAY 2013 WHAT IS FIDUCIARY GOVERNANCE AND WHY IS IT IMPORTANT? Fulfillment of fiduciary responsibilities requires more than understanding

More information

World Consumer Income and Expenditure Patterns

World Consumer Income and Expenditure Patterns World Consumer Income and Expenditure Patterns 2014 14th edi tion Euromonitor International Ltd. 60-61 Britton Street, EC1M 5UX TableTypeID: 30010; ITtableID: 22914 Income Algeria Income Algeria Income

More information

SPECIMEN. (1) advising, counseling or giving notice to employees, participants or beneficiaries with respect to any Plan;

SPECIMEN. (1) advising, counseling or giving notice to employees, participants or beneficiaries with respect to any Plan; In consideration of payment of the premium and subject to the Declarations, limitations, conditions, provisions and other terms of this Policy, the Company and the Insureds agree as follows: I. INSURING

More information

Terms and Conditions for the EU/EFTA and CEE Non-EU/EFTA Windows Server Hyper-v deployment Cash Back Promotion

Terms and Conditions for the EU/EFTA and CEE Non-EU/EFTA Windows Server Hyper-v deployment Cash Back Promotion The terms and conditions listed below are to be included in the online form where the reseller submits a redemption request. The reseller must agree to the terms and conditions to be considered for redemption.

More information

Perrigo Company Acquisition of Elan Corporation plc Exchange of Perrigo common shares Frequently Asked Questions & Answers

Perrigo Company Acquisition of Elan Corporation plc Exchange of Perrigo common shares Frequently Asked Questions & Answers Perrigo Company Acquisition of Elan Corporation plc Exchange of Perrigo common shares Frequently Asked Questions & Answers On November 18, 2013, Perrigo Company ( Perrigo ) announced that its shareholders

More information

TERMS OF BUSINESS AGREEMENT

TERMS OF BUSINESS AGREEMENT TERMS OF BUSINESS AGREEMENT 2525 E Camelback Rd, Suite 800 As used in this Agreement, The Keating Group, Inc. (tkg) shall refer to any business unit or entity that may be affiliated through common ownership

More information

TOMTOM BONUS INTERNATIONAL MAP INDONESIA PROMOTION HOW TO CLAIM

TOMTOM BONUS INTERNATIONAL MAP INDONESIA PROMOTION HOW TO CLAIM TOMTOM BONUS INTERNATIONAL MAP INDONESIA PROMOTION HOW TO CLAIM a) To be eligible to claim, individuals must purchase an eligible TomTom GPS model (as stipulated below in Clause 11) from a participating

More information

DGI04 Liability Insurance Underwriting

DGI04 Liability Insurance Underwriting DGI04 Liability Insurance Underwriting Module Description: This module aims to provide the candidate with the knowledge and skills in commercial liability insurance operations. It deals with the legal

More information

M&A in 2015: Successor Liability Under the FCPA. Norton Rose Fulbright US LLP Thursday, February 26, 2015

M&A in 2015: Successor Liability Under the FCPA. Norton Rose Fulbright US LLP Thursday, February 26, 2015 M&A in 2015: Successor Liability Under the FCPA Norton Rose Fulbright US LLP Thursday, February 26, 2015 Speaker Marsha Z. Gerber Partner Norton Rose Fulbright US LLP Marsha Gerber is a partner in the

More information

FIDUCIARY LIABILITY COVERAGE PART

FIDUCIARY LIABILITY COVERAGE PART FIDUCIARY LIABILITY COVERAGE PART I. INSURING AGREEMENTS Fiduciary Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Fiduciary Claim first made against the Insureds during

More information

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT is made on the Effective Date identified below by and between the investment advisors affiliated with BCG Securities, Inc. ( Advisor ),

More information

TEMPLATE. Equity Investment Agreement

TEMPLATE. Equity Investment Agreement TEMPLATE Equity Investment Agreement THIS EQUITY INVESTMENT AGREEMENT (the "Agreement") is dated as of DATE (the "Effective Date") by and between, a Delaware business corporation, having an address at

More information

Global Privacy and Data Security in the Cloud September 14, 2011 Miriam Wugmeister

Global Privacy and Data Security in the Cloud September 14, 2011 Miriam Wugmeister 2011 Morrison & Foerster LLP All Rights Reserved mofo.com Global Privacy and Data Security in the Cloud September 14, 2011 Miriam Wugmeister Presenter Miriam Wugmeister Morrison & Foerster LLP New York

More information

CIVITAS SOLUTIONS, INC. INSIDER TRADING POLICY September 17, 2014. Adoption of Insider Trading Policy. Background

CIVITAS SOLUTIONS, INC. INSIDER TRADING POLICY September 17, 2014. Adoption of Insider Trading Policy. Background CIVITAS SOLUTIONS, INC. INSIDER TRADING POLICY September 17, 2014 This policy applies to all directors, officers and employees of Civitas Solutions, Inc. and its subsidiaries (the Company ), and to consultants

More information

International Factors Group Model Law of Factoring

International Factors Group Model Law of Factoring Afreximbank Conference - Lusaka Regulatory and Legal Aspects of Factoring & International Factors Group Model Law of Factoring Edward Wilde Solicitor with Squire Patton Boggs Financial Services Team London

More information

Deutsche Bank Global Transaction Banking. Securities Services. Overview

Deutsche Bank Global Transaction Banking. Securities Services. Overview Deutsche Bank Global Transaction Banking Direct Securities Services Securities Services Overview Finding the right custodian with a long-term commitment to supporting its clients business is critical for

More information

Appendix 1: Full Country Rankings

Appendix 1: Full Country Rankings Appendix 1: Full Country Rankings Below please find the complete rankings of all 75 markets considered in the analysis. Rankings are broken into overall rankings and subsector rankings. Overall Renewable

More information

Interactive Brokers Hong Kong Agreement for Advisors Providing Services to Interactive Brokers Clients

Interactive Brokers Hong Kong Agreement for Advisors Providing Services to Interactive Brokers Clients Interactive Brokers Hong Kong Agreement for Advisors Providing Services to Interactive Brokers Clients This Agreement is entered into between Interactive Brokers Hong Kong Ltd ("IB") and the undersigned

More information

Proposal to Purchase Stock of the Company PART ONE

Proposal to Purchase Stock of the Company PART ONE Seller A [Address] Seller B [Address] Re: Proposal to Purchase Stock of the Company Dear Sellers: This letter is intended to summarize the principal terms of a proposal being considered by (the "Buyer")

More information

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010 Duties of the directors of companies in financial difficulties slaughter and may October 2010 Contents 1. Introduction 01 2. Overview 01 3. Practical guidance 02 4. Common law, statutory and regulatory

More information

Clinical Trials. Local Trial Requirements

Clinical Trials. Local Trial Requirements Clinical Trials Clinical trials insurance covers the legal liabilities of the insured in respect of clinical trials for bodily injury arising from the trial. The coverage provided by Newline is on the

More information

Insights Spring 2009. ESOP Transaction Insights. Michael McGinley

Insights Spring 2009. ESOP Transaction Insights. Michael McGinley 56 ESOP Transaction Insights Selling an ESOP-Owned Employer Corporation Michael McGinley When a sponsor company establishes an employee stock ownership plan (ESOP), the initial plan is usually (1) that

More information

Gulf Coast Restoration & recovery 101 Basic policies, legal processes, and terms relevant to the Deepwater Horizon disaster

Gulf Coast Restoration & recovery 101 Basic policies, legal processes, and terms relevant to the Deepwater Horizon disaster E N V I R O N M E N T A L L A W I N S T I T U T E O C E A N P R O G R A M W W W. E L I - O C E A N. ORG/ G U L F 1 7 3 0 M S T N W, S TE 700, W A S H I N G T O N, DC 2 0 0 3 6 T EL: 2 0 2. 9 3 9. 3 8 4

More information

BPEP Workshop Financing your Company (part 2) Corporate Structure and Managing Debt

BPEP Workshop Financing your Company (part 2) Corporate Structure and Managing Debt BPEP Workshop Financing your Company (part 2) Corporate Structure and Managing Debt October 21, 2013 Scott D. Elliott Partner, Ropes & Gray scott.elliott@ropesgray.com 415-315-6379 Ryan A. Murr Partner,

More information

ESG PRACTICES FOR PASSIVELY MANAGED EQUITY STRATEGIES SEPTEMBER 2014

ESG PRACTICES FOR PASSIVELY MANAGED EQUITY STRATEGIES SEPTEMBER 2014 ESG PRACTICES FOR PASSIVELY MANAGED EQUITY STRATEGIES SEPTEMBER 2014 EXECUTIVE SUMMARY Mercer s ESG (environmental, social and governance) ratings have generally been well-integrated into the manager research

More information

Master Limited Partnerships for the Shipping and Offshore Industries Briefing

Master Limited Partnerships for the Shipping and Offshore Industries Briefing MasterLimitedPartnerships fortheshippingand OffshoreIndustries Briefing November 2012 Contents Introduction WhatisanMLP? TaxtreatmentofMLPs GovernanceofanMLP WhyformanMLP? WheretoformanMLP Contacts wfw.com

More information

Report on Government Information Requests

Report on Government Information Requests Report on Government Information Requests January - June, Apple takes our commitment to protecting your data very seriously and we work incredibly hard to deliver the most secure hardware, software and

More information

AGREEMENT FOR INVESTMENT CONSULTING SERVICES AND MARIN COUNTY EMPLOYEES RETIREMENT ASSOCIATION

AGREEMENT FOR INVESTMENT CONSULTING SERVICES AND MARIN COUNTY EMPLOYEES RETIREMENT ASSOCIATION AGREEMENT FOR INVESTMENT CONSULTING SERVICES AND MARIN COUNTY EMPLOYEES RETIREMENT ASSOCIATION This Agreement for Investment Consulting Services (hereinafter referred to as the Agreement ) is made and

More information

Taxation of Cross-Border Mergers and Acquisitions

Taxation of Cross-Border Mergers and Acquisitions KPMG INTERNATIONAL Taxation of Cross-Border Mergers and Acquisitions kpmg.com 2 : Taxation of Cross-Border Mergers and Acquisitions Introduction The (UAE) is a federation of seven Emirates: Abu Dhabi,

More information

FIDUCIARY LIABILITY COVERAGE PART

FIDUCIARY LIABILITY COVERAGE PART FIDUCIARY LIABILITY COVERAGE PART I. INSURING AGREEMENTS Fiduciary Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Fiduciary Claim first made against the Insureds during

More information

Marine Insurance Day October 5, 2012 Additional Insureds & Marine Insurance. Joe Grasso and Michael Thompson

Marine Insurance Day October 5, 2012 Additional Insureds & Marine Insurance. Joe Grasso and Michael Thompson Marine Insurance Day October 5, 2012 Additional Insureds & Marine Insurance Joe Grasso and Michael Thompson 1 Agenda General Principles Case Studies Takeaways and Q&A 2 Named Insureds v. Additional Insureds

More information

California Solar Initiative (CSI) Program 2007 Reservation Request Form and Program Contract [follows the second page Reservation Request form]

California Solar Initiative (CSI) Program 2007 Reservation Request Form and Program Contract [follows the second page Reservation Request form] California Solar Initiative (CSI) Program 2007 Reservation Request Form and Program Contract [follows the second page Reservation Request form] CSI CONTRACT TERMS AND CONDITIONS This California Solar Initiative

More information

Client Alert. Corporate / Mergers & Acquisitions Tokyo. Warranty & Indemnity Insurance. What is it? Is it important? March 2015

Client Alert. Corporate / Mergers & Acquisitions Tokyo. Warranty & Indemnity Insurance. What is it? Is it important? March 2015 Corporate / Mergers & Acquisitions Tokyo Client Alert March 2015 Warranty & Indemnity Insurance What is it? It is an insurance designed to protect the buyer or the seller from financial loss that would

More information

Global Effective Tax Rates

Global Effective Tax Rates www.pwc.com/us/nes Global s Global s April 14, 2011 This document has been prepared pursuant to an engagement between PwC and its Client. As to all other parties, it is for general information purposes

More information

A Guide to Crowdfunding for Companies Seeking to Raise Capital

A Guide to Crowdfunding for Companies Seeking to Raise Capital A Guide to Crowdfunding for Companies Seeking to Raise Capital A publication of the Securities Law Practice mefiifmp=kfwbo LLP June 2012 On April 5, 2012, President Obama signed into law the Jumpstart

More information

DC Fee Management Mitigating Fiduciary Risk and Maximizing Plan Performance. A Mercer US Point of View

DC Fee Management Mitigating Fiduciary Risk and Maximizing Plan Performance. A Mercer US Point of View DC Fee Management Mitigating Fiduciary Risk and Maximizing Plan Performance A Mercer US Point of View Participants in defined contribution (DC) plans rely heavily on plan sponsors and fiduciaries to design

More information

Investment Advisory Agreement

Investment Advisory Agreement Investment Advisory Agreement Whereas ("Client") hereby appoints Fried Asset Management, Inc. ("Adviser") as investment adviser to manage the investment and reinvestment of the cash and securities in the

More information

The JOBS Act of 2012: What It Means For Your Business

The JOBS Act of 2012: What It Means For Your Business Vol. 4 The JOBS Act of 2012: What It Means For Your Business Our corporate clients should prepare now for the opportunities and potential pitfalls that lie ahead On April 5, 2012, President Obama signed

More information

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork,

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, TERMS AND CONDITIONS INFLUENCERS AT WORK These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, Ltd. ( InfluencerAtWork ) and you, or if you represent a company or other

More information

EMEA BENEFITS BENCHMARKING OFFERING

EMEA BENEFITS BENCHMARKING OFFERING EMEA BENEFITS BENCHMARKING OFFERING COVERED COUNTRIES SWEDEN FINLAND NORWAY ESTONIA R U S S I A DENMARK LITHUANIA LATVIA IRELAND PORTUGAL U. K. NETHERLANDS POLAND BELARUS GERMANY BELGIUM CZECH REP. UKRAINE

More information

Introducing GlobalStar Travel Management

Introducing GlobalStar Travel Management Introducing GlobalStar Travel Management GlobalStar is a worldwide travel management company owned and managed by local entrepreneurs. In total over 80 market leading enterprises, representing over US$13

More information

International Call Services

International Call Services International Call Services Affordable rates for business calls. Wherever you are in the world. We ve got plenty to say when it comes to staying in touch when you re overseas. We have agreements with 443

More information

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities.

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities. M E M O R A N D U M TO: FROM: All Directors, Officers and Covered Persons of Power Solutions International, Inc. and its Subsidiaries Catherine Andrews General Counsel and Insider Trading Compliance Officer

More information

Energy & Shipping Seminar LIABILITY INSURANCE

Energy & Shipping Seminar LIABILITY INSURANCE Institute of Energy for SE Europe - IENE IENE Eugenides Foundation Conference Center, Athens 3 rd of February 2012 Energy & Shipping Seminar LIABILITY INSURANCE George Koutinas Engineer, Insurance Expert

More information

HK AS AN INTERNATIONAL ADR CENTRE WHY AND WHEN TO USE IP ARBITRATION. Andrew Liao 4 December 2015

HK AS AN INTERNATIONAL ADR CENTRE WHY AND WHEN TO USE IP ARBITRATION. Andrew Liao 4 December 2015 HK AS AN INTERNATIONAL ADR CENTRE WHY AND WHEN TO USE IP ARBITRATION Andrew Liao 4 December 2015 IP Arbitration- Context DOJ continues to support the development of Hong Kong s ADR (arbitration and mediation)

More information

Understanding the FCPA. Charles E. Meacham Gardere Wynne Sewell LLP Phone: 713.276.5633 cmeacham@gardere.com

Understanding the FCPA. Charles E. Meacham Gardere Wynne Sewell LLP Phone: 713.276.5633 cmeacham@gardere.com Understanding the FCPA Charles E. Meacham Gardere Wynne Sewell LLP Phone: 713.276.5633 cmeacham@gardere.com Increased FCPA Enforcement Around the World Alcoa pays $384 million to resolve Bahrain-bribery

More information

Fact Sheet. Dow Jones Sustainability TM World Enlarged Index ex Alcohol, Tobacco, Gambling, Armaments & Firearms and Adult Entertainment

Fact Sheet. Dow Jones Sustainability TM World Enlarged Index ex Alcohol, Tobacco, Gambling, Armaments & Firearms and Adult Entertainment Dow Jones Sustainability TM World Enlarged Index ex Alcohol, Tobacco, Gambling, Armaments & Firearms and Adult Stated Objective The Dow Jones Sustainability TM World Enlarged Index ex Alcohol, Tobacco,

More information

T: +43-(0)590900-3540 F: +43-(0)590900-3178 e-mail: ubit@wko.at http://www.ubit.at

T: +43-(0)590900-3540 F: +43-(0)590900-3178 e-mail: ubit@wko.at http://www.ubit.at Professional Association of Management Consultancy and Information Technology (Fachverband Unternehmensberatung und Informationstechnologie) Wiedner Hauptstraße 63 A-1045 Vienna T: +43-(0)590900-3540 F:

More information

The Perks of Doing Business in Malta

The Perks of Doing Business in Malta The Perks of Doing Business in Malta Legal and Tax Opportunities Dr Charles Cassar CCLex.com Malta London 1 2012 2013 - CCLex.com Overview About the Firm Business Environment Legal basics Tax Considerations

More information

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE FOLLOWS] [ ] TERM SHEET FOR SUBORDINATED VARIABLE PAYMENT DEBT (DEMAND DIVIDEND) THIS TERM SHEET outlines the principal terms of a proposed financing for [ ] (hereafter, the Company ), a [ ] corporation by [ ]

More information

Master Software Purchase Agreement

Master Software Purchase Agreement Master Software Purchase Agreement This Master Software Purchase Agreement ( Agreement ) is entered into as of Wednesday, March 12, 2014 (the Effective Date ) by and between with principal offices at (

More information

Indemnity and Insurance Issues in Commercial Leases and Related Agreements

Indemnity and Insurance Issues in Commercial Leases and Related Agreements Indemnity and Insurance Issues in Commercial Leases and Related Agreements Gary Rachlin William W. Pugh ACC Houston Chapter Meeting May 8, 2012 A Professional Law Corporation New Orleans Lafayette Houston

More information

Explanation of 2015 Amendments to the Florida Revised LLC Act

Explanation of 2015 Amendments to the Florida Revised LLC Act Explanation of 2015 Amendments to the Florida Revised LLC Act Gregory Marks Gary Teblum Wednesday, 03 June 2015, 12:00pm - 01:00pm The Florida Revised LLC Act ( Act ) was enacted in 2013 and took effect

More information

Agreement for Net Metering and Interconnection Services (Level 1, 2 and 3 Interconnection)

Agreement for Net Metering and Interconnection Services (Level 1, 2 and 3 Interconnection) Agreement for Net Metering and Interconnection Services (Level 1, 2 and 3 Interconnection) This Agreement for Net Metering and Interconnection Services ( Agreement ) is made and entered into this day of

More information

Yi Liu, Run Ming Law Office. China s Legal System and Corporate Aircraft

Yi Liu, Run Ming Law Office. China s Legal System and Corporate Aircraft Yi Liu, Run Ming Law Office China s Legal System and Corporate Aircraft I. Chinese Regulatory Scheme relating to Aircraft Purchase, Finance & Leasing Import Approval - National Development and Reform Commission

More information

MAPPING DIRECTORS DUTIES: CarstenGerner-Beuerle& Edmund Schuster LSE

MAPPING DIRECTORS DUTIES: CarstenGerner-Beuerle& Edmund Schuster LSE MAPPING DIRECTORS DUTIES: THE EUROPEAN LANDSCAPE CarstenGerner-Beuerle& Edmund Schuster LSE Directors duties in the EU Study to be prepared for the European Commission Analysis of the legal systems of

More information

INSTRUCTIONS FOR COMPLETING THIS APPLICATION

INSTRUCTIONS FOR COMPLETING THIS APPLICATION MAIN FORM APPLICATION FOR PRIVATE COMPANY DIRECTORS AND OFFICERS AND CORPORATE LIABILITY INCLUDING EMPLOYMENT PRACTICES LIABILITY INSURANCE ( PRIVATE PLUS ) Name of Insurance Company to which this Application

More information

CORDLIFE GROUP LIMITED (Company Registration No.: 200102883E) (Incorporated in the Republic of Singapore) (the "Company")

CORDLIFE GROUP LIMITED (Company Registration No.: 200102883E) (Incorporated in the Republic of Singapore) (the Company) CORDLIFE GROUP LIMITED (Company Registration No.: 200102883E) (Incorporated in the Republic of Singapore) (the "Company") CHINA CORD BLOOD CORPORATION ANNOUNCES RECEIPT OF "GOING PRIVATE" PROPOSAL The

More information