If your company is like many, your board of directors may be demanding that you put more effort into environmental, social, and governance issues, which have become known by the now-ubiquitous acronym “ESG.” Those demands don’t come from nowhere: consumers are demanding transparency and social responsibility. In addition, if your company does business internationally, regulators are now focused on international social justice issues (such as the use of forced labor) more than ever.
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Commerce
U.S. Court of Appeals (2nd Circuit) Orders Argentina To Submit Proposal For Alternative Payment Plan To Avoid Debt Default… Again
On March 1, 2013, the U.S. Court of Appeals for the Second Circuit ordered Argentina to submit its proposal for the terms on which it is prepared to make payment on approximately $1.3 billion of unpaid debt obligations stemming from the country’s $95 billion debt default a decade ago. The court’s ruling is the latest milestone in the marathon court battle between the Republic of Argentina and NML Capital Ltd., a vulture fund affiliate of the hedge fund firm Elliott Associates, run by billionaire Paul Singer.Continue Reading U.S. Court of Appeals (2nd Circuit) Orders Argentina To Submit Proposal For Alternative Payment Plan To Avoid Debt Default… Again
Fifth Circuit Refuses to Enforce Mexican Reorganization Plan’s Proposed Release of Non-Debtor Bond Guarantors
The Fifth Circuit recently upheld a Texas Bankruptcy Court’s refusal to enforce non-debtor third party releases in the Mexican reorganization proceeding (known as a concurso mercantil) of Mexican glass manufacturer Vitro SAB de CV. As a result of this decision, Wall Street and the capital markets will breathe a sigh of relief and will likely continue to extend credit to Mexican corporations with some confidence that guaranties will be enforced.Continue Reading Fifth Circuit Refuses to Enforce Mexican Reorganization Plan’s Proposed Release of Non-Debtor Bond Guarantors
Fifth Circuit Expected To Issue Landmark Ruling Concerning Recognition of Foreign Bankruptcy Proceedings Contrary to US Public Policy
By Alan Feld
In a widely followed dispute, the Fifth Circuit Court of Appeals will soon render a decision on the appeal of a Texas Bankruptcy Court’s refusal to recognize non-debtor third party releases in the Mexican reorganization proceeding (concurso mercantil) of Mexican glass manufacturer Vitro SAB de CV. Wall Street and the capital markets will be watching this appeal closely as a reversal of the Bankruptcy Court would likely make lenders and bondholders extremely nervous about extending future credit to Mexican corporations.Continue Reading Fifth Circuit Expected To Issue Landmark Ruling Concerning Recognition of Foreign Bankruptcy Proceedings Contrary to US Public Policy
Mexico Added to UK Open General License for Export Controls Following Wassenaar Accession
Earlier this year Mexico became a member of the Wassenaar Arrangement for multilateral military and dual-use controls. The Wassenaar Arrangement is a group of 41 countries that cooperate in the export control of dual-use goods and technology, items that pose a risk if trade is uncontrolled because of their potential for use in military systems and terrorist activities.Continue Reading Mexico Added to UK Open General License for Export Controls Following Wassenaar Accession
Opportunities in the Upcoming U.S.-Colombia Free Trade Agreement
By Curt Dombek and Mark Jensen
President Obama’s visit to the Summit of the Americas produced an important development for business in the United States and Colombia. During an April 15 press conference, President Obama and Colombian President Juan Manuel Santos jointly announced that the U.S.-Colombia Free Trade Agreement (CFTA) will enter into force on May 15, 2012. The enactment of the CFTA creates significant opportunities for both U.S. and Colombian businesses involved in international transactions. In order to take advantage of these opportunities, it will be important for parties to understand key parameters of the agreement, including what qualifies goods as originating in the United States or Colombia.Continue Reading Opportunities in the Upcoming U.S.-Colombia Free Trade Agreement
Mexico’s President Felipe Calderon Announces New Incentives for the Movie Industry at a Special Ceremony Held at Baja Studios in Rosarito
By Jerry Gumpel
In February, Mexico’s President Felipe Calderon approved a decree establishing new incentives for the film industry in Mexico. Mr. Calderon announced the incentives at a special…
Continue Reading Mexico’s President Felipe Calderon Announces New Incentives for the Movie Industry at a Special Ceremony Held at Baja Studios in Rosarito
IRS Enforcement of Foreign Bank Account Reporting Rules May Catch Non-U.S. Persons by Surprise
U.S. persons are generally required to file an annual information statement with the U.S. Internal Revenue Service (IRS) disclosing any beneficial interest in, or signatory authority over, bank or other financial accounts located outside the U.S. This information statement is filed on Form TD F 90-22.1, and is generally referred to as an "FBAR" (Foreign Bank Account Report").
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Key United States Laws Regarding Mergers and Acquisitions
There are three laws which a foreign company contemplating an acquisition of a United States corporation or other business should be familiar with because they can have a significant impact upon the proposed acquisition. These statutes are:
(1) Section 7 of the Clayton Act;
(2) The Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
(3) The Exon-Florio Amendment to the Defense Production Act of 1950.
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The Federal Public Attester as Facilitator of Commerce
By Lazaro Pena Ruiz, PricewaterhouseCoopers, S.C.
Preliminary Considerations
Like most Civil Law systems that are descendants of the Roman system, the Mexican legal system bases its functionality in the codification of its laws and at the same time grants more weight to the form in which legal acts are carried out than does the Common Law system. Mexican Commercial Law does not entirely escape this tradition. Although it is governed by a “lack of formalities” principle, there are several legal acts which must be carried out with determined formality otherwise “neither binding obligation nor legal action will be produced.”[1] Consequently, the formalism in Commercial Law is constrained mostly to written form, formal ratification or execution before a public attester, and lastly to recording the act before the Public Registry of Commerce.
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The Global Credit Crunch: Is it a MAC?
By David Sands and Gabriel Matus
With the uncertainty surrounding the long term effects of the current credit crunch, buyers and sellers in M&A transactions are pondering how to best protect themselves. The traditional guard against the unforeseen is the material adverse change clause – also known as a “MAC.”[1] As highlighted recently by the Accredited Home Lenders acquisition and the abandoned Sallie Mae deal, buyers may seek to use MAC clauses when economic conditions worsen to escape deals or to exert leverage to renegotiate terms. Recent market events pose the question of whether a global credit crunch can trigger a MAC and allow the buyer the option to terminate the transaction. A review of standard MAC clauses and case law suggests that in most cases it would not.
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