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May 23, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | Brian V. Breheny, Richard J. Grossman, Neil M. Leff, Regina Olshan, Erica Schohn, Joseph M. Yaffe, Michael R. Bergmann, Andrew J. Brady, Kristin M. Davis, Berit R. Freeman, Alessandra K. Murata, Timothy F. Nelson, David C. Olstein, Audrey J. Murga
Compensation committees have until July 1, 2013, to ensure that company charters comply with the new NYSE and Nasdaq listing requirements approved by the SEC earlier this year. Under the amended rules, committees must consider all relevant factors to determine a potential adviser’s independence from the firm's management.
Her Majesty's Revenue & Customs recently announced plans to introduce new U.K. tax rules for partnerships and, in particular, LLPs. The proposals seek to (1) remove automatic self-employed status and (2) counteract certain profits schemes, in each case where there are perceived income tax advantages for U.K. taxpayers.
On May 14, 2013, the French Autorité de la Concurrence fined Sanofi-Aventis France €40.6 million for abusing its dominance in the market for the cardiovascular drug Plavix. With this decision, the Autorité has once again fined a drug manufacturer for defaming the products of a competing generics company and confirmed that the Autorité remains focused on facilitating generic entry.
On April 17, 2013, the Office of the Inspector General of the U.S. Department of Health and Human Services released an updated Provider Self-Disclosure Protocol (SDP). The updated SDP is intended to provide disclosing parties with a better understanding of time frames, requirements and potential post-disclosure resolutions, as well as to streamline and expedite the disclosure process. However, some of the new provisions will discourage companies and individuals from participating in the already infrequently used process.
On 15 May, the U.K. Takeover Panel published its response to a consultation paper proposing to extend the U.K. Takeover Code's jurisdiction to now apply to all companies which have their registered offices in the U.K., the Channel Islands or the Isle of Man — regardless of their location of central management and control — if they are listed on a multilateral trading facility in the U.K., such as the Alternative Investment Market. The amendments will take effect on 30 September 2013.
Charged with adulterating drugs, failing to file reports and making material false statements to the FDA, generic drug manufacturer Ranbaxy USA Inc. pleaded guilty to seven felony charges and agreed to pay $500 million to resolve criminal and civil False Claims Act liability. The largest drug-safety settlement with a generic drug manufacturer to date, the settlement demonstrates that the U.S. enforcement agencies overseeing the pharmaceutical industry intend to focus on manufacturing issues, not just advertising and promotion claims.
With the future of renewable energy tax incentives uncertain and the traditional providers of renewable energy capital hard to come by, it is only natural that unregulated utilities have begun to consider alternate sources of capital for new projects. The three leading alternatives — real estate investment trusts, master limited partnerships and umbrella partnership C corporations — are promising capital vehicles, but they have a number of meaningful differences. The best choice for a given project will depend on a utility owner’s particular operating and financing model.