Summertime is arguably the best time of the year. Warm weather. Long-awaited family vacations. Extended daylight. And unique to this summer, as of July 1, 2013, in most states, we have substantial amendments (the 2010 Amendments) to the Uniform Commercial Code (UCC) to digest (maybe even under an umbrella on the beach). The 2010 Amendments are intended to clarify existing law, especially with respect to how certain types of debtors are named in financing statements. As of July 3, 2013, 44 states and the District of Columbia had enacted the 2010 Amendments.

We note with interest the Government's Discussion Paper, 'Transparency & Trust: Enhancing The Transparency of UK Company Ownership And Increasing Trust in UK Business', published yesterday.

In the Paper, the Government proposes to (amongst other things):

A look at the recent restructuring of the Co-operative Bank and EU proposals for mandatory reform

The Co-operative Bank announced in mid-June that it would need to carry out a forced listing of £300m new shares on the London Stock Exchange to fill a capital hole of around £1.5bn. Co-op's difficulties are said to have been triggered by mounting losses at Britannia Building Society - which Co-Op acquired in 2009 - that were highlighted when the bank failed to follow through on its planned acquisition of 632 Lloyds branches in February this year.

Under French law, the divestiture of an unprofitable business can create specific legal risks resulting from the status of the sold business. International companies should anticipate a number of issues when selling a French loss-making subsidiary, including, but not limited to, issues surrounding the sale price, the risk of post-closing liabilities under bankruptcy proceedings and the risk of post-closing liabilities relating to employee claims.

Sale Price

The U. S. Court of Appeals for the Third Circuit, equating a covenant not to sue under a patent with a license, has concluded that a trustee in bankruptcy cannot unilaterally reject the covenant as an executory contract.  In re Spansion, Case Nos. 11-3323, -3324 (3rd Cir., Dec. 21, 2012) (Scirica, J.).

Spansion and Apple settled a patent dispute at the U.S. International Trade Commission (ITC) regarding flash memory products, with Spansion agreeing to dismiss its case and to refrain from filing related actions.  In pertinent part, the agreement stated:

The UK Supreme Court judgment in the conjoined cases of Rubin and another v Eurofinance SA and others and New Cap Reinsurance Corporation (in Liquidation) and another v AE Grant and others [2012] UKSC 46, which provides vital clarification on the effect of foreign insolvency judgments on the UK courts.

Background & Court of Appeal

In a case originating out of bankruptcy court, the U.S. Court of Appeals for the Eighth Circuit affirmed the bankruptcy court’s finding that a perpetual, royalty free, assignable, transferable, exclusive license granted as part of the sale of the business operations, assets and intellectual property associated with two bread baking brands was an executory contract.  Lewis Bros. Bakeries Inc. v. Interstate Brands Corp., Case No. 11-1850 (8th Cir., Aug. 30, 2012) (Bye, J.).

The UK Supreme Court has handed down an important judgment in the conjoined cases of Rubin and another v Eurofinance SA and others and New Cap Reinsurance Corporation (in Liquidation) and another v AE Grant and others [2012] UKSC 46, which provides vital clarification on the effect of foreign insolvency judgments on the UK courts. The judgment was handed down yesterday.

Background & Court of Appeal

During an American Bar Association (ABA) program on antitrust and health care issues on October 1, 2012, U.S. Federal Trade Commission (FTC) Deputy Director for Health Care and Antitrust, Leemore Dafny, said that the FTC will focus on how patients purportedly react to price increases, as measured by "diversion ratios," when deciding which hospital mergers to investigate further for potential anticompetitive effects. 

Taxpayers that engaged in transactions under §381(a), including tax-free liquidations under §332 and certain tax-free reorganizations under §361, previously could not change their methods of accounting for the year of the transaction using the automatic consent procedures under Rev. Proc. 2011-14, 2011-1 C.B.