Top 10 Corporate/Company Law Headlines from All Regions 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. In the current economic climate, it is not uncommon for distressed businesses to be restructured through insolvency; the idea being to emerge in a leaner and more robust form albeit trading under a similar name. The U.S. Supreme Court has issued a long-awaited decision that many practitioners had hoped would provide insight into the permissible breadth of third-party releases and injunctions often contained in confirmed chapter 11 plans. 2008 and 2009 have seen the continued upwards trend of securities class action filings that began in 2007. There were 210 federal securities class actions filed in 2008, an increase of 29% over 2007. The Finance Act 2009 introduced new rules regarding the taxation of foreign profits with the aim of maintaining the UK's competitive position in the global economy. In this article we consider the impact of these changes for investment trust companies and authorised investment funds. Two recent decisions, one delivered by the Privy Council and the other by the Court of Appeal, have re-examined the circumstances in which the courts will find implied terms in contracts. A derivative action is actually two causes of action: it is an action to compel the corporation to sue and it is an action brought by a shareholder on behalf of the corporation to redress harm to the corporation. Important developments have taken place in Canada recently regarding the potential for directors and officers to incur liability, specifically in the areas of (i) timely disclosure obligations; (ii) the duties of directors and officers in the context of a company that is up for sale; and (iii) the ability of directors and officers to receive indemnification payments from the companies they serve. The current financial crisis is making corporate directors nervous. However, quitting may not be the right response in many cases, especially since even former directors remain vulnerable on several liability fronts. The latest decision in the administration of the UK arm of Lehman Brothers ("LBIE") was handed down in late August. The Chancery Division ruled that the court did not have the necessary jurisdiction to sanction the scheme of arrangement which the administrators had proposed for the return of trust assets. | 
