United States: Corporate And Financial Weekly Digest - December 6, 2013

Last Updated: December 11 2013

Edited by Robert Weiss and Gregory Xethalis

SEC/CORPORATE

SEC Division of Corporation Finance Issues 14 New C&DIs Relating to "Bad Actor" Rules

On December 4, the Securities and Exchange Commission's Division of Corporation Finance issued 14 new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933. These C&DIs relate to the rules recently adopted by the SEC (the Bad Actor Rule) that disqualify issuers from relying on Rule 506 for securities offerings involving certain felons and other so-called "bad actors" (the persons subject to the Bad Actor Rule being referred to as covered persons). The new C&DIs provide, among other things, that:

  • An issuer must determine if it is subject to bad actor disqualification any timeit is offering or selling securities in reliance on Rule 506. For example, in an offering that is continuous, delayed or long-lived, the issuer is required to update its factual "bad actor" inquiry periodically (including through bring-down of representations, questionnaires and certifications, etc.). If a placement agent or one of its covered control persons becomes subject to a "disqualifying event" under the Bad Actor Rule during an ongoing offering, an issuer may continue to rely on Rule 506 for future sales in that offering only if: (1) the engagement with the placement agent was terminated and the placement agent did not receive compensation for future sales; or (2) if the "disqualifying event" affected only such covered control persons, such persons were terminated or no longer performing roles for the placement agent that would cause them to be covered persons for purposes of the Bad Actor Rule.
  • "Covered persons" subject to the Bad Actor Rule include any person that has been or will be paid (directly or indirectly) for solicitation of purchasers in the offering as well as any director, executive officer, or other officer participating in the offering of such a solicitor. The "participation" in an offering is not limited to the solicitation of investors, but rather includes such activities as involvement in due diligence, providing structuring or other advice to the issuer and communicating with prospective investors, so long as any such activity is "more than transitory or incidental." Those performing administrative functions will generally not be presumed to be participating in the offering.
  • The Bad Actor Rule includes an exception to its disqualification provisions if the issuer establishes that it did not, and in the exercise of reasonable care could not, know about a disqualifying event. This reasonable care exception applies when, despite the exercise of reasonable care, the issuer was unable to determine the existence of a disqualifying event, was unable to determine that a particular person was a covered person, or initially determined that the person was not a covered person but subsequently learned that determination was incorrect.

The new C&DIs are available here.

NASDAQ Proposes Change to Listing Rules Regarding Compensation Committee Independence

On November 26, the NASDAQ Stock Market (NASDAQ) proposed an amendment to its recently amended listing rules covering the independence of compensation committee members. Earlier this year, NASDAQ adopted amendments to its listing rules regarding compensation committee composition, responsibilities and authority, which, among other things, prohibit the receipt of any consulting, advisory or other compensatory fees (excluding any fees for board or committee service) by compensation committee members. NASDAQ's current rule proposal would remove the bright-line prohibition on compensatory fees and instead require that a company's board, in affirmatively determining the independence of any compensation committee member, consider the source of compensation of the director (including any consulting, advisory or other compensatory fees paid by the company, without excluding fees paid for board or committee service). This proposal would harmonize NASDAQ's requirement with that of the New York Stock Exchange.

To view the full text of NASDAQ's proposed rule change, click here.

BROKER DEALER

FINRA Issues New Rules on Securities Borrowing, Customer Protection and Callable Securities

On December 4, the Securities and Exchange Commission approved rules proposed by the Financial Industry Regulatory Authority regarding securities loans and borrowings, permissible use of customers' securities, and callable securities. For securities loans and borrowings, Financial Industry Regulatory Authority proposed new Rule 4314, which requires a member firm acting as an agent in a securities lending or borrowing transaction to disclose its capacity as agent. The rule aims to clarify whether parties are acting as principals or agents when entering into security lending or borrowing agreements. When member firms loan securities to or borrow securities from a counterparty acting in an agency capacity, the rule requires the member firm to maintain books and records to reflect the details of the transaction with the agent and each principal on whose behalf the agent is acting as well as the details of the transaction. The rule allows a member firm that is a party to a loan or borrowing agreement with another member firm to liquidate the transaction whenever the other party becomes subject to one of the specified liquidation conditions. Additionally, no member firm can lend or borrow any security to or from any person that is not a member of FINRA, including any customer, except pursuant to a written agreement. Each member firm subject to Securities Exchange Act Rule 15c3-3 that borrows fully paid or excess margin securities from a customer must comply with the Securities Exchange Act Rule 15c3-3 requirements for a written agreement between the borrowing member firm and lending customer.

FINRA also adopted new Rule 4330 regarding the permissible use of customers' securities. The rule prohibits a member firm from lending securities held on margin for a customer that are eligible to be pledged or loaned unless the member firm first obtains written authorization from the customer permitting the lending arrangement. The rule also requires a member firm that borrows fully paid or excess margin securities carried for a customer account to comply with Securities Exchange Act Rule 15c3-3, provide notices to customers in compliance with Securities Exchange Act Section 15(e), and notify FINRA at least 30 days prior to the borrowing. Before any member firm engages in a securities borrowing transaction with a customer, the rule requires the member firm to have reasonable grounds for believing that the customer's loan of securities is appropriate for its financial situation and needs and that the member firm provide certain disclosures to the customer in writing. A FINRA member firm is also required to keep books and records evidencing compliance with these rules.

Finally, FINRA adopted new Rule 4340 to clarify requirements applicable to callable securities. The rule requires each member firm with possession or control of a callable security, in the event of a partial redemption or call, to identify such securities and establish an impartial lottery system to allocate the securities among its customers. The member firm must also provide written notice, which may be electronic, to new customers opening an account and to all customers once a year that describes how customers may access the allocation procedures on the member firm's website or obtain hard copies upon request. The rule prohibits a member firm from allocating securities to its own or an associated person's account during a redemption until all other customers' positions have been satisfied. This prohibition applies only when the redemption is offered on terms favorable to the called parties. When on unfavorable terms, a member firm cannot exclude its positions or those of its associated persons from the redemption.

The proposed rules with links to amendments, comments, and the approval order may be accessed here.

CFTC

Trade Associations File Lawsuit Over CFTC's Cross-Border Guidance

The Securities Industry and Financial Markets Association, the International Swaps and Derivatives Association, Inc. and the Institute of International Bankers (collectively, Trade Associations) filed a complaint challenging the legality of the Commodity Futures Trading Commission's Interpretive Guidance and Policy Statement Regarding Compliance With Certain Swap Regulations (Cross-Border Guidance) that was issued earlier this year.

The crux of the complaint is that the Cross-Border Guidance operates as a rule (even though it is not labeled as such) because it imposes mandatory requirements on swap market participants. Accordingly, the Trade Associations claim that the CFTC acted illegally when it issued the Cross-Border Guidance without adhering to the requirements of the Administrative Procedure Act (APA) and the Commodity Exchange Act (CEA) that apply to all formal CFTC rulemakings. The complaint further alleges that a number of CFTC rules that were adopted to give effect to Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Title VII Rules), including rules relating to the registration of swap dealers and swap execution facilities, mandatory clearing, and the process by which swaps will be deemed "made available to trade" were adopted in violation of the APA and CEA because the CFTC improperly failed to address the extraterritorial scope of those rulemakings.

Specifically, the complaint makes the following assertions:

  • The Cross-Border Guidance and the Title VII Rules are invalid because the CFTC violated the CEA by failing to evaluate costs and benefits in enacting such guidance and rules.
  • The Cross-Border Guidance and the Title VII Rules are invalid because the CFTC violated the APA by failing to provide interested persons sufficient opportunity to participate in the rulemaking.
  • The CFTC violated the APA by failing to respond adequately to comments it received about the Cross Border Guidance and the Title VII Rules.
  • The Cross-Border Guidance violates the APA because the CFTC acted arbitrarily and capriciously in determining the entities and transactions covered by the Guidance.
  • The Cross-Border Guidance violates Section 2(i) of the CEA by improperly regulating activities outside the United States.
  • The Title VII Rules violate the APA because the CFTC acted arbitrarily and capriciously in determining the entities and transactions covered by such regulations.

The Trade Associations have requested that the court vacate and set aside the Cross-Border Guidance and enjoin the CFTC from giving extraterritorial effect to the Title VII Rules.

A copy of the complaint is available here.

CFTC Delays Transaction-Level Requirements for Certain Non-US SD Transactions

The Commodity Futures Trading Commission's Division of Swap Dealer and Intermediary Oversight (DSIO) has delayed until January 14, 2014 the effectiveness its Advisory 13-69 issued on November 14 in which it took the position that a non-US swap dealer (SD) using personnel or agents located in the U.S. to arrange, negotiate, or execute a swap with a non-US person generally would be required to comply with transaction-level requirements for that swap. More information about Advisory 13-69 is available here.

This relief was provided in no-action letter 13-71 issued jointly on November 26 by DSIO, the Division of Clearing and Risk and the Division of Market Oversight. Pursuant to the no-action letter, non-US SDs using personnel or agents located in the United States to arrange, negotiate, or execute a swap with non-US persons that are not guaranteed affiliates or conduit affiliates of a US person are exempt, until January 14, 2014, from transaction-level requirements for such swap. However, if the counterparty for such swap is also a non-US SD, then the non-US SDs must still comply with the multilateral portfolio compression requirements and the swap trading relationship requirements under CFTC Regulations 23.503 and 23.504.

No-action letter 13-71 is available here.

CFTC Open Meeting on Proprietary Trading and Block Trading

The Commodity Futures Trading Commission will hold a public meeting on December 10 to discuss: (1) proprietary trading and certain interests in and relationships with covered funds; and (2) block trading for futures and options on futures on designated contract markets. Interested parties may view a webcast of the meeting at the CFTC's website or listen to an audio feed by calling a toll-free number.

More information is available here.

NFA Issues Guidance on Affirmation Process for CPO and CTA Exemptions and Exclusions

The National Futures Association (NFA) issued guidance on the annual affirmation requirement for persons operating under an exemption or exclusion from commodity pool operator (CPO) or commodity trading advisor (CTA) registration. Any person claiming such exemption or exclusion must annually affirm the applicable exemption or exclusion within 60 days of the end of each calendar year. Any person that does not affirm its applicable CPO or CTA exemption will be deemed to have requested to withdraw the exemption or exclusion. The affirmation process can be completed through NFA's online exemption system. NFA will publish on its website a list of all entities that have affirmed their continued eligibility for exemption.

More information is available here.

LITIGATION

Delaware Supreme Court Defines Unexhausted Insurance Policies as Property of Dissolved Corporations

The Supreme Court of the State of Delaware recently reversed a Court of Chancery decision declining to appoint a receiver for a dissolved Delaware corporation, Krafft-Murphy Company, Inc. (Krafft). The Chancery Court determined that a receiver was inappropriate because Krafft had no property for the receiver to distribute to potential tort victims. The Supreme Court disagreed, holding that an unexhausted insurance policy is property of the dissolved company even after its three-year wind-up period under Delaware law.

Krafft, a plastering business that supplied and installed an asbestos-containing product, dissolved in 1999. Petitioners were tort plaintiffs seeking recovery from Krafft. Krafft's only remaining assets were unexhausted insurance policies, which paid for the continuing litigation costs. Delaware law provides that corporations dissolved for more than the three-year wind-up period can no longer be sued; in order for tort victims to recover, a receiver must be assigned to handle the dissolved corporation's assets. The plaintiffs sought to appoint a receiver for Krafft's assets so that their cases could continue. The Chancery Court held that because Krafft had no property for the receiver to manage, appointing one would be inappropriate.

The Supreme Court reversed, finding that in Delaware a contingent contractual right is property under 8 Del. C. § 279, the statute for appointing receivers, to the extent the contingent right could still vest. The court held that unexhausted insurance policies could still vest, and that they should be considered property of the dissolved company. Because the court found that the insurance contracts were assets of Krafft, it held that a receiver must be appointed to manage those assets in tort litigation.

In the Matter of Krafft-Murphy Co., Inc., No. 85, 2013 (Del. Nov. 26, 2013).

District Court Denies Class Certification For Text Message Recipients Where Issue of Consent Predominate

The United States District Court for the Northern District of California recently denied class certification for plaintiffs alleging a claim under the Telephone Consumer Protection Act (TCPA). Plaintiffs alleged that Wise Media, LLC (Wise), illegally signed up cell phone users for subscription plans to receive texts offering trivial information such as horoscope updates and celebrity gossip. Wise then charged the plaintiffs a $9.99 monthly fee. Because the action against Wise Media was stayed, plaintiffs pursued their claim against "aggregators," which plaintiffs alleged facilitated Wise's purported scam by processing billings and monitoring customer complaints. Plaintiffs also accused Mobile Messengers of enrolling them in subscription plans without their consent by means of a software platform owned by Wise.

The court held that for plaintiffs to certify a class asserting a TCPA claim, they must show the lack of consent is common within the class. The TCPA requires that the defendant called or texted a cellular telephone, using an automatic telephone dialing system, without the recipient's prior consent. The court held that the issue of consent could not be proven on a class-wide basis because individual questions would abound. In addition, the court found that plaintiffs' speculation that Wise engaged in mass fraud to sign up users was insufficient to demonstrate that consent would be common to the entire class. Accordingly, the court denied class certification.

Fields v. Mobile Messengers Am., Inc., No. C 12-05160 WHA (N.D. Cal. Nov. 18, 2013).

Gruss v. Zwirn: SDNY Strikes a Blow Against Selective Waiver

On November 20, US District Judge Paul G. Gardephe of the US District Court for the Southern District of New York issued a decision with potentially significant consequences for attorneys conducting internal investigations and parties seeking to obtain (or shield) disclosure of witness interview notes memorializing such investigations. Gruss v. Zwirn, 09-CV-6441 (S.D.N.Y., November 20, 2013). Judge Gardephe's ruling, issued in a defamation action brought against a hedge fund by a former employee, followed a request for clarification after an earlier ruling in July. Through the two rulings, Judge Gardephe ordered production, for in camera inspection by the court, of interview notes prepared by outside counsel for the fund pertaining to 21 witnesses whose statements were obtained in the course of an internal investigation. The witness statements were voluntarily disclosed to the Securities and Exchange Commission, in summary form, through PowerPoint presentations. Judge Gardephe found that the fund's voluntary production of the PowerPoint presentations to the SEC containing summaries of what the 21 witnesses told outside counsel during the internal investigation constituted a subject-matter waiver warranting the production of the underlying witness interview notes, subject to redaction of opinion work product material (which plaintiff in the defamation action did not seek).

Judge Gardephe's rulings offer a broad application of the Second Circuit's decision in In re Steinhardt Partners, L.P., 9 F.3d 230 (2d Cir. 1993), and further limit the utility of the "selective waiver" doctrine, under which a party may, under narrowly circumscribed conditions, voluntarily produce privileged material to an adversary on a selective basis, while maintaining the privilege as to others. Indeed, Judge Gardephe's rulings arguably expand on Steinhardt's repudiation of selective waiver in three important ways: (1) the court ignored a confidentiality agreement between the fund and the SEC that sought to insulate the voluntary SEC production from a waiver claim, finding that a carve-out in the confidentiality agreement permitting disclosure "in furtherance of [the SEC's] discharge of its duties and responsibilities" rendered the agreement illusory; (2) the court extended the waiver to witness interview notes prepared by outside counsel that were not themselves produced to the SEC; and (3) the court expanded on doctrinal opposition to selective waiver, highlighting purported "strategic and manipulative" abuses of selective productions while minimizing the indisputable salutary purposes of the doctrine (e.g., promotion of cooperation with governmental investigations).

Continue reading

BANKING

Three Financial Regulators Set Volcker Rule Meeting Date

On December 3, three of the five regulators charged with writing the Volcker Rule released notices that they will hold votes on the rule. The U.S. Commodity Futures Trading Commission, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation issued "Sunshine Act" notices saying they would hold open meetings on December 10 to discuss and vote upon the rule. It has also been reported that Comptroller of the Currency Thomas Curry will also take action on December 10. The Securities and Exchange Commission at this writing has not given notice of its meeting date, although it is expected that the SEC will act soon after the other agencies issue their version of the rule. While the agencies are under legal compulsion to consult with each other about the rule, which must take effect in July, there is fear in the markets that some agencies will issue stricter versions of the rule than others. While it has been reported by The Wall Street Journal that "people familiar with the discussions" say the agencies have reached broad agreement on how to define hedging, even small differences in how terms are defined, much less interpreted, could result in differences in how entities conduct their operations. There is also fear that financial entities in other countries could have a competitive advantage over those institutions subject to the rule, which is expected to be enforced starting in 2015.

FinCEN Issues Advisory on Jurisdictions with AML/CFT Deficiencies

The Financial Crimes Enforcement Network (FinCEN) on December 4 issued an advisory to financial institutions based on the Financial Action Task Force's updated lists of jurisdictions with strategic anti-money laundering and counter-terrorist financing deficiencies. These changes affect US financial institutions' obligations and risk-based approaches with respect to relevant jurisdictions.

The advisory can be viewed here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions