LEGAL ANALYSIS. Exclusive dealing by a monopolist is condemned under Section 2 of the Xxxxxxx Act, 15 U.S.C. § 2, when the challenged conduct significantly impairs the ability of rivals to compete with the monopolist and thus to constrain its exercise of monopoly power.2 Agreements that foreclose key distribution channels are often found to have this proscribed effect and are deemed illegal.3 The factual allegations in the Complaint are consistent with a finding of monopoly power and competitive harm. Transitions’ policy of requiring exclusivity from its lens caster customers has foreclosed its rivals from over 85 percent of available sales opportunities at this level of the distribution chain. This foreclosure is particularly significant because nearly all photochromic lenses are first sold by lens casters – attempts to fabricate photochromic lenses at the wholesale lab or retailer level have largely been abandoned as uneconomical. The competitive impact of this exclusive dealing with lens casters is amplified by Transitions’ exclusionary practices with retailers and wholesale labs, which further impairs competitors’ access to competing photochromic treatment that wholesale labs. Additionally, Transitions’ agreements with retailers and wholesale labs generally provide a discount only if the customer purchases all or almost all of its photochromic lens needs from Transitions. Because no other supplier has a photochromic treatment that applies to a full line of ophthalmic lenses, Transitions’ discount structure impairs the ability of rivals to compete for sales to these customers. It also erects a significant entry barrier by limiting the ability of a rival to enter the market with a new photochromic treatment that applies to less than a full line of ophthalmic lenses. Transitions’ exclusionary practices with retailers and wholesale labs foreclose rivals, in whole or in part, from a substantial share – as much as 40 percent or more – of the retailer and wholesale lab distribution channels. can be applied to less than a full line of ophthalmic lenses because the lens caster is unlikely to be able to recoup the substantial profits it would have made from the sale of the full line of Transitions’ products. Similarly, the structure of Transitions’ discounts to retailers and wholesale labs – which are generally conditioned on the customer’s purchase of all or almost all of Transitions’ products – places competitors with less than a full line of photochromic lenses at a disadvan...
LEGAL ANALYSIS. Section 368(a)(1)(A) of the Code provides that a “Type A” reorganization includes a statutory merger or consolidation effected pursuant to the applicable corporation laws of the United States or a state or territory of the United States.
LEGAL ANALYSIS. The present motion is one to vacate a judgment based on the argument that the judgment is void. “A judgment rendered by a court lacking subject matter jurisdiction is 4 Judgment Entry Confirming Sale and Ordering Distribution, filed July 9, 2012. void ab initio.”5 “The authority to vacate a void judgment is not derived from Civ.R. 60(B) but rather constitutes an inherent power possessed by Ohio courts.”6 The defendant argues that the judgment rendered in the present case is void because the plaintiff failed to establish that it had standing to bring this foreclosure action. The Ohio Supreme Court has recently held that standing is a jurisdictional requirement and must be determined at time of the filing of the complaint.7 As such, a “lack of standing at the commencement of a foreclosure action requires dismissal of the complaint[.]”8 In the present case, the assignment of mortgage attached to the complaint establishes that Xxxxx Fargo is the current holder of the subject mortgage. However, the defendant argues that Wells Fargo did not establish that it was the holder of the note at the time the present action was filed. There is no endorsement, either blank or specific, on the subject promissory note. However, as noted above, the assignment of mortgage specifically states an intention to transfer the note along with the mortgage. The mortgage document refers to the promissory note and the note likewise refers to the mortgage.
LEGAL ANALYSIS. The more introvert discussion about the agreements is the exclusion of the provisions of the Double Taxation Avoidance Agreement (DTA) between India and Singapore is a tax treaty between two countries to avoid the double taxation of income that may flow between the two countries. Without the DTA, such income is liable to be double taxed i.e., two countries levy their own tax on the same income. This double taxation unfairly penalizes income flows between the countries and thereby discourages trade and commerce between the countries. To address this problem and to reduce the overall burden of a taxpayer, Singapore and India signed the DTA. Pursuant to the signing of the agreement, any income that is taxable in both the countries will be taxable only in one country according to the terms of the DTA. On such aspect is the inclusion for the ratio of proportion of royalties. Section 2 of the treaty clearly examines, elaborates, and indemnifies the contracting parties from a double taxation. Hence, without the application of the treaty, the withholding tax rate in Singapore for any royalties paid to non-residents is 10% whereas in India the withholding tax rate for any royalty paid to non-residents is 10% plus surcharge and cess. Under the DTA, the tax rate for royalties is 10-15% depending on the kind of royalty paid to non-residents. This aspect is in the favour of the INDIAN INVESTORS, as the royalties demanded with the damages occurred by the Franchisor are in total disagreement with a signed treaty. The damages sought by the Franchisor are of a high scale as well, as they demand a royalty based upon a 12-year agreement, if terminated, they demand the royalties in full, if the corporate agreement does not include any Force Majeure which alludes to the occurrence of a pandemic.ii Another gross discussion is of assignments, perks, and dividends distribution amongst the shareholders. Since Xxxxx 0, 0000, Xxxxx has abolished the DDT and the dividends will be taxed in the recipient’s hands. Instead, India has introduced a dividend withholding tax. The rate will be 10% for dividends paid to shareholders resident in India and 20% if paid to foreign investors (the India-Singapore DTA reduces this rate to 10 or 15% as described below). In Singapore, dividend distributions by a company are tax-free. Additionally, the recipient shareholder is also exempt from tax on dividend income. Article 13 of The DTA specifies the state in which capital gains are subject to tax.iii...
LEGAL ANALYSIS. Pre-nuptial Agreement in India sounds like an alien concept. India is a country that boasts of its rich culture and the love and warmth that people share.6 Unlike in India, European countries accept and recognize the concept of prenups, in European countries marriage is a contract between a husband and a wife whereas in India marriage is considered as a sacrament and thus introduction of prenups is a foreign concept. Ruling out any immediate change in law to recognise prenuptial agreement, the government has taken a view that it’s an “urban concept” and “too early” to give it a legal backing.7
LEGAL ANALYSIS. Preliminary title report, including title to legal ownership, rights, easements. Identification of significant title issues, if any, that could affect the project.
LEGAL ANALYSIS not disclosed to Block’s customers during the remainder of the Class Periods. Block acknowledges that there were no written disclosures In the RAL transactions other than, Block contends, in 1994. Block makes the purely speculative assertion that class members may have learned about the license fee “from their tax preparer or from press releases or other publicly disseminated documents.” (Block’s Post-Hearing Brief, p. 11). This is based upon one affidavit of a Block customer, which is vague and ambiguous. (Def. Exh. 56, 5). The Court will not credit such guesswork and conjecture. 4 Block contends that It received no income from pooling agreements attributable to RALs made in Alabama during the Class Periods. The Court will address this contention under its discussion of typicality, Infra. 5 Although not argued by Block, the Court notes that the alleged disclosure in 1994, discussed subsequently, could encompass the pooling agreements.
LEGAL ANALYSIS. Section 368(a)(1)(A) of the Code provides that a “Type A” reorganization includes a statutory merger or consolidation effected pursuant to the applicable corporation laws of the United States or a state or territory of the United States. Section 368(a)(2)(D) of the Code provides that the acquisition by one corporation of substantially all of the properties of another corporation, in exchange for stock of a corporation which is in control of the acquiring corporation, shall not disqualify a transaction under Section 368(a)(1)(A) if (i) no stock of the acquiring corporation is used in the transaction and (ii) the transaction would have otherwise qualified as a Type A reorganization had the merger been into the controlling corporation.
LEGAL ANALYSIS. A. Section 12(d)(1) Section 12(d)(1)(A) of the Act prohibits a registered investment company from acquiring shares of an investment company if the securities represent more than 3% of the total outstanding voting stock of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment companies, more than 10% of the total assets of the acquiring company. Section 12(d)(1)(B) of the Act prohibits a registered open-end investment company, its principal underwriter and any broker or dealer from knowingly selling the shares of the investment company to another investment company if the sale will cause the acquiring company to own more than 3% of the acquired company’s total outstanding voting stock, or if the sale will cause more than 10% of the acquired company’s total outstanding voting stock to be owned by investment companies generally. Subject to certain conditions, Section 12(d)(1)(G) provides that the limits under Section 12(d)(1) will not apply to Same Group Investing Funds.
LEGAL ANALYSIS. In response to the parties’ motions to amend, we now reconsider the legal underpinnings of our attorneys’ fees awards. Since the Company has not objected to Xx. Xxxxx’x recovery of the attorneys’ fees and costs incurred in litigating his successful ERISA claim, we will not revisit our ruling on that issue.3 Further, we agree with Xx. Xxxxx that Section 11.1 of his Employment Agreement, in conjunction with ERISA, entitles him to recovery of his reasonable litigation expenses in addition to fees and costs.4 See Docket No. 300 at 2. We therefore focus our attention on the award of fees and costs to the Company for its success on the non-ERISA claims. After doing so, we then address the more factually intensive issue of quantifying the fee and cost recovery to which each party is entitled.
