DLA Piper has advised Arsenal Capital Partners and Chromaflo Technologies, a supplier of pigment and chemical dispersions, on the acquisition of CPS Color.
King & Wood Mallesons has expanded its Western Australia practice with the appointment of energy and resources partner Shaun McRobert.
CIMA has published a statement of guidance that applies to investment funds regulated under the Mutual Funds Law of the Cayman Islands.
What you think you know about data privacy in Australia and overseas may just be wrong. This ‘top 10’ fact sheet dispels some common misconceptions about privacy.
Appleby has acted as Cayman counsel for Consun Pharmaceutical Group in relation to its listing on the Main Board of the Hong Kong Stock Exchange on 19 December 2013.
Appleby has acted as Cayman counsel for Fu Shou Yuan in relation to its listing on the Main Board of the Hong Kong Stock Exchange on 19 December 2013.
Appleby has acted as Bermuda counsel for Kerry Logistics Network in relation to its listing on the Main Board of the Hong Kong Stock Exchange on 19 December 2013.
In this final instalment, Thomson Reuters looks at the steps a new general counsel can follow in order to make a significant impact in the legal department.
Thomson Reuters provides a list of the top ways that will help both you and your legal department integrate with your company to function more like a business unit.
At the second meeting of the 13th CPPCC of Putuo District, Dacheng senior partner Shang Jiangang submitted a proposal on subsidising listed companies on the SEE.
Dacheng chairman Peng Xuefeg recently embarked upon a speaking tour of Europe, which took in a range of nations including Spain, Portugal and Romania.
A team of attorneys from Dacheng recently gave lectures on anti-bribery and anti-corruption for Stryker Corporation.
The Hong Kong office of Eversheds has advised BOCI Asia in connection with the HKD1.09bn initial public offering (IPO) of Consun Pharmaceutical Group.
Emma Edhem of No5 Chambers has been re-elected as the first female chairman of the Turkish British Chamber of Commerce and Industry (TBCCI) for a second term.
Taylor Wessing has advised PA Group on the sale of its full-service weather business, MeteoGroup, to General Atlantic.
Simon Rice-Birchall, partner at Eversheds, has said that after discussion over the potential abuse of zero-hour contracts, employers should expect some change to come.
Debevoise & Plimpton has published its FCPA Update for December 2013. The lead article is ‘Weatherford International enters the FCPA top 10 list with $152.5m in fines and penalties’.
Debevoise & Plimpton is advising AIA Group in a transaction where AIA and Citibank NA have agreed on a bancassurance partnership that encompasses 11 markets in the Asia-Pacific.
Conyers Dill & Pearman has acted for Turbine Engines Securitization in relation to a pool of 32 aircraft engines and the issuance of fixed-rate notes and an e-certificate.
For companies with a year-end of 31 December, the new remuneration reporting requirements for directors of UK-incorporated listed companies will kick in from 1 January.
The energy reform proposed by Mexico’s Peña Nieto administration has been approved by the Mexican Congress and by a majority of the Mexican state legislatures.
Debevoise & Plimpton is advising Clayton, Dubilier & Rice (CD&R) in its agreement under which a fund managed by CD&R will invest in PharMEDium.
Mills & Reeve has acted for the shareholders of Maynard & Harris Group on the sale of the company to RPC Group for an expected total deal value of £103.5m.
Eversheds has advised Emperor International Holdings, which through its wholly owned subsidiary Big Right Investment issued its inaugural USD listed notes.
NCTM has advised Willis Italia on its acquisition of the corporate branch of DSI Associati, which is currently chaired by Ettore Padrinin.
KPMG is perceived as having the strongest capabilities of any provider in the global sustainability assurance marketplace, according to the latest Green Quadrant report from Verdantix.
Eversheds has commented on the latest industrial trends survey from the CBI.
Debevoise & Plimpton has hired Tony Dymond as the sixth litigation partner in its London office.
Any contractor who has provided a collateral warranty on a construction project will be interested to learn of the recent case of Parkwood Leisure v Laing O’Rourke Wales and West.
The European Commission has published the revised euro thresholds for the application of the procedures for the award of contracts under the EU public procurement directives.
Sometimes it’s hard to be a tenant. There are plenty of bear traps to keep you standing by your landlord.
E-commerce businesses should take a look at the discussion of MFN clauses in the Competition Commission’s Provisional Findings Report in its private motor insurance investigation.
Bristows partner Fiona Nicolson and associate Christopher Smits appeared in a recent episode of the China Britain Business Council series aired on The Business Channel.
In this article, Walker Morris considers six of the most important developments in English commercial law to have occurred in 2013.
Mourant Ozannes has advised the Stanley Gibbons Group on the Jersey aspects of its acquisition of Noble Investments (UK).
King & Wood Mallesons has advised Catalyst Investment Managers on the sale of its outside broadcast and studios business Global Television to NEP Group.
Hogan Lovells has advised Advent International on the sale of Oxea, a global manufacturer of Oxo chemicals.
Mills & Reeve has acted for FactSet Research Systems on its strategic acquisition of a majority stake in Matrix-Data.
Memery Crystal has acted for Gaming Realms on its acquisition of Quick Think Media for a total consideration of approximately £2.2m.
Two recent judgments of the Federal Court have highlighted the potential for Australian competition law to affect distribution arrangements between principals and their agents.
The European parliament, European Commission and Cabinet Office have revealed the latest plans for EU adoption and UK implementation of the new EU Procurement Directives.
Minter Ellison has advised Eagle Downs Coal Management in connection to a drift construction contract for AUD142.8m won by WDS for Eagle Downs’ Hard Coking Coal Project.
Conyers Dill & Pearman has provided Cayman Islands advice to Cayman Hotel Holdings pertaining to the $130m refinancing of the Ritz-Carlton Grand Cayman property.
Following Prof Löfstedt’s review of health and safety legislation in the UK, a number of changes were introduced to address some of the concerns that had been identified.
The number of new offshore companies registered in the first half of 2013 increased in most jurisdictions when compared to the second half of 2012.
The change of name to the Intellectual Property Enterprise Court makes sense. This court deals with intellectual property cases of all kinds, not simply patent cases.
On the Register — first half, 2013 download
Appleby has released the third edition of On the Register, a report that provides insight about company incorporation activity going on in the major offshore jurisdictions around the globe.
This brief provides a condensed summary of the key changes brought about by the Incentives for Job Makers Act 2013.
The UK IPO has rejected Tesco’s stylised mark for the word CLUBCARD covering a range of goods and services, including loyalty cards.
If a TV-on-demand service based in Hong Kong is viewed for free by UK internet users without having targeted them, does it generate goodwill in the UK? The Court of Appeal has said no.
Employment law 2013 review: TUPE download
TUPE reform has long been part of the government’s proposals to cut red tape.
Arendt & Medernach has released its Luxembourg legal update for December 2013.
The UK IPO has held that a UK trademark registration owned by Gucci for its famous ‘double G’ logo should be partially revoked for non-use.
Another area in which the legislative draftsmen have been busy is whistleblowing, a convenient if emotive description of a member of staff reporting malpractice in his or her organisation.
E-commerce tools and the anonymity offered by trading over the web have long been exploited by traders of counterfeit goods.
The new Australian privacy principles attempt to keep pace with changing technology, emerging privacy issues and developments in privacy law in Australia and internationally.
Brands Update: phoning Brazil? download
The 25th Lower Federal Court of the City of Rio de Janeiro has issued its decision in the conflict relating to the trademark IPHONE.
The idea that by threatening to take action against someone who is infringing your trademark you yourself could be sued often strikes brand owners as odd.
Allen & Overy has advised Tank & Rast Group on the successful placement of €460m senior second-lien high-yield bonds and on the placement of a €240m PIK facility.
While most will eagerly anticipate the gifts the festive season will bring, this time of year can be treacherous for tenants and landlords alike.
New PRC Consumer Rights Law fills legal void governing data privacy protections — get ready for 3/15/2014 effective date download
The newly revised Consumer Rights and Interests Protection Law of the PRC is the first revision of China’s old Consumer Rights Law since its promulgation in 1993.
As we head towards 2014, the finance market is becoming more optimistic and competitive.
Global capital markets: 2013 marked as the year of the ‘come-back’. What’s in store for 2014? download
In the end, 2013 did not disappoint, with resurgence in equity offerings, promising company valuations and greater market liquidity.
The High Court has confirmed that the liquidators of a landlord can disclaim a lease, with the effect of terminating the tenant’s leasehold estate or interests in the land.
Failing to proceed with due diligence: can this constitute a repudiatory breach of a building contract? download
The Technology and Construction Court examined this issue in two cases and found in each case that it was not a repudiatory breach on the facts of the case.
The Technology and Construction Court has found that a letter could constitute a valid notice notifying a breach even if it did not expressly refer to the relevant contractual provisions.
InShort — 12 December 2013 download
Addleshaw Goddard has released the latest version of InShort, which provides updates on legal news relating to the banking and finance sectors.
The Bribery Act 2013 came into force on 16 December 2013 and it is largely based on the Bribery Act 2010, which came into force on 1 July 2011.
Debevoise has advised AIG in its agreement to sell its 100 per cent interest in International Lease Finance Corporation to AerCap Holdings.
The government has just published ‘Small Business: GREAT Ambition’, which sets out the measures it intends to enact to make access to public procurement easier for SMEs.
Minter Ellison has advised IAG on its acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers.
Hogan Lovells has advised the Alstom-Drax-BOC consortium, Capture Power, on the FEED contract awarded to the White Rose carbon capture and storage project.
Hogan Lovells has successfully advised on two capital markets transactions for a combined value of more than $355m.
Hogan Lovells has advised MOL Group on its agreement to acquire the entire issued share capital of Wintershall (UK North Sea) for a base consideration of $375m.
DLA Piper has advised NASDAQ-listed HomeAway on its purchase of Stayz Pty, a wholly owned subsidiary of Fairfax Media, for AUD220m.
DLA Piper has announced that partner Roy McDonald has been recognised as one of Silicon Valley Business Journal’s ‘40 Under 40’.
Pensions Priorities: law reform — new reporting requirements on directors’ remuneration for UK quoted companies download
Legislation came into force on 1 October 2013 that introduced a new legal framework for reporting on directors’ remuneration.
The Enterprise Investment Scheme and Seed Enterprise Investment Scheme offer a number of tax incentives to individuals investing in certain qualifying trading companies.
The Enterprise Investment Scheme and the Seed Enterprise Investment Scheme offer a number of tax incentives to individuals investing in certain qualifying trading companies.
DLA Piper has represented Fibra UNO, Mexico’s first publicly traded REIT, in its debut in the Mexican debt capital markets.
A new dawn for defamation? download
The Defamation Act 2013 comes into force on 1 January 2014. Shoosmiths provides details of the new regulations.
The government has announced ‘reverse-charge’ rules for the sale of businesses and farm land.
Welcome to the first edition of Explore, DLA Piper’s magazine for the mining sector. Three times a year, the law firm will bring you a selection of insights from its global mining team.
This article summarises the key points made by Popplewell J, in the recent case of Madoff Securities International Ltd (in liquidation) v Raven and Others (2013).
Mills & Reeve, alongside a number of other law firms, has advised GB Group on the financing of its new hotel development at Portland Crescent.
Appleby has acted as Cayman Islands counsel to Yi Hua Department Store Holdings in connection with its listing on the Main Board of the Hong Kong Stock Exchange.
DLA Piper has represented Isola USA Corp in connection with the refinancing of its senior debt and pay-down of other debt.
Appleby has acted as Cayman counsel for Times Property Holdings in relation to its listing on the Main Board of the Hong Kong Stock Exchange on 11 December 2013.
Eversheds has advised Milan-based Recordati Spa on the acquisition of 67 per cent of shares in Tunisian pharmaceutical company Opalia Pharma.
Debevoise & Plimpton is advising Landstar System in a definitive agreement to sell its Michigan-based supply chain subsidiaries to XPO Logistics for $87m in cash.
Xu Yongqian of Dacheng has signed a three-year-term strategic co-operation framework agreement on behalf of Dacheng with CASME.
Kabbani and Bruton of Eversheds have commented following news that the Gulf Cooperation Council has seen record growth in the number of industrial companies and workers.
Further to Walker Morris’s Energy Update last month, there have been a number of recent announcements worthy of note.
This guide examines the recent reform of e-disclosure obligations introduced to tackle the demands of modern business disputes and offers tips to help you stay ahead of the game.
Bawag PSK and Signa Group have signed the contracts for the sale of the postal office savings bank building at Georg-Coch-Platz in Vienna. Binder Grösswang advised Bawag PSK in this process.
It is a fundamental principle of English law that when assessing damages for breach of contract, any damages awarded should compensate the innocent party for the loss of its contractual bargain.
The Volcker Rule — an overview download
Federal banking agencies, the Securities and Exchange Commission and the Commodity Futures Trading Commission have adopted final regulations to implement section 13 of the ‘Volcker Rule’.
A new Criminal Procedure Code was enacted in Serbia in October 2013. The code has introduced the new concept of investigative proceedings into the process.
Debevoise & Plimpton is advising American Airlines in its agreements with Bombardier and Embraer to purchase, in aggregate, 90 new 76-seat regional jets.
George Osborne announced in his Autumn Statement that the government will introduce a climate change agreement for the UK data centre sector by the end of 2013.
KPMG International has announced record-high aggregated revenues of $23.42bn for the fiscal year ended 30 September 2013.
King & Wood Mallesons has advised Haier Electronics on a strategic investment agreement with Alibaba Group.
Minter Ellison has worked with Indigenous Business Australia (IBA) on the establishment of the Indigenous Real-Estate Investment Trust.
Chancellor George Osborne has delivered a fiscally neutral Autumn Statement, which was a ‘long-term plan for a grown-up country’.
In the third quarter of 2013, there were 538 deals announced offshore, with a combined value of $34.5bn.
The Public Interest Disclosure Act 2013 (Cth), which establishes a new public interest disclosure scheme for the Commonwealth public sector, comes into force in January.
Australia treasurer Joe Hockey has announced the removal of foreign investment conditions placed on Yanzhou in relation to its holding in Yancoal.
Cross-border investment and M&A between China and Europe in the clean energy sector was quiet in 2013.
With the right technology, in-house counsel can more proactively manage legal risk, reduce the cost of legal services and improve productivity.
Allen & Overy has advised JP Morgan Securities in connection with the capital increase of ThyssenKrupp, raising gross proceeds of approximately €882.3m in a private placement.
Allen & Overy has announced the appointment of Stephen Lloyd as a private equity partner in its London corporate group.
Appleby has acted as Cayman Islands counsel for U Banquet Holding in relation to its listing on the Growth Enterprise Market of the Hong Kong Stock Exchange.
Partner Cao Qi will advise the government of Jinshan District, Shanghai, on matters related to corporate restructuring and listing.
Hogan Lovells has recruited Antonin Lévy, a partner dedicated to white-collar criminal defence, to its litigation practice in Paris.
Semiconductor business leaders see less momentum today for a sustained industry recovery in 2014 than a year ago.
The latest instalment of ‘All-Consuming Legal Insights’, Taylor Wessing’s new video series, focuses on changes to consumer rights in the UK.
DLA Piper has advised Safestyle UK, a retailer of PVCu windows and doors for the UK homeowner replacement market, on a £77m placing on London’s AIM market.
The European Commission has announced its plans to both reshape the simplified merger notification process within the framework of the EUMR.
Over the last few years, major power projects such as offshore wind and nuclear new build have increasingly been procured on a multi-contract basis. With this in mind, here are ten things that a developer should be aware of when drafting and negotiating contracts for a multi-contract project.
An in-depth understanding of the unique legal environment in China is essential to fully understand compliance requirements.
Siena Group has been advised by Popovici Ni?u & Asocia?ii on taking entire control of Iasi City Center SA.
Remedies for breach of contract: Scottish courts will enforce payment and performance, not just damages download
If one party to a contract threatens not to perform their obligations, the innocent party has different options depending on whether they are able to raise court proceedings north or south of the border.
On 5 November 2013, the European Commission published draft revised guidelines on state aid for rescuing and restructuring firms (non-financial firms) in difficulty.
Wragge & Co and Lawrence Graham are set to merge, forming a new firm — Wragge Lawrence Graham & Co — from 1 May 2014.
While there is a need to protect the public, there is also scope for the sensitive words and expressions list to be simplified.
DLA Piper has advised BTG Pactual as arranger and placement agent of a $132.8m project bond offering by Planta de Reserva Fría de Generación de Eten.
Parmjit Singh, India trade expert at Eversheds, has commented following news that exports to India have increased by 20 per cent following UK trade delegations to the continent.
A KPMG survey indicates that while many large companies acknowledge corporate responsibility risks, their executives are not incentivised to manage these effectively.
KPMG has welcomed the publication of the International Integrated Reporting Council’s integrated reporting framework.
Minter Ellison has provided legal advice to TPG, which has entered into a binding sale agreement to acquire 100 per cent of Telecom New Zealand Australia.
The dispute arose under a memorandum agreement for the sale of a vessel on Norwegian Saleform 1993 terms.
Conyers Dill & Pearman has advised Aircastle on the offering of $400m aggregate principal amount of its 4.625 per cent senior notes due 2018.
DLA Piper has represented EdgeCast Networks in its acquisition by Verizon Digital Media Services. The transaction is expected to close in the first quarter of 2014.
Addleshaw Goddard has released the November 2013 edition of InSure. This section focuses on new legislation and consultations.
Allen & Overy has advised German pharmaceutical and chemical group Merck on its £1.6bn takeover offer of Luxembourg-based AZ Electronics Materials.
Appleby acted as Cayman Islands counsel to Dongpeng Holdings Company Limited in connection with its listing on the main board of the Hong Kong Stock Exchange.
Hogan Lovells has announced that the firm has relocated its Silicon Valley office from Palo Alto to a larger newly designed office in Menlo Park.
Ince & Co’s London-based commodities, shipping and commercial disputes specialist Stuart Shepherd has succeeded Steven Fox as the firm’s global head of trade.
Shoosmiths has hired Simon Edwards to its national commercial team, who has extensive commercial contracts expertise and specific experience in a number of sectors.
Eversheds has advised Malaysia’s third-largest listed plantation company, Kuala Lumpur Kepong Berhad, on a $21.3m cash offer for Equatorial Palm Oil.
No5 Chambers’ Timothy Jones and Victoria Hutton have successfully defended planning permission for a Morrison’s supermarket in the face of a judicial review application.
The court has confirmed that, where the negotiations are complex, a contract can be made in two jurisdictions.
InVest — November 2013: market news download
Addleshaw Goddard has released the November 2013 edition of InVest. This section focuses on market news.
Addleshaw Goddard has released the December 2013 edition of InCredit. This section focuses on advertising.
The answer, following the Privy Council decision in Caribbean Steel Company Ltd v Price Waterhouse (a Firm)  UKPC 18, is very fundamental.
Appleby has acted as Isle of Man counsel to private equity firm Vitruvian Partners in relation to its agreement to provide funding to support a management-led buyout of Royal London 360°.
Governance News — 10 December 2013 download
Governance News from Minter Ellison summarises the top headlines in corporate governance this week.
AUSTRAC and the Commonwealth Attorney-General’s Department have released an issues paper as part of a post-implementation review of Australia’s AML/CTF regime.
David E Grant of Outer Temple Chambers spoke at the recent Annual Winter Trade Finance Conference hosted by the International Chamber of Commerce.
SFO spotlight on construction sector download
The construction sector has recently come under the spotlight following comments made by the Director of the Serious Fraud Office.
Nominet, the UK’s registry operator, has announced that, from summer 2014, shorter .uk domain names will be made available for registration.
Global Data Protection Index download
This is only the second time that the Data Protection Index has featured in Global Intellectual Property Index, yet a number of trends are already apparent from the results.
‘Conversion’ consists of an act of deliberately dealing with goods in a manner inconsistent with the owner’s rights to use the goods, thereby depriving the owner of those rights.
Taylor Wessing looks at the latest news and updates in the data protection and information technology sectors.
Data protection news update — Europe download
In this briefing, Taylor Wessing focuses on European data protection news and updates.
The current position is that rent and service charges payable in advance and which fall due before the appointment of an administrator are not considered an expense of the administration.
The dilemma of delayed completion download
If a buyer fails to complete on the completion date, this will amount to a breach of contract.
Sandra Duerden from Mourant Ozannes has written a chapter focusing on Guernsey for the Getting the Deal Through: Right of Publicity publication.
An issue that comes up fairly regularly in redundancy selection is whether employers must consider all employees in similar roles or whether they can opt for a ‘pool of one’.
Hibbett v The Home Office is another case on the duty to make reasonable adjustments for an employee with a disability.
The introduction of compulsory pre-tribunal claim conciliation and forthcoming changes to the transfer of undertakings regulation download
This year saw a raft of changes to employment law being introduced by the coalition government and 2014 will be no different.
In Société des Produits Nestlé SA v Cadbury UK Ltd, the Court of Appeal gave careful consideration to the application of Article 2 of the Trade Marks Directive 2008/95/EC.
DLA Piper has acted for Knightsbridge Student Housing on its acquisition of additional student accommodation comprising of 224 beds in Lincoln.
DLA Piper has announced that Mariah DiGrino, an associate in the Chicago office, has been named as outside counsel of the Greater Chicago Food Depository, Chicago’s food bank.
The government of Western Australia has signed the Ord Development Agreement with Kimberley Agricultural Investment.
DLA Piper has advised the shareholders of Garwyn Group Ltd, a specialist liability adjuster, on its acquisition by insurance claims service provider Davies Group Ltd.
Minter Ellison has advised the founding shareholder of Zip Industries on the majority shareholding taken in the company by Quadrant Private Equity.
Debevoise & Plimpton has advised EIG Global Energy Partners on its most recent flagship investment fund, EIG Energy Fund XVI.
Appleby has acted as Bermuda counsel for Willas-Array Electronics (Holdings) in relation to its listing on the Main Board of the Hong Kong Stock Exchange.
Appleby has acted as Cayman counsel for Huaxi Holdings Company in relation to its listing on the Main Board of the Hong Kong Stock Exchange.
On 27 November 2013, the New South Wales parliament passed the Motor Dealers and Repairers Act 2013 (NSW).
Payment claims under the security of payment legislation are often served during the holiday period.
The FCA has published a ‘Dear CEO’ letter sent by Clive Adamson, FCA director of supervision, to the chief executive officers of mortgage lenders relating to changes to mortgage contracts.
In March 2013 the European Commission consulted on proposals to simplify procedures under the EU merger regulation.
Allen & Overy tax partner Lydia Challen has written an article for British Tax Review as part of its analysis of the Finance Act 2013 provisions.
BIS business names consultation download
BIS is set to introduce measures to reduce the list of sensitive names that new businesses and charities must get approval for prior to incorporation at Companies House.
Emma Edhem, barrister at No5 Chambers, has been interviewed by The Wall Street Journal and The Economist on matters of bilateral trade and investment between Turkey and the UK.
No5 Chambers’ Emma Edhem has received an award from Eduplus in Turkey for leadership in her field.
Kings Chambers has partnered with Manchester University law school.
Appleby has acted as Cayman counsel for Eprint Group in relation to its listing on the Main Board of the Hong Kong Stock Exchange.
Conyers has advised BW LPG on the Bermuda law aspects of its initial public offering and listing on the Oslo Stock Exchange in November 2013.
KPMG’s Larry Bradley believes that the IAASB’s proposals are an important first step towards better meeting the needs of users who want more insight into audits than is currently possible.
ESMA has published a discussion paper setting out its initial views on the implementing measures it is required to develop under the Market Abuse Regulation.
Conyers Dill & Pearman has announced that Christopher Page has relocated to the firm’s Singapore office to further support the expansion of its practice in Asia.
Dacheng has topped Asian Legal Business’s Asia Top 50 and China Domestic Top 20 Largest Law Firms lists
DLA Piper has announced that the firm has again been recognised by The Financial Times in its 2013 US Innovative Lawyers report.
Philip Myers of Eversheds has commented in response to the UK chancellor’s announcement that the rise in business rates will be limited to two per cent.
Stephenson Harwood has advised CSE-Global on the sale of one of its wholly owned subsidiaries, Servelec Group, for £122m.
This short article surveys some key news from Pierre Tallot who heads up the Taylor Wessing RCR practice in France.
The Bermuda Court of Appeal has held that statements in relation to assistance at common law to foreign officeholders made in an earlier Privy Council decision were not binding on it.
Tougher product liability provisions following the release of long-awaited amendments to consumer rights and interests protection law in China download
The rise of consumerism in China over the past 10 years has spurred greater regulatory enforcement in the area of product liability.
The Italian DPA has issued a decision introducing more stringent obligations for the transfer of data to call centres located in countries outside of the EU.
With increasing internet penetration throughout the country, the e-commerce industry, like other industries in China, is growing at a swift pace.
A tribunal decision that required a committed Christian to work on a Sunday on an occasional basis in accordance with her contract of employment did not discriminate against her.
In D.R. Horton, Inc. v NLRB, the US Court of Appeals for the Fifth Circuit overturned a controversial NLRB decision regarding class- and collective-action waivers.
This is an important decision that is helpful to administrators wishing to cut costs to avoid closure of a business pending its sale as a going concern.
Directors cede management powers on the appointment of administrators; however, the ability to cause the company to challenge the validity of appointment is an example of an exception to this rule.
Limited recourse clauses questioned download
The judge’s comments call into question the impact of limited recourse provisions and bankruptcy remoteness.
A recent case has underlined the importance of a regular review of founding documents to ensure that those documents continue to meet your not-for-profit organisation’s objectives.
Ninth Circuit eliminates presumption of irreparable injury for plaintiffs seeking preliminary injunctions in trademark cases download
The Ninth Circuit has ruled that a trademark plaintiff must establish a likelihood of irreparable harm to obtain a preliminary injunction in a trademark case.
Jonathan Elvey, head of Ince & Co’s Piraeus office in Greece, will be returning to the firm’s London office.
Eversheds has announced a tie-up with Mahons Attorneys in South Africa and El Heni in Tunisia.
Pamboridis has announced that its managing partner, Yiota Kythreotou, has been appointed as a district court judge.
NCTM has assisted IBM Italia in the acquisition of ACG, its division dedicated to the development and the distribution of management software, by TeamSystem Group.
The FCA has published a report summarising its thematic work on outsourcing in the asset management industry.
While this agreement is undoubtedly an historic diplomatic coup for the western diplomacy, the interim Geneva deal remains limited.
The Safe Harbor scheme is of key importance to transatlantic trade.
The FCA’s chief executive recently gave a speech that focused on conduct and ethics within firms.
The US SEC has released long-awaited proposed rules under the crowd-funding provisions of the Jumpstart Our Business Startups Act of 2012.
Anthony Korn says statutory framework details ‘must change’ to encourage employees to report wrongdoing.
Taylor Wessing has published its Radar: Technology & Communications Update for December 2013. This section focuses on communications.
Allen & Overy has announced the appointment of Peter McDonald to head the firm’s antitrust and competition practice in Australia.
Appleby has acted as BVI counsel to Dalian Wanda Commercial Properties in relation to the listing of US$600m (£367m) 4.875 per cent guaranteed bonds due 2018.
The November 2013 edition of the Employee Incentives Alert has been published by Addleshaw Goddard.
Co-head of Pillsbury’s energy industry team, Robert A James, authored this chapter in the publication The Oil and Gas Law Review.
Taylor Wessing has published its Radar: Technology & Communications Update for December 2013. This section focuses on cyber security.
Wragge & Co’s corporate team has advised Huhtamäki Oyj on its acquisition of UK-based BCP.
The Chambers UK Bar Guide has ranked No5 Chambers in 15 practice areas.
The law firm’s commercial team has won an award for its advice to Universal on the reorganisation of EMI.
Eversheds’ Asia managing partner has commented on the UK’s trade delegation to China.
On 28 November 2013, the Court of Justice of the EU gave judgment in two appeals by the Council of the EU against judgments of the General Court annulling the asset freezes imposed by the Council on two Iranian companies.
Tenancy of Shops Act in Scotland download
Unlike the position in England, in Scotland there is virtually no statutory protection for a commercial tenant at the expiry of their lease.
The government has confirmed that it will introduce a new system of shared parental leave by April 2015.
The UK’s living wage recently increased by 20p to £7.65 an hour outside of London and by 25p to £8.80 per hour in London. This equates to a pay rise of more than £450 for Londoners working full time.
In mid-November 2013, ASIC released a consultation paper in relation to the relief for employee share schemes from the disclosure (prospectus/PDS) and licensing requirements of the Corporations Act.
Governance News — 3 December 2013 download
Governance News from Minter Ellison summarises the top headlines in corporate governance this week.
This briefing includes a capsule review of the relevant provisions of the Dodd-Frank Act that were crafted to enhance corporate responsibility.
Is an employer obliged to make reasonable adjustments in respect of an employee who is not herself disabled, but who has caring responsibilities for a disabled person?
Independent Whistleblowing Commission publishes report on whistleblowing framework and recommendations for reform download
The report makes a total of 25 recommendations for reform of the whistleblowing framework — Addleshaw Goddard reports on some of the key recommendations in this briefing.
The EAT has held that an employee’s self-diagnosis is not necessarily conclusive.
The High Court has granted an interim injunction to enforce a garden leave clause in a stockbroker’s employment contract, so as to force him to stay at home for the duration of his 12-month notice period.
The government has published its response to the consultation on the administration of the new shared parental leave and pay system to be introduced in 2015.
Dismissals of football club employees shortly before sale of the club by the administrator not automatically unfair download
The Court of Appeal has found that dismissals of football club employees shortly before a sale of the club by the administrator were not automatically unfair under Regulation 7 of TUPE 2006.
This second instalment of ‘All Consuming Legal Insights’, Taylor Wessing’s new video series, focuses on protecting your business.
Stephenson Harwood has advised new client Kalibrate Technologies on its placing and admission to trading on the AIM market of the London Stock Exchange.
Part II provides an overview of the procurement process and what Japan is likely to expect from tenderers from commercial, compliance and cultural perspectives.
Hogan Lovells has advised EDF in relation to the issue of green bonds for a total value of €1.4bn (£1.2bn) — the first green bond ever issued by a corporate.
Conyers Dill & Pearman has advised Barclays Capital, Citigroup Global Markets and Wells Fargo Securities on a $400m offering by Energy XXI (Bermuda).
Each EU member state has different mandatory legal requirements protecting players, and these requirements generally apply to the terms that games businesses enter into with them.
This is the second of two looks at new measures being introduced by the Revenue to crack down on what it perceives as the use of partnerships for tax avoidance purposes.
There is an implied term allowing a paying responding party under an adjudication award six years from the date of payment to challenge the adjudicator’s decision.
The decision of the Supreme Court in London in the divorce proceedings of Prest v Petrodel Resources Ltd and Others was awaited with eager anticipation.
This article underlines the differences from the law or practice of the UK in three areas that have an impact on the enforcement of claims by creditors and shareholders of Bermuda companies.
King & Wood Mallesons has provided legal support to Beijing Zhongsou Network Technology Co.
Appleby has acted as Cayman counsel for PW Medtech Group in relation to its listing on the Main Board of the Hong Kong Stock Exchange.
King & Wood Mallesons has acted for the National Storage Group in relation to the establishment of National Storage REIT.
Dacheng partner Dai Jianmin, from the firm’s Shanghai international practice, has been awarded 2013 Competition/Antitrust Lawyer of the Year by Lawyer Monthly.
Conyers Dill & Pearman has provided Bermuda law advice to Maiden Holdings in connection with the offering by its wholly owned US holding company.
Dacheng and First Law International have held a conference at the law firm’s Shanghai office.
Allen & Overy’s international arbitration practice has again been ranked in the top tier by Chambers UK.
Conyers Dill & Pearman has provided BVI advice to Atlantis The Palm and Atlantis The Palm Holding Company on an $880m syndicated loan.
Appleby has acted as Bermuda and BVI counsel to Credit Suisse in connection with a two-tranche convertible bond issuance by Goldpoly New Energy Holdings.
Hogan Lovells has commented following the news that the European Commission has adopted a proposal for a directive to protect trade secrets against misuse by third parties.
Eversheds in Germany has advised Microsoft Deutschland on the relocation of its headquarters from Unterschleißheim to Munich, Parkstadt Schwabing.
Allen & Overy has advised Nationwide Building Society on the creation and inaugural issuance of £500m core capital deferred shares.
DLA Piper has won three awards at the Italian TopLegal Awards, held on 25 November in Milan to celebrate excellence in the Italian legal market.
Hogan Lovells has advised EDF in relation to the sale of its minority stake of 49 per cent in SSE to EPH.
In a surprising move, treasurer Hockey has ruled against the proposed acquisition by US company Archer Daniel Midland (ADM) of Graincorp Limited (Graincorp).
In today’s fast-moving commercial world where email negotiations abound, it is all too easy for parties to become inadvertently bound to unsuitable contracts.
The European Commission has announced a proposal for a Directive on trade secrets and confidential business information.
The treasurer has blocked Archer Daniels Midland’s proposed acquisition of Graincorp on the basis that it is contrary to Australia’s national interest.
DLA Piper has acted for Oncard International in the signing of a binding sale and purchase agreement with Great Bless Enterprises.
Rules to support the new framework for Commonwealth agencies, authorities and companies will be made under the Public Governance, Performance and Accountability Act 2013.
The China, Southeast Asia and South Asia Finance and Capital Market Legal Practice Forum and the 2013 annual meeting of Dacheng’s investment and M&A department recently took place.
Superannuation discussion paper released addressing regulation, governance, transparency and competition download
The Commonwealth assistant treasurer has released a discussion paper, Better regulation and governance, enhanced transparency and improved competition in superannuation, for public consultation.
Minter Ellison has recruited two former managing partners of international firms in Asia: Jem Li and Rebecca Silli.
Andrew Nunn, partner at Eversheds, has commented on news that Dubai-based property group Damac’s London flotation has been delayed.
This guide provides readers with an overview of Australia’s business rules, from foreign investment guidelines to taxation, consumer protection, intellectual property and the employment law system.
Research from KPMG reveals that many organisations take a narrow approach to talent management — one that is steadily weakening their competitiveness and agility.
DLA Piper has represented ACTIVE Network, a San Diego-based software company, in its $1.05bn acquisition by Vista Equity Partners.
The Commercial Court has ruled on a number of key legal issues concerning the duties owed by Lloyd’s brokers to remit funds promptly to clients and reinsurers.
Nabarro’s quick guide shows you how auto-enrolment will affect your business and provides you with a list of your obligations.
The Revenue has announced a number of measures to crack down on what it perceives as the use of partnerships for tax avoidance purposes.
James Klein provides an overview of the programme-level reporting issues that multinational corporations must manage with regard to their non-US long-term benefits plans.
Mark Forte and Tameka Davis of Conyers’ British Virgin Islands office discuss the duties of professional directors in BVI companies in the fourth-quarter issue of INSOL World.
Taylor Wessing’s new fixed-fee service is specifically designed to ensure technology SMEs are fully compliant with the law.
Minter Ellison has launched its Corporate HQ advisory hub — a central resource for directors, general counsel and company secretaries on corporate governance and law.
Conyers Dill & Pearman has advised 58.com in connection with an initial public offering on Nasdaq in the US of up to 25.3 million Class A ordinary shares.
Whistleblowing in Luxembourg download
Whistleblowing is the process of reporting wrongful, unethical or unlawful behaviour or misconduct internally or externally, i.e. to a third-party organisation.
Claim for cease and desist against sending unrequested ‘tell a friend’ recommendation emails via a recommendation function download
The Federal Supreme Court has found that a claim for cease and desist can be asserted against the company that provides a recommendation function at its webpage.
Governance News — 26 November 2013 download
Governance News from Minter Ellison summarises the top headlines in corporate governance this week.
Appleby has hired Orla Tynan as a trainee advocate in the Isle of Man litigation and insolvency team and Alicia Cain to the Isle of Man corporate and commercial team.
Naomi Rive, a partner from Appleby, has been listed in the 2014 Top 50 Most Influential Offshore Professionals list, which has been compiled by eprivateclient.com.
Taylor Wessing has launched ‘All Consuming Legal Insights’ — a series of short videos covering legal insights and developments in the consumer products sector.
Goodman Derrick’s technology group will be hosting Amoo Venture Capital’s start-up event on 10 December.
DLA Piper has been recognised by the BTI Consulting Group in its 2014 BTI Client Service A-Team: Survey of Law Firm Client Service Performance.
Judy Lee, a parter at Appleby, has won the offshore practice area individual award at the third annual Asia Women in Business Law Awards.
Allen & Overy has launched Peerpoint, which is hoped to provide a panel of experienced lawyers available to work flexibly for Allen & Overy on a contract basis.
The Financial Conduct Authority consultation paper — regulatory fees and levies: policy proposals for 2014–15
The Financial Conduct Authority will take over the regulation of consumer credit from the Office of Fair Trading on 1 April 2014.
Pre-filing and post-filing radio licence renewal announcement for stations in New Jersey and New York download
Full-power commercial and non-commercial radio stations and LPFM stations licensed to communities in New Jersey or New York must begin airing pre-filing licence renewal announcements on 1 December 2013.
A contract for insulation work on boilers at a power station was originally granted to Kitsons in December 2010.
The claimant worked as a beauty consultant in airside duty free at Heathrow Airport and formed a limited company.
The defendant entered into an agreement with an NHS trust for seven years provided the agreement could be extended in six-month blocks for up to a further three years.
As more details of the Contracts for Difference scheme become available, Walker Morris compares some of the key risks under each scheme.
Anglia Retirement Homes has been acquired by Ravelstone Care Homes. Specialists from Shoosmiths provided advice on the property elements of the deal.
Eversheds has commented on the announcement that China and the European Union will begin talks on a landmark treaty aimed at boosting investment.
Partner Nigel Stamp believes new guidelines for e-commerce in China are an encouraging development.
The Dodd-Frank Act amended section 4a of the CEA to require the Commodity Futures Trading Commission (CFTC) to establish position limits on an aggregate basis.
More than 50 participants have attended an event hosted by Karanovic & Nikolic on the implementation of transfer pricing in Serbia.
David Savage of Eversheds has commented following news that the World Trade Organization is close to sealing the first global trade deal in more than a decade.
Shoosmiths has advised on the acqusition of Anglia Retirement Homes, which was acquired by Ravelstone Care Homes.
Stephenson Harwood has advised the trustees of JLT UK Pension Scheme on the company’s £120m buy-in agreement of its defined-benefit liabilities with Prudential.
Public companies and large private companies that have been incorporated a number of years are likely to have accumulated a number of subsidiaries, some of which will be defunct.
Caroline Atkins discusses how Australian government agencies can gain the commercial solutions they need in ICT procurement while avoiding the pitfalls of open source licence risks.
India’s Competition Act takes shape with enforcement actions and appeals: key cases, key points for international companies download
Competition law in India has begun to take shape as major enforcement actions have worked their way from initial complaint to a finding of an infringement and appeal to the Supreme Court of India.
SFX Entertainment has bought 75 per cent of ID&T, a Dutch festival promoter, for $102m in cash and stock.
DLA Piper has advised Discovery Networks Benelux on a strategic partnership with Viacom International Media Networks to launch a joint sales house called BrandDeli.
Taylor Wessing has advised the shareholders of Germany-based social media platform operator Sharewise on its acquisition by Japan-based Minkabu.
Ogier has announced that partners Steve Meiklejohn and Philip Le Cornu have been included in Private Client Practitioner’s Top 50 Most Influential list.
KWM has advised Pacific Asset Management Co (PAMC) on setting up an asset-backed scheme for a special funding project through raising insurance funds.
Hogan Lovells and South African law firm Routledge Modise have announced the approval of their respective partnerships to combine their firms.
Hogan Lovells has announced that partners Lourdes Catrain, Michael Mason and Neal Katyal have been named on this year’s Law360 MVP of the Year list.
Eversheds’ Michelle T Davies has been named as the sector’s Woman of the Year at the Middle East Solar Energy Association’s annual solar awards presentation.
Turnover is £608m, up 7.5 per cent on the same period last year (£566m). The results reflect a steady improvement in trading conditions in most markets.
DLA Piper has represented northern Virginia-based CustomInk, an online T-shirt company, in a $40m (£25m) investment by private equity fund Revolution Growth.
Debevoise & Plimpton is advising PSAV in its definitive agreement to be acquired by affiliates of Goldman Sachs from its current private equity owner Kelso & Company.
Conyers Dill & Pearman has provided Cayman legal advice to Montage Technology Group in connection with an IPO on NASDAQ Global Market.
Conyers Dill & Pearman has provided Bermuda legal advice to Essent Group. This was the first IPO of a home mortgage issuer in nearly 20 years.
Appleby acted as Cayman counsel for JC Group Holdings in relation to its listing on the Growth Enterprise Market of the Hong Kong Stock Exchange on 21 November 2013.
Appleby acted as Cayman counsel for China Success Finance Group Holdings in relation to its listing on the Main Board of the Hong Kong Stock Exchange on 13 November 2013.
The FCA has published a consultation paper on its regulatory approach to crowdfunding. This briefing sets out how the CP will affect firms that operate crowdfunding platforms.
Regulatory risk update: online sales restrictions under scrutiny of European Antitrust Authorities download
Competition authorities in Europe are clamping down on restrictions or bans on online sales, especially sales over internet platforms such as Amazon and eBay.
State-sponsored GMO-labelling efforts faced defeat in Washington State’s November 2013 election.
The place of supply rules determine where businesses are obliged to register, collect and remit VAT due on their supplies and in which member state.
The Court of Appeal for Bermuda has delivered an important judgment about the jurisdiction of the Bermuda court to assist foreign liquidators by ordering the production of documents by persons in Bermuda.
There is no accepted formula for dealing with many of the issues that arise in negotiating a joint venture.
DLA Piper has advised as project legal counsel on the implementation of the first standardised online Intellectual Property Agreement Guide project.
DLA Piper has advised the Cabinet Office on the creation of SSCL, a joint venture between HM Government and Steria.
Mark Jones will be joining Hogan Lovells’ antitrust, competition and economic regulation (ACER) practice as a partner in the London office.
Shoosmiths has helped a holiday park operator complete the sale of its entire issued share capital in a deal worth £172m.
Walker Morris has advised InTechnology on the sale of its subsidiary InTechnology Managed Services to Redcentric for £65m.
The UK government maintains its drive to promote industrial and provident societies and staff mutuals with the publication of a recent consultation on IPS reforms.
New York insurers’ investments in firms engaged in Iranian energy sector activities treated as ‘nonadmitted’ download
New York has enacted Chapter 481 of the Laws of 2013, which adds a new section 1415 to the New York Insurance Law effective 11 February 2014.
Annual DTV ancillary/supplementary services report due for commercial and noncommercial digital television stations download
All commercial and noncommercial educational digital television broadcast station licensees and permittees must file FCC Form 317 by 2 December 2013.
Appleby Guernsey has announced the appointment of senior funds and finance lawyer Kate Storey, who has joined as counsel.
Mills & Reeve has advised PNC Business Credit on the provision of an asset-based lending facility to support the £15.9m management buyout of Virgin Wines.
The SEC has voted unanimously to propose Regulation Crowdfunding, the rules related to the offer and sale of securities through crowd-funded private offerings.
Through new legislation, we can read the the China Securities Regulatory Commission’s attitude regarding path selection on the reform of the asset-management business.
China’s Anti-Monopoly Law: review of merger control and merger remedies regime in China from 2008–13 download
This article presents an overview of the merger control regime, in particular the merger remedies regime in China from the perspective of practitioners.
According to statistics released by China’s Ministry of Commerce, Chinese outbound investment will continue its robust upward trend during the latter half of 2013.
King & Wood Mallesons has advised Goldenmars Technology Holdings on its successful listing on the GEM Board of the Stock Exchange of Hong Kong on 9 September.
KWM has acted as Australian counsel for JP Morgan and a syndicate of banks providing senior debt financing to support the acquisition of Echopass.
This is the first of four articles summarising the general duties and potential liabilities of a director of an English private company (which is not in a group with a PLC).
This is the second of four articles summarising the general duties and potential liabilities of a director of an English private company (which is not in a group with a PLC).
It has been reported that Germany will introduce legislation requiring German companies to allot 30 per cent of their non-executive board seats to women from 2016.
This is the third of four articles summarising the general duties and potential liabilities of a director of an English private company (which is not in a group with a PLC).
Commenting as two new companies plan to list on AIM, Eversheds believes the listings are indicative of wider comfort with the regulatory regime.
This article provides guidance for companies offering internship programmes when considering whether or not to pay NMW.
Emma Chadwick, head of litigation at Winckworth Sherwood, has written an article for Facilities Management Journal entitled ‘Combating squatters’.
Wragge & Co and Buck Consultants have announced a joint initiative aimed at assisting SMEs to fulfil their automatic enrolment obligations.
Incubators are not often commonly associated with corporates or business enterprises, yet young companies can benefit greatly from a period of ‘incubation’.
This is the fourth of four articles summarising the general duties and potential liabilities of a director of an English private company (which is not in a group with a PLC).
DLA Piper has announced that Dr Michael Burg has joined the firm’s corporate practice as a partner in the Cologne office.
Hogan Lovells has expanded its Los Angeles office with the addition of a long-standing corporate transactional team.
Guy Flynn, chair of DLA Piper’s Maryland real-estate practice, has been honoured with a 2013 Leadership in Law award by The Daily Record.
Goodman Derrick has received recommendations in all of its core commercial practice areas from Chambers & Partners and The Legal 500 in 2013.
Should your company reach out to Silicon Valley? If so, what do you need to know?
King & Wood Mallesons has advised the Transurban Group on its acquisition of all of the senior secured debt exposure of Sydney’s Cross City Tunnel (CCT).
The 2013 Legal Security Forum, organised by Dacheng, took place at the Capital Hotel in Beijing on 27 October 2013.
Appleby has acquired two of Coutts’ trust businesses as part of its strategy to grow its fiduciary and administration business.
Farhaz Khan has been identified by Legal Week as one of the 10 ‘most acclaimed young barristers making their mark’ at the commercial chancery bar.
Lawyers from DLA Piper in Kyiv have contributed to the World Bank’s 2014 Doing Business report, looking at the local market in Ukraine.
Eversheds has advised workforce payment solutions provider FleetCor Technologies on the acquisition of Epyx, a technology solutions provider to the fleet sector, from HgCapital.
Appleby has held a seminar entitled ‘Directors — do you know your duties?’, which was held on 15 November at the Old Government House Hotel, St Peter Port, Guernsey.
Minter Ellison has advised Dick Smith Holdings, which has announced an IPO of ordinary shares and a listing on the ASX.
This article summarises some of the technological innovations retailers are adopting to survuve in the tough economic market and their legal risks and implications.
Businesses should be aware that there is more than institutional change afoot when the new Competition and Markets Authority comes in on 1 April 2014.
Shoosmiths has provided advice to former CEO of Fitness First Colin Waggett for the launch of his new indoor cycling concept, Psycle London.
Companies legislation in Myanmar is set to become more investor-friendly – and it needs to
Eversheds has advised Allied Glass on a tertiary buyout backed by CBPE Capital.
KWM is acting for Credit Suisse (Australia), JP Morgan Australia and Macquarie Capital (Australia) on McAleese Group’s IPO of AUD166m and listing on the Australian Securities Exchange.
Ince & Co has advised the majority shareholders of Interactive Ideas, an enterprise software distributor, on the sale of its business to Storit
This update from Ince & Co highlights recent relevant court decisions that raise points of significance for its readers.
Conyers Dill & Pearman has advised International Housewares Retail Company regarding its HKD600m listing on the main board of the Hong Kong Stock Exchange.
The Dublin office of Eversheds has advised on the takeover by Endo Health Solutions of Paladin Labs Europe.
The FCA has published its long-awaited response to consultation paper 12/25 entitled ‘Enhancing the effectiveness of the Listing Regime’.
Despite 20 states allowing the use of medicinal marijuana and two more allowing recreational marijuana use, employers remain unaffected.
In recent months we have seen a resurgence of legislative efforts — this time at the state level — that may change the playing field.
Yasmin Prest won her landmark divorce ruling when the Supreme Court ordered Mr Prest’s companies to transfer to her a number of properties as part of her lump-sum award.
A landlord and a tenant generally have opposing objectives when negotiating a new commercial lease.
Founder and lawyer
We advise on all aspects of company life, from the establishment of new businesses to the creation of inter-business relationships.
Partner Greg Hammond believes the deal brings potential gains for both parties.
Nabarro has released the November issue of its financial sector update.
Real-estate update — November 2013 download
Nabarro has reased its real-estate update for November 2013, which discusses HS2 and how retailers are using technology and sustainable urban drainage systems.
The core content of the innovation within the SHFTZ relates to reform in the financial area.
Luxembourg isn’t just a financial centre. Over the past few years, Luxembourg has made significant efforts to diversify its marketplace and to ensure its attractiveness as one of the leading countries in Europe in IT/IP and e-commerce.
The EU and the US are entering the second round of the Transatlantic Trade and Investment Partnership (TTIP) talks in Brussels.
DLA Piper has been advising Equinix, a supplier of data centre services, on the acquisition of the Kleyer 90 Carrier Hotel in Frankfurt.
DLA Piper has been ranked as a leading firm in the 2014 edition of World Tax, a directory of the leading tax advisory firms.
Changes to Belgian law on late payment in commercial transactions to enhance protection of creditors download
Changes to Belgian law on late payment in commercial transactions should enhance protection of creditors.
Appleby has reported stabilised offshore M&A activity and continued high levels of IPOs in Q3 2013, which the firm highlights in its latest Offshore-i Report.
Allen & Overy will be presenting a client seminar on 10 December called ‘Contracting with foreign states or state-owned entities: what are the risks and how can they be managed?’
Appleby has published the sixth edition of Offshore-i, which provides insights into the mergers and acquisitions activity going on in the major offshore markets.
The proprietor owned the trademark CATWALK registered since 1995. In 2010, an application was filed to revoke this word mark on grounds of non-use.
The latest decision concerns a dispute over Zynga’s launch of an online game in January 2012: ‘Scramble with Friends’.
In Asos v Assos, the High Court reviewed the approach to be taken to many issues that arise frequently when considering trademark conflicts.
Nissan applied in Austria for the word mark ‘Primera’ for automobiles in 2008.
There was a likelihood of confusion between the figurative mark ZOOSPORT and the earlier figurative mark ‘Zoot (or Zooz) sports’.
Setting a helpful precedent for famous logo brands, Lonsdale has won a UK trademark opposition against a ‘look-alike’ logo at the English High Court.
This judgment highlights the overriding objective of the IPEC, which is to assist small and medium enterprises in resolving their intellectual property disputes at low cost.
Allen & Overy has succeeded in the category of corporate law and has also been named Law Firm of the Year 2013 for Best Client Service.
Hogan Lovells has advised Astronics in relation to the acquisition of French company PGA Electronic.
Governance News — November 2013 download
Minter Ellison’s Governance News provides a synopsis of its weekly summary of corporate law and governance developments in Australia and overseas.
In UPMS v Fort Gilkicker, the High Court had to decide whether common law recognises the concept of double derivative actions.
The right for individuals to gain access to personal information that organisations hold about them is a core requirement of most data protection laws.
The access right is the right for an individual to ask whether an organisation holds and/or processes personal data relating to the individual and enables the individual to obtain a copy.
Organisations can find themselves drowning under the weight of subject access requests (SARs) if they are not adequately prepared.
King & Wood Mallesons (KWM) has secured a place on the Ministry of Commerce (MOFCOM) of China’s inaugural legal panel.
John McKendrick of Outer Temple Chambers has successfully acted for EDI in the case of DCAS Business School v EDI Plc.
Debevoise & Plimpton is advising AXA on its agreement with Mercantil Colpatria to acquire a 51 per cent stake in its insurance operations in Colombia (‘Colpatria Seguros’).
The Financial Conduct Authority (FCA) has published a further consultation paper containing updated proposals on changes to the UK Listing Rules.
The European Commission is considering amending the EU Merger Regulation (EUMR) to allow it also to review certain acquisitions of non-controlling minority shareholdings.
A story in the Financial Times has highlighted the emerging change in the way businesses address the reputational risk of their impact on society and the environment.
Pan-European e-commerce compliance download
Taxing digital content download
Neil McKnight, a senior associate in Taylor Wessing’s tax group, summarises some of the tax issues faced by businesses distributing content across borders.
Mills & Reeve has announced the appointment of Gayle Curry as a commercial partner in the health team. Curry joins from Morgan Cole.
King & Wood Mallesons has advised China Huirong Financial Holdings on its successful listing on the main board of the Hong Kong Stock Exchange on 28 October.
King & Wood Mallesons has acted for CBA Equities as lead manager and underwriter on the IPO of Affinity Education Group.
Hogan Lovells’ guide to the eligibility requirements and continuing obligations of admitting securities to the premium, standard and high-growth segments of the main market and AIM.
Parmijit Singh from Eversheds has commented on a move by regulators to remove trans fats from the US diet.
On 22 October 2013, the European Food Safety Authority published guidance on the renewal of the authorisation of feed additives.
The European Commission has published its work programme for 2014, outlining the legislative and policy initiatives that it will focus on next year.
On 25 October 2011, the European Parliament and the Council adopted Regulation (EU) No 1169/2011on the provision of food information to consumers.
With a delegated act, the European Commission has issued a draft rule amending Regulation 1169/2011 with regard to the use of the term ‘nano’ to describe food additives.
The European Commission has adopted implementing rules for applications concerning the use of generic descriptors under article 1(4) of Regulation (EC) No 1924/2006.
Conyers Dill & Pearman has advised Avolon, an aircraft leasing group, on the Bermuda law aspects of its $636m asset-backed securitisation for Emerald Aviation Finance.
Following the entry into force of some risk mitigation techniques, the second obligation under EMIR, i.e the reporting obligation, will start in February 2014.
M&A Index: Q3 2013 download
While dealmaking remained generally quiet in most markets in Q3, there are signs that capital flows are shifting from emerging to more mature markets.
In May 2006, the Alexandros T sank off the shore of South Africa; her owners commenced proceedings in the Commercial Court against the vessel’s insurers for an indemnity.
NCTM has a well-established practice providing tailor-made legal advice on a wide range of customs law matters.
Eversheds Ireland has played a key role in the takeover by Endo Health Solutions of Paladin Labs Europe for approximately £1.1bn.
No5’s Tony McDaid recently chaired a seminar looking at opportunities for Midlands law firms and businesses to engage in overseas opportunities from Birmingham.
While major UK retailers signed up for the traffic light labelling, European trade organisations have shown deep concern about the developments.
Does ‘all monies’ mean all monies? download
There is a difference in how ‘all monies’ guarantees and guarantees in respect of a specific obligation are treated.
HLC Environmental Projects Ltd (the company) was involved in two waste management and recycling projects based in Wales.
Addleshaw Goddard has appointed energy, shipping and international trade expert Mike Melwood Smith as a consultant to the firm’s Singapore practice.
Allen & Overy has advised Husky Injection Molding Systems on its acquisition of Schöttli Group. The sale is expected to close in early December.
Appleby has acted as lead counsel to Standard Chartered in connection with the consolidation of its two Jersey banking entities.
Hogan Lovells has advised Tokio Marine & Nichido Financial Life Insurance Co on its absorption merger with another group company, Tokio Marine Nichido Life Insurance Co.
King & Wood Mallesons has acted for Warburg Pincus in the sale of all of its shares in Transpacific Industries Group.
Eversheds has advised Eagle Ride Investments on the HKD270m public takeover bid for shares of Radford Capital Investment.
Section 234 of the Insolvency Act 1986 protects a liquidator from a claim in conversion.
Issues of company solvency are best determined at trial, with the benefit of a full hearing, rather than in the course of application for interim relief.
Hogan Lovells has advised Healthcare of Ontario Pension Plan (HOOPP) on a joint venture with Verdion Properties to establish a logistics platform across Europe.
Conyers Dill & Pearman has advised insurance specialist Lancashire Holdings on its placing to raise funds for the proposed acquisition of Cathedral Capital.
A recent Court of Appeal case explains the dangers of sellers relying upon valid ROT provisions where they want the price, not the goods, back.
Conyers Dill & Pearman has advised Odfjell Drilling on the Bermuda law aspects of its $400m initial public offering and listing on the Olso Stock Exchange in September 2013.
Guidance published on the implementation of the new directors' remuneration regime for quoted companies download
The GC100 and Investor Group has published guidance on how the new directors’ remuneration regime for quoted companies is to be implemented.
Winners of the British Fashion Council award will receive business and mentoring advice from DLA Piper.
DLA Piper has advised Bestinvest on its acquisition by a company owned by Permira.
Eversheds has advised Siemens on UK aspects of its joint venture with John Wood Group to create a global integrated rotating equipment service provider.
Wragge & Co has advised the founder of Mountain Warehouse on the £85m acquisition of the outdoor clothing and equipment retail business.
The Royal Institution of Chartered Surveyors (RICS) has published an information note entitled ‘High Streets — Beyond Retail’.
Hogan Lovells has recruited environmental, health and safety partner Louise Moore into its London environmental team.
A report by KPMG has revealed that culprits are predominantly employees colluding with others outside the organisation.
Stuart Fuller, global managing partner, has announced the new integrated global organisation structure that will focus the firm on delivering a powerful value proposition to clients.
The cost of stock-piling in the lead-up to Christmas, combined with the pressure caused by the usual rent quarter day in December, causes cash-flow issues for many businesses.
Electronic signatures not yet a substitute for the 'wet' signature in corporate transactions download
Finding an electronic equivalent to ‘wet’ signatures is necessary to the continued growth and development of e-commerce. However, it is difficult to find a nationally accepted fraud-proof process.
Interim injunctive relief is a powerful tool and the ability to freeze a defendant’s assets to prevent dissipation before a matter reaches trial can be an important protective step.
SCoTA provides template ’Relevant Standard Specifications’ for various types of coal.
The purpose of this white paper is to help in-house counsel bridge this gap by translating legal process improvement into a value proposition that will resonate with the chief financial officer.
What metrics are the most valuable to manage your legal department and show its value to stakeholders in the company?
Does your commercial guarantee bite? download
The case of John Spencer Harvey v Dunbar Assets plc demonstrates that a fairly typical approach can have potentially devastating consequences.
Ezra Borut, a partner at Debevoise & Plimpton, has been named recipient of Lawyers Alliance for New York’s 2013 Cornerstone Award.
The ATED tax, effective from April 2013, applies to companies (and similar kinds of structures) that own dwellings with an individual value of £2m upwards.
Allen & Overy has advised the syndicate of banks led by Credit Suisse on the successful initial public offering (IPO) by Cembra Money Bank.
The government’s Business Taskforce has recently published its proposals on legal reforms designed to address various barriers to business.
The 2014 edition of Chambers UK has recognised Pillsbury’s outsourcing and information technology practice and several partners.
The Takeover Code applies to all offers for companies registered in the UK, the Channel Islands or the Isle of Man whose securities are traded on a regulated market.
Business and company names are regulated to make sure that misleading names, which may imply unwarranted status or authority, cannot be used.
Walker Morris is regularly asked about the formalities of executing documents. The following are 10 of the most frequently asked questions.
The Office of Fair Trading has concluded its investigation into the membership terms of health and fitness operators.
DLA Piper has announced that Teri Donaldson has joined the firm’s litigation practice as a partner in the Houston office.
For many years, directors (and other executive officers) have faced deemed liability under Queensland law.
Eversheds has advised the UK arm of private equity group Baird Capital on its purchase of a majority stake in Alpha Financial Markets Consulting.
The Companies Act 2006 Regulations 2013, which came into effect on 1 October 2013, change the current narrative reporting framework under the Companies Act 2006.
When key employees leave to join a competitor, employers often risk losing other team members to the new employer too.
The guidance has been updated to reflect the revised version of the UK Corporate Governance Code and the FRC Guidance on Audit Committees.
Patricia M Hynes, senior counsel at Allen & Overy, has received the New York Law Journal’s 2013 Impact Award.
This briefing concerns the latest judgment in the Ablyazov matter following a third application brought by English court appointed receivers, in which the Jersey Royal Court held that it had jurisdiction to appoint the receivers (whose appointment had been recognised by the Jersey Court in an earlier judgment) as managers of a Jersey company.
Doing Business in Japan download
DLA Piper is pleased to announce the launch of the first edition of its Doing Business in Japan publication.
The new federal government proposes to conduct a ‘root and branch’ review of the Competition and Consumer Act 2010 to ensure a ‘level playing field’ for big and small business.
This advisory provides an overview of the anti-corruption enforcement risk in Brazil, summarises the new law, compares it with the FCPA and offers practical compliance suggestions for in-house counsel.
This briefing summarises current PRC laws relating to the board of directors and the board of supervisors of foreign-invested companies.
On 25 September 2013, the French government released the key measures of the draft Finance Bill for 2014 that would have a notable impact on French companies.
The German system for taxing dividends paid to minority shareholders that are subject to limited tax liability in Germany and have their seat in another EU/EEA member state constitutes a violation of European law.
Employee shareholder status download
As from 1 September 2013, companies are now able to enter into employee shareholder agreements with employees.
The French Parliament intends to strengthen the transfer pricing documentation requirements.
The 2014 edition of Chambers UK, released on 31 October, rates Kings Chambers ninth in number of rankings and fourth in number of practice area rankings.
Walker Morris managing partner Ian Gilbert is set to present at a Legal Sector Conference, examining some of the key elements that can influence the strategies of law firms.
Debevoise & Plimpton has announced that Brian F McKenna has been named international counsel to the firm, effective 1 November 2013.
The Code Committee of the Takeover Panel has published its response statement (RS 2012/3) to its consultation Companies subject to the Takeover Code (PCP 2012/3).
On 21 August 2013, the French Ministry of Finance updated the so-called ‘black list’ for 2013 (the list of non-co-operative countries or territories).
Debevoise & Plimpton has advised the Special Committee of the board of directors of Dell in its acquisition by Michael Dell and Silver Lake Partners
The size of the Diebold financial resolution raises questions about future enforcement of the FCPA, as well as the incentives for companies to self-report.
The Competition Commission has been conducting a market investigation into statutory audit services and has been reviewing clauses in loan agreements relating to the appointment of auditors.
Addleshaw Goddard has advised Andor Technology on its acquisition of Apogee and Spectral Applied Research.
NCTM has assisted Bucher Group in the acquisition by Giletta of the entire share capital of Gmeiner.
A KPMG survey of more than 440 chief financial officers has revealed that the majority are now poised to make the necessary investments and embrace intelligent finance models.
From 1 October 2013, changes have been made to two pieces of health and safety legislation in an attempt to help businesses comply with the law.
King & Wood Mallesons has announced the lateral partner appointment of Michael Perez to its tax team.
Lawyers from Walker Morris are advising Servelec Group on its proposed IPO on the Main Market of the London Stock Exchange.
DLA Piper has advised China Everbright and China Everbright Securities (HK) on the IPO of IGG on the GEM board of the Hong Kong Stock Exchange.
Unfair consumer practices incur a cost to the economy of around £3.3 billion a year and 60 per cent of the population has fallen victim to unscrupulous traders.
Buying a hotel — our top six points download
Whether you are an experienced hotelier or just starting out in the hotel industry, the process of buying a hotel can be a daunting prospect.
Business immigration changes download
Immigration into the UK continues to be a hot topic, with the government wanting to reduce net immigration.
Machine safety download
There are dozens of deaths and more than 40,000 injuries each year related to the use of machines.
The National Crime Agency has made a commitment to work closely with businesses in its fight against white-collar crime and cyber attacks.
Memery Crystal is a member of Oil & Gas UK, AMPLA and the AIPN.
Record levels of cash on balance sheets, and increasing boardroom confidence, will fuel M&A growth, according to a report from Hogan Lovells.
Debevoise & Plimpton has advised Clayton, Dubilier & Rice in its agreement to acquire John Deere Landscapes for $465m.
Three lawyers at law firm Sintons have been promoted to associate: Iona Sims, Anna Barton and Scott Cable.
Christopher Butcher QC and Benjamin Parker were counsel for Equitas in Equitas Ltd v Walsham Brothers & Co Ltd  EWHC 3264 (Comm).
NCTM Studio Legale Associato has advised Pandora in a lease agreement with Hines Italy Sgr for the location of its new Italian headquarters.
Kevin Cooper and Estelle Pattard have relocated to Ince & Co’s Monaco office to meet the demands of shipping, yacht, offshore energy and international trade clients.
Allen & Overy has picked up eight accolades at the annual IFLR Middle East Awards ceremony in Dubai, including the International Firm of the Year award.
The free-trade zone initiative is intended to be a pilot programme to provide a blueprint of how China will reform its economic structure.
Hogan Lovells has advised Liberty Global on the disposal of its international content division Chellomedia to AMC Networks for $1bn.
Genesis Housing Association has appointed Winckworth Sherwood as its sole legal provider under a new partnership contact.
Debevoise & Plimpton has advised Norilsk Nickel on the successful closing of a $1bn seven-year eurobond offering, with an annual coupon rate of 5.55 per cent.
Debevoise & Plimpton has announced that Andy Y Soh is joining the firm as international counsel, effective 29 October 2013.
Since the China (Shanghai) Free Trade Pilot Zone was approved by the State Council, investors have awaited detailed policies and regulations to be issued.
Individuals who fund a connected company with debt will no longer be entitled to a reduction in their taxable earnings where the company suffers a transfer pricing charge relating to the interest on that debt.
This guide addresses the issues that arise when an exempted company seeks to establish a physical office in Bermuda.
We are a specialist, dedicated team dealing with all manner of commercial contracts.
The Queensland Parliament passed the Directors’ Liability Reform Amendment Bill 2012 to reform Queensland’s laws imposing personal liability on directors for corporate fault.
Conyers Dill & Pearman provided Cayman Islands law advice to Kawa Capital Management in connection with its acquisition of certain units of Conergy.
The Danish Ministry of Science, Innovation and Higher Education has conducted a restricted procurement procedure for the operation of seven guidance centres.
DLA Piper looks at two recent Australian Takeovers Panel cases, namely Billabong International Ltd and Avalon Minerals Ltd.
Hogan Lovells has advised CLSA and CITIC Securities as the joint placing agents in respect of a placement of 115 million existing shares in Trigiant Group for HKD362.3m.
Hogan Lovells has advised Japan’s largest stationery maker Kokuyo on its acquisition of Riddhi Enterprises, a Mumbai-based notebook manufacturer.
Eversheds has advised Manchester Airports Group (MAG) on its joint venture in relation to the development of its £800m Airport City project.
This booklet addresses employees’ many commonly asked questions regarding international assignments.
The courts have recently considered both implied and express duties of good faith arising under English law. Is this likely to herald a sea change in parties’ contractual obligations?
7KBW has announced the publication of the Principles of the Law of Agency by Prof Howard Bennett, published by Hart Publishing.
The guidelines companies develop can vary widely, to address the different industries, cultures and environments in which they operate.
DLA Piper has advised the shareholders of R Griggs Group, the parent company and licensee of the Dr Martens brand, on its disposal of Griggs to an investment vehicle.
The specialist pharmacy team at Sintons has overseen the £37m management buyout transaction of pharmaceutical wholesaler DE Group.
Paul Marshall from No5 Chambers has co-authored the Chancery Bar Association’s response to the BIS’s paper on companies legislation reform.
Companies operating internationally often engage numerous — sometimes even thousands — of third parties around the world to help facilitate their business.
In the past decade, dramatic shifts have occurred in how labour unions engage the world’s multinational companies.
For even the most conscientious of companies, real hurdles exist to conducting fulsome due diligence in a global setting.
Under this new policy, in force since April 2013 but amplified by a new iteration in July 2013, bidders for government contracts valued at more than £5m must self-certify their tax compliance.
Automatic suspension not lifted ... sort of — Covanta Energy Ltd v Merseyside Waste Disposal Authority
It seems that there are still some procurement exercises under way that were begun before the implementation of the Remedies Directive in 2009.
Many developers frequently rely upon their right to terminate a contract if a project is severely delayed by the actions of another party.
Former minister for mines and petroleum, fisheries and electoral affairs The Hon Norman Moore has joined Minter Ellison as a consultant.
In April, Mills & Reeve blogged on the Equality and Human Rights Commission’s guidance on complying with the Public Sector Equality Duty from a procurement perspective.
The new directive on concessions is intended to clarify and standardise requirements and produce a more level playing field.
The Department of Health has just published the new versions of the standard NHS terms and conditions for the supply of goods and for the provision of services.
The new directive on public procurement is in the final stages of its journey into the statute book.
Mills & Reeve has recently examined a couple of cases that illustrate two different approaches of the courts to the application of time limits for procurement challenges.
Karanovic & Nikolic has hosted a cocktail for more than 100 clients, colleagues, diplomats and other notable members of the business community.
Following the publication of strong results from several leading UK retailers, James Batham, partner and head of retail at law firm at Eversheds, has commented.
Foreign investment and business participation in Thailand is often heavily regulated.
Conyers Dill & Pearman has advised Weatherford International, an oil and natural gas service company, on the sale of its 38.5 per cent equity interest in Borets International.
Jersey law firm Appleby has strengthened its property team with the appointment of David Le Brocq, who has joined the firm as conveyancing manager.
DLA Piper has acted for Greenland Holdings of China in the purchase of a stake in the Brooklyn Atlantic Yards project.
Governance news from Minter Ellison download
This briefing from Minter Ellison provides a synopsis of its weekly summary of corporate law and governance developments in Australia and overseas.
The Abu Dhabi Commercial Conciliation and Arbitration Centre circulated a draft version of its new arbitration rules in September 2013.
DLA Piper has moved its New Jersey office from Florham Park to the Class A office building at 51 JFK Boulevard in Short Hills.
Corporate lawyers from Hogan Lovells’ Silicon Valley office have helped Five Prime Therapeutics to finance its operations and to enter the public market.
A legal mortgage of shares ‘debentures’ and ‘other securities’ does not attach a security interest to the benefit of any shareholder loans made by the security provider.
Minter Ellison’s Vanessa Warburton has been awarded the Future Star accolade at the Lawyers Weekly Women in Law awards.
The National Development and Reform Commission issued a press release on 29 September 2013 reporting on its decision to impose sanctions on 39 companies in the tourism industry.
Hogan Lovells has been nominated for 11 awards at the upcoming Euromoney Asia Women in Business Law Awards 2013.
Parmjit Singh, partner and head of the international food and drink sector at Eversheds, has responded to a new report from Tesco into food wastage.
For many emerging companies, the road to a global workforce is paved with potholes.
Guidance (and a touch of solace) for compliance and legal personnel on potential supervisory liability download
Supervisory liability does not attach unless a compliance or legal employee truly functions in a supervisory capacity.
Debevoise & Plimpton has advised Wilsonart on its agreement to acquire Durcon, a manufacturer of laboratory-grade work surfaces.
Conyers Dill & Pearman has awarded Agnes Lee with the 2013 Conyers Dill & Pearman Prize in Commercial Law.
Aggressive tax management by multinationals, however legal, is in the public and political spotlight like never before, presenting clear reputational risks for M&A dealmakers.
One year into the auto-enrolment regime, some of the complexities encountered so far by employers in practice will shortly be ironed out.
The Cayman Islands Stock Exchange (CSX) is a leading offshore exchange for the listing of specialist debt securities, Eurobonds and insurance- and risk-related securities.
The Energy Bill will introduce contracts for different to replace renewable obligations certificates.
On 1 October 2013, general commercial and corporate law firm Pamboridis celebrated its 10-year anniversary.
Directors' pay: full disclosure download
The final pieces of the government’s jigsaw of reforms on directors’ pay have been slotted into place.
In the latest round of the government’s Red Tape Challenge, company filing requirements have been put under the spotlight.
Ownership and control of UK companies is under review following the government’s commitment to enhance transparency and increase trust in UK business.
The law of confidential information download
The law of confidential information is a useful tool for protecting commercially sensitive material, such as trade secrets, which cannot be fully protected by intellectual property rights.
On 25 September 2013, the French government released the key measures of the draft Finance Bill for 2014 that would notably affect French companies.
Hogan Lovells has hired partner Eduardo Ustaran to join its global privacy and information management practice.
China is one of the world’s largest markets for internet use.
In a helpful judgment, the Jersey Court of Appeal has upheld the decision of the Royal Court in Pirrwitz v AI Airports International Ltd and PI Power International Ltd.
Commercial negotiations for airport services in the UK spark reconsideration of airport market power: how does Australia compare? download
The outcome of the CAA’s consultation regarding Stansted airport may provide insight for the question of whether further regulation of Australian capital city airports is required.
In a 2013–14 Top Companies for Graduates to Work For list, compiled by TheJobCrowd.com, Shoosmiths scored 4.3 out of a maximum of 5.
The Hungarian Act on Bankruptcy and Liquidation Proceedings contains special rules on bankruptcy and insolvency procedures for major economic companies carrying out strategically important activities.
This year’s The Lawyer UK 200 results convey the clearest message yet that success lies in firms’ evolution to businesses that deliver services.
The Jersey Court of Appeal has upheld the decision of the Royal Court in Pirrwitz v AI Airports International Ltd and PI Power International Ltd.
The Australian Securities and Investments Commission (ASIC) has released class order relief for AQUA market exchange traded funds.
The UK ICO has prosecuted a pay-day loans company and its director for failing to notify that its business was processing personal data in the UK.
This briefing considers the potential for increased use of arbitration in cross-border financial services disputes and the implications for key stakeholders within the financial-services sector.
Stephen Rose, partner and expert in competition law at Eversheds has commented in response to a joint statement from the Office of Fair Trading, the Competition Commission and Monitor.
Informal business often have agreements that are partly oral, partly written, and in various forms. This can lead to difficulties should the contractual relations break down and result in litigation.
Selling a hotel company is no small project, whatever the size of the hotel.
Conyers Dill & Pearman has advised Dong Fang Container Finance (SPV) on its $200m Series 2013-1 asset-backed notes offering.
James Batham, partner and head of retail at Eversheds, has commented on the news that UK retail sales increased in September 2013.
The recent case of Torre Asset Funding v RBS reiterates that the contract is king, especially in the context of complex structured asset finance facilities.
Mills & Reeve has emphasised the need to read and understand insurance indemnity arrangements.
This briefing from Ince & Co focuses on three grounds of appeal in Genesis Housing Association Ltd v Liberty Syndicate Management Ltd.
Unfortunately an increasing number of owners of high-value properties are finding that they are victims of property fraud.
King & Wood Mallesons has assisted Wolong Electric Group Co in its major assets restructuring and thereby materialised the securitisation of overseas assets on the A-share market.
The introduction of the Commercial Rent Arrears Recovery system will abolish landlords’ ability to exercise distress.
When a tenant has fallen into arrears of monies due under a lease, its landlord needs to navigate through the complexities of the law to ascertain whether forfeiture is available as a remedy.
When trespassers occupy commercial property, landlords often face an uphill struggle to regain possession and can be faced with a host of associated costs.
Geoffrey Mead of Eversheds has commented on the revelation of a list of 30 EU regulations that a UK taskforce of business leaders believe should be scrapped.
Conyers has provided Bermuda legal advice to Bank of America in connection with a $3.1bn sale and repurchase agreement related to the acquisition by Amgen of Onyx Pharmaceuticals.
Legal 500 UK 2013 has recommended Ince & Co as a top-tier law firm in shipping and corporate and commercial.
King & Wood Mallesons has advised Quadrant Private Equity on its recent investment in Estia Health.
A cross-practice team from Shoosmiths has helped Allied London acquire ITV Granada studios.
This alert provides guidance on what private contracting parties affected by the US shutdown should consider.
Shoosmiths’ head of recoveries services compliance has warned businesses to be aware of the impact of new regulatory developments that have recently come into force.
Taylor Wessing has announced the hire of Matthew Jones to its construction and engineering group.
Taylor Wessing has been shortlisted for two categories in this year’s British Legal Awards: Private Client Team of the Year and Commercial Team of the Year.
TCEA will introduce a new statutory procedure that landlords must follow. The new procedure is called Commercial Rent Arrears Recovery and places additional burdens on landlords.
FATCA update — October download
The US Foreign Account Tax Compliance Act (FATCA) was enacted as part of the Hiring Incentives to Restore Employment (HIRE) Act on 18 March 2010.
Allen & Overy has acted as joint legal advisers with Minter Ellisons to the Lloyds Banking Group in respect of the sale of select Australian businesses.
KWM has represented Qingdao Haier Co in signing a share subscription agreement and a strategic partnership agreement with KKR & Co.
Stephen Kitts of Eversheds has commented on the UK’s preparations to cement stronger trade and investment relations with China.
Law à la Mode: Issue 11 — Fall 2013 download
The DLA Piper United States editorial team has published the Autumn 2013 edition of Law à la Mode, which brings together the latest industry news, comment and legal updates.
Stephenson Harwood has appointed a legal director and two consultants to its offices in China.
Two key features of the JOBS Act, when combined with certain advantages enjoyed by issuers in Rule 506 offerings, will open up a new category of ‘publicly offered private offerings’.
What is an indemnity anyway? download
There is a noticeable trend for the list of ‘indemnified’ losses in IT and outsourcing contracts to be getting longer and longer.
Audrey Williams has commented on the European Parliament Committee vote to endorse a proposal aimed at introducing binding legislation to increase the share of women on company boards.
Lloyds Banking Group has agreed the sale of its Australian asset finance business and its corporate loan portfolio to Westpac Banking Corporation for AUD1.55bn.
TMT industry group leader
Financial services and insurance industry group leader
Energy and resources industry group leader
Infrastructure industry group leader
Chief executive partner
Head of corporate division
Head of litigation and dispute resolution division
UK companies struggling with energy and emissions monitoring and reporting obligations should be aware that more obligations are coming.
ICAC recommends 11 strategies for preventing corruption in procurement and management of security services download
A report issued by ICAC is a timely reminder for government agencies to review their procurement and management processes, and establish adequate corruption prevention safeguards.
Dacheng senior partner Tu Chengzhou has been retained as an independent director of Rainbow Department Store Co in China.
Debevoise & Plimpton has advised the executive management and certain other shareholders of Arrow Global Group on its successful IPO.
Sintons has recruited lawyers Caroline Swift, Metab Hussain and Emma Pern to its corporate team.
Market entry — United States download
This market entry brief covers some essential issues companies should consider and be aware of as they prepare to enter the US market.
The Preliminary Draft Law covers all commercial lease agreements other than those relating to galleries and shopping centers and lease agreements relating to office areas.
King & Wood Mallesons has performed well in the Mergermarket M&A league tables for the first three quarters of 2013.
In this business insight, Walker Morris examines the proposed changes to TUPE , their practical implications and what businesses should be aware of at this stage.
Distress is being replaced by CRAR. This update looks at key features of the change and what this means for landlords and tenants.
Hogan Lovells has advised the trustees of KPP on the implementation and completion of a settlement of its claims against EKC.
Allen & Overy has topped the Asia Pacific (excluding Japan) M&A league tables for 2013 at Q3, by value, as reported by Bloomberg and Thomson Reuters.
On 29 September 2013, China officially launched the pilot free trade zone in Shanghai.
The London office of Debevoise & Plimpton has been shortlisted in the British Legal Awards 2013 in the London Office of the Year category.
This briefing provides a summary of the key requirements for the admission of equity securities of a trading company to a listing on the CISX.
Ogier in Guernsey has advised on the launch of a new investment vehicle, DP Aircraft I, which has raised $113m through a placing.
Our lawyers have highly specialised knowledge of commercial and contract law and the experience of dealing with a wide range of partners in commercial matters.
Appleby has acted as Cayman counsel for China Ludao Technology Company in relation to its listing on the main board of the Hong Kong Stock Exchange.
Appleby has acted as Cayman counsel for Ngai Shun Holdings in relation to its listing on the main board of the Hong Kong Stock Exchange.
Mourant Ozannes has acted as Guernsey legal adviser on the launch of Chenavari Capital Solutions.
The Milan office of Eversheds has advised UniCredit and a syndicate of banks on the sale of the Setai Fifth Avenue Hotel to Pacific Fifth Avenue Corporation.
The Office of the Australian Information Commissioner has issued for public consultation the second of the three tranches of Draft Guidelines for the new Australian Privacy Principles,
DLA Piper has appointed Richard Hans as co-managing partner of its New York office.
The Consumer Rights Bill, when introduced, would consolidate a number of existing consumer rights laws into one single legal framework.
The Office of Fair Trading has released guidance on ongoing contracts with consumers.
In 2011, a pensioner complained to Trading Standards after seeing a punnet of strawberries on sale in Tesco for £1.99, marked down to half price from £3.99 per punnet.
Taylor Wessing has announced the addition of a new office in Jakarta, Indonesia.
There has been a review of the legislative protection of consumer rights to introduce additional consumer protection rules similar to those found in more developed markets.
Goodman Derrick is set to exhibit at the Independent Hotel Show on 30–31 October 2013.
Ince & Co partner Kevin Cooper is the contributing editor for the fully revised and updated sixth edition of Getting the Deal Through — Shipping.
Issues of contractual commitment and determining when the specification of goods is part of their description
The court’s latest decision follows the full trial of Proton Energy Group v Orlen Lietuva on the question of whether a binding contract had been concluded between the parties.
Ports Botany and Kembla — a case study in optimising price and risk outcomes in a competitive sale process download
Much has been written about the NSW government’s stunning result from its 99-year lease of Port Botany and Port Kembla earlier this year.
The Takeovers Panel has had to consider the appropriateness of ‘lock-up’ devices put forward by a lender in a recapitalisation proposal for a financially distressed company.
‘The court is not a rubber stamp’: the message from the federal court in respect of second court hearings for schemes download
The Australian federal court has given us a salutary reminder that its role in approving schemes at the second court hearing is not perfunctory.
Underwriters and their associates should be extremely careful about making any acquisitions of target shares after having entered into an underwriting agreement.
We pay great attention to details of the actual state of affairs, the nature of the industry, the type of the investments sought and the particulars of the client’s expectations.
Eversheds has produced a guide for businesses on the different ways of resolving tax disputes, wherever they may arise.
Wide-ranging pension reforms were introduced by the Pensions Act 2008 and came into force on 30 June 2012.
NCTM has acted as a legal adviser to GCI in the transfer of 15 real-estate assets, valued at €635m, to an investment fund managed by Morgan Stanley SGR.
Allen & Overy’s M&A Index has revealed that the M&A market has given mixed signals in the third quarter of 2013.
On 1 October 2013, radical changes to the way in which executive pay is disclosed and reported came into force.
Debevoise has advised Freight One on the purchase of 100 per cent of the shares in ZAO StalTrans from Severstal.
Imperva has published a report on what it believes to be a major security weakness in the coding make-up of PHP.
The Communications Electronics Security Group has launched two schemes to help organisations rapidly obtain expert assistance should they fall victim to a cyber attack.
Conyers Dill & Pearman has provided Bermuda legal advice to Avila Capital Markets Group in its application on behalf of ACM Bermuda.
DLA Piper has advised ECT on its acquisition of Matrix, which provides energy management and energy efficiency services for commercial buildings.
PSD2 introduces the concept of a ‘strong authentication’ procedure for validating payment instruments.
The EC has found that EU regulators are interpreting the commercial agent exemption differently and that some firms are pushing the boundaries further than originally contemplated.
Guide to taking security in Guernsey download
This guide provides an overview of the process of taking security and enforcing security over Guernsey assets which will be subject to the laws of Guernsey.
Guernsey was the first jurisdiction to introduce a protected cell company (PCC) in 1997 and has been regularly using cell companies and refining the concept since then.
7KBW’s David Edwards QC has received the Insurance Silk of the Year award while the law firm won Insurance Set of the Year.
Our litigation and dispute management team in Europe, the Middle East, Africa and Asia has the specialist expertise to manage disputes whenever and wherever it is needed.
Eversheds is unique in having in its commercial contracting group a dedicated set of lawyers whose one function in life is to deliver effective contractual arrangements for their clients.
Our international team works closely with many of our largest clients, focusing on the strategic importance of good health and safety governance.
This month, Minter Ellison will launch its national CPD intensive programme.
Recent legislative activity illustrates how governor Chris Christie is striking the balance between making New Jersey business-friendly and protecting the state’s employees.
MOLITOR Avocats à la Cour has announced that Chan Park will join the law firm as a partner on 22 October 2013.
Minter Ellison’s corporate team has extensive and market-leading experience in all aspects of corporate and securities laws.
Recognised as one of five ‘elite’ competition practices in Australia, Minter Ellison advises on a significant proportion of Australian and New Zealand merger clearances each year.
We have a team of more than 60 dedicated lawyers, giving us a global perspective when dealing with the contractual, regulatory and financial issues that affect this sector.
Partner and head of Bucharest office
We are proud that our team of international M&A lawyers is a number-one team for European midmarket corporate transactions.
Our international outsourcing team includes a team of employment lawyers across the globe who can advise on the vital legal but also employment-relations aspects of your strategies.
Our international product liability and product recall team has extensive experience of handling product liability issues across Europe, the US and Asia.
Karanovic & Nikolic managing partner Patricia Gannon attended the World Business Forum in New York this week.
Shanghai’s new Free Trade Zone boasts a number of firsts, not least the speed of its creation.
DLA Piper has advised the Turkey-based international Coca-Cola bottler in its inaugural offering of $500m 4.750 per cent investment-grade notes due in 2018.
Allen & Overy has advised Saudi Arabian solar company Sun & Life on the acquisition of the insolvent solar division of the Flabeg Group.
Eversheds has announced a new pan-African strategy, which will focus on setting up the Eversheds African Law Institute and creating five key hub offices.
To continue to compete effectively and stand out in their product categories, food companies are under pressure to explore new options for growth.
It has been a hectic few months for the larger players in the food industry as they face head on the challenges posed by auto-enrolment.
European and UK competition authorities have been busy in the food and beverage sector so far this year.
Partner and head of Bra?ov office
Veronica Cocârlea has a general corporate and commercial practice as well as mergers and acquisitions expertise.
According to The Legal 500’s latest report on the UK legal industry, Walker Morris has achieved its best ever results, reinforcing its position in the top tier.
FTC and DoJ release updated model confidentiality waiver for use in cross-border investigations download
The FTC and DoJ have issued an updated joint model waiver of confidentiality for use by parties in cross-border merger and civil non-merger investigations.
In anticipation of the shutdown by the US federal government, the FTC and the DoJ released contingency plans that detail the impact on all aspects of the agencies’ operations.
Memery Crystal has improved on its rankings in the latest UK Legal 500, which was released on 26 September 2013.
Debevoise & Plimpton has announced that Brandon C Gruner and Le V Lam have been named counsel to the firm effective 1 October 2013.
Conyers Dill & Pearman’s London office has hosted a roundtable discussion on the subject of gender diversity in the boardroom.
DLA Piper partner Victoria Lee has been named by The Recorder on its list of ‘Women Leaders in Tech Law’.
The Court of Appeal has confirmed for the first time that a joint venture arrangement can give rise to an implied fiduciary duty owed by the director of one joint venture partner to another partner.
Josip Marohnic, attorney at law in association with Karanovic & Nikolic, discussed several topics at the recent SEE Private Equity and Venture Capital Forum.
With the changing political, social and regulatory environment in Myanmar, Chinese investors must consider new strategies to ensure the long-term success of their investments.
On 1 July 2013, the PRC Exit-Entry Administrative Law came into force. The law’s supporting regulation, the PRC Administrative Regulation of Entry and Exit of Aliens took effect on 1 September 2013.
This article considers the legality of non-compete clauses (NCCs) under the AML and the basic principles for the negotiation of NCCs in JV transactions.
The government has published a consultation paper on permitted development rights that proposes new planning rules to allow greater flexibility.
The Commercial Court has ruled that consequential losses arising from riots cannot be recovered from the public purse.
The reformation of distress download
The abolition of the ancient common law right to ‘distress for rent’ has been on the cards since the enactment of the Tribunals, Courts and Enforcement Act 2007.
Ogier has improved its Guernsey rankings and maintained top positions in Jersey in Legal 500 2013.
October employment law changes download
The last 12 months has proved an exceptionally busy period for employment law reform. This October brings fewer changes, but they are nonetheless noteworthy.
On 5 August 2013, Dacheng officially launched its office in Moscow.
The US capital markets — the largest in the world — have been all but closed to Chinese companies for more than two years.
Eversheds has advised polyester-fibre producer Advansa on the sale of assets used in its branded and speciality polyester products businesses to Invista.
Sintons has been recognised by The Legal 500 for its excellence and in-depth expertise across a range of legal disciplines.
Eversheds has advised Equistone Partners Europe on its investment in Whitworths, a UK supplier of dried fruit, nut and seed products.
Conyers Dill & Pearman has been named as a top-tier firm in the 2013 edition of The Legal 500 United Kingdom directory.
From 1 October 2013, the directors’ remuneration report in quoted companies needs to contain information about the company’s directors’ remuneration policy.
This case is a reminder of the importance of ensuring that all settlement negotiations are marked ‘subject to contract’ until the point where the formal written agreement is executed.
Debevoise & Plimpton has advised Forethought Financial Group on its sale to Global Atlantic Financial Group.
The importance of creating clarity of intentions during the negotiation process of any contract has been reiterated in a recent decision by the High Court.
On 30 September, key changes to the Takeover Code come into effect.
In the latest results, the Legal 500 has moved Appleby Guernsey up its rankings of commercial and banking and trusts practice groups.
This article examines the coalition government’s alternative carbon policy — Direct Action — and some of its likely impacts on Australian businesses.
Shoosmiths has been selected by Centro to advise on the development of the company’s Midland Metro Future Routes scheme.
Changes to the directors’ remuneration report requirements for quoted companies come into force this autumn and will apply to annual reports issued prior to the 2014 AGM season.
Chambers has over 40 barristers able to provide specialist advice and expertise in all matters falling within the wide-ranging ambit of commercial and chancery issues. No5 is able to provide in-depth analysis and advice at all levels.
Debevoise & Plimpton is advising New York Life Investments in its definitive agreement to acquire full ownership of Dexia Asset Management for €380m (£23m).
The latest edition of The Legal 500 has ranked Mills & Reeve as the fourth best law firm in the UK in terms of the number of top-tier recommendations received.
The Insurance Services Office’s 2013 additional insured endorsement revisions place heightened emphasis on contractual risk transfer language.
Cityrose Trading Pty Ltd v Booth highlights the need for suppliers to ensure that all of their transaction documents include adequately drafted pricing provisions and GST clauses.
Congress is working on new Iran sanctions legislation that would further target the activities of non-US companies with Iran, even when the activity has no US nexus.
Hogan Lovells has advised the lenders to the Blue Transmission consortium on the London Array project.
The court’s decision focused on how a GST clause can be void for uncertainty.
More AIM companies are set to become subject to the provisions of the UK Takeover Code at the end of September 2013 as a result of changes published earlier this year.
Discontinuance in Bermuda download
This memorandum outlines the steps necessary under the Companies Act 1981 of Bermuda for a Bermuda-exempted company to discontinue from Bermuda to a foreign jurisdiction.
Continuance in Bermuda download
This memorandum outlines the steps necessary under the Companies Act 1981 of Bermuda for a company incorporated outside of Bermuda to continue into Bermuda as a Bermuda-exempted company.
No5 Chambers has announced that Mark Anderson QC and Nageena Khalique have been shortlisted for The Chambers 100 UK Bar.
The SEC has approved a proposed rule requiring companies to disclose the median of the annual total compensation of all employees and the ratio of that median to the annual total compensation of their CEOs.
The vitality of an economic system is also measured by its dynamism in M&A, which means by the number and value of transactions involving transfers of shareholdings and businesses.
Chambers has announced that Paul Chaisty QC, Lesley Anderson QC and David Casement QC have been shortlisted in the Queen’s Counsel rankings.
Documents presented under a letter of credit must strictly comply with the requirements of the letter of credit in order for the issuing bank to make payment.
Cybernaut confirms that, as a matter of public policy, the court, not arbitrators, will deal with any underlying dispute and its adequacy as a basis for winding up.
Kings Chambers has announced that Aidan Reay has accepted a full tenancy following the successful completion of his pupillage.
Appleby recently opened its doors to 13 Caymanian students, who had applied to spend time working alongside the law firm’s experts over the summer.
Stephenson Harwood has advised the management team at SVG Investment Managers regarding its acquisition by Hansa Aktiengesellschaft.
The commercial and chancery team is dedicated to providing clients with clear, effective and practical advice in all types of commercial and chancery related disputes.
Shareholders do not have private rights of action to enforce the statutory obligation to make a mandatory tender offer.
DLA Piper has announced the appointment of corporate partners Bryan Pointon and David Ryan to its Australian practice, based in the Sydney office.
DLA Piper and Nabarro have acted on a £150m senior debt portfolio financing by Cornerstone Real Estate Advisers with investor and developer UK & European Investments.
Debevoise & Plimpton is advising The Westfield Group in its agreements to divest seven non-core shopping centres for $1.64bn (£1.02bn).
Robert and Vincent Tchenguiz’s victory highlights the key requirements for any business wishing to collect evidence confidentially and keep it behind the veil of ‘litigation privilege’.
Arbitration is being increasingly used by companies, particularly in the United States, to resolve disputes and avoid court litigation, including class actions.
Your company is probably spending too much time and money on anti-money laundering (AML) compliance — and it could still get fined by the regulator.
This article considers the key developments in the sphere of collective actions and briefly touches on other proposed developments for competition damages actions.
A respondent must be involved in the wrongdoing complained of by the applicant before the court will make an order requiring him to disclose information in his possession.
Draft Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 download
The Draft Consumer Contracts Regulations 2013 cover on-premise, off-premise and distance trader to consumer contracts subject to certain exceptions.
After a detailed review of the Riot (Damages) Act 1886, the Commercial Court has arrived at an unsurprising conclusion.
Administration order refused download
There was insufficient supporting evidence for the proposed administrator’s assertion that the administration of the Company would achieve one of the statutory purposes of administration.
Draft Consumer Rights Bill download
The Consumer Rights Bill (CRB) is in three parts. For the most part, this article looks at key issues in parts I and II.
The 2013 edition of the Legal 500 Latin America directory has recommended Pillsbury’s corporate and M&A practice.
Tobacco advertising Q&A download
While it has been decades since Congress banned cigarette adverts from the airwaves, broadcasters continue to ask for advice on whether they may air certain types of tobacco-related advertisements.
Sintons has advised on a £62.5m deal that saw a north-east-based healthcare property developer and investor acquired by a rival.
DLA Piper has advised PFW Aerospace GmbH, an Airbus subsidiary, on the sale of its French subsidiary Spécitubes to Leggett & Platt.
DLA Piper has represented Clearlake Capital Group LP in its purchase of the Futuris Automotive business from Elders Ltd.
Darryl Steinhause, a San Diego-based partner in DLA Piper’s corporate and real-estate capital markets practices, has been named as one of the ‘Top 100 Lawyers in California’ by the Daily Journal.
The Department of Commerce’s Bureau of Industry and Security has proposed significant revisions to the unverified list provisions in the Export Administration Regulations.
Ogier has been named Commercial Litigation Law Firm of the Year in Guernsey 2013 by Corporate International.
Walker Morris director Ray Watson will be joining the Debt Managers Standards Association (DEMSA) as non-executive chairman.
For the eighth year in a row, Pillsbury has been named to Working Mother’s 100 Best Companies list.
Winckworth Sherwood has appointed new partner Xuan Pollard to its corporate and commercial team.
NCTM Studio Legale Associato has launched its new trade and customs practice: the firm’s 19th practice area.
Appleby has advised Standard Chartered on the consolidation of its two banking entities in Jersey that created a single operating platform for its Jersey business.
Appleby has acted as Bermuda counsel to Tsit Wing International on a mandatory cash offer by Hero Valour Ltd worth an approximate total of S$65.48m.
With flourishing China-Africa relations, Chinese outbound foreign direct investment in Africa is expected to soar.
The subscription finance market is thriving. This is not surprising as it has experienced few defaults historically, and is therefore attractive to lenders.
The Security Interests (Jersey) Law 2012 is set to see a phased implementation and promises to revolutionise the methods for taking and enforcing security in Jersey.
Different jurisdictions are striving for the right balance in the regulatory frameworks governing equity-based compensation arrangements.
King & Wood Mallesons has advised Australian Agricultural Company Ltd (AACo) on its $299m capital raising.
Nabarro has advised John Laing Infrastructure Fund (JLIF) on a share issue and prospectus that is expected to raise up to £240m.
The regime for the buyback of own shares changed on 30 April 2013 with the coming into force of the Companies Act 2006.
Lobbying in Poland download
Words such as lobbying and lobbyist are still very often associated with the black economy for many civil servants and business people in Poland.
Appleby has advised Credit Suisse on its secured loan facility to Golden Chance (Saigo).
Under the ‘sunset clause’, any marketing authorisation for a medicinal product that has not been marketed for three years will cease to be valid.
DLA Piper has been recognised by the BTI Consulting Group in its newly published 2014 Litigation Outlook: Changes, Trends and Opportunities for Law Firms.
Conyers Dill & Pearman has advised Langham Hospitality Investments on its $550m (£345m) IPO, providing Cayman, Bermuda and BVI legal advice.
Allen & Overy has advised CPI International Minerals on the conclusion of the mining convention for its world-scale alumina project in the Republic of Guinea.
Allen & Overy’s antitrust team has played an active part in the 17th annual IBA competition conference held in Florence on 13–14 September.
Andrew Hine, a partner in Taylor Wessing’s private client practice, has been listed in Spear’s magazine’s ‘Top Ten Tax and Trust Lawyers’.
US Department of State issues significant changes to ITAR brokering, registration and other related provisions download
On 26 August 2013, the US Department of State issued its long-awaited brokering regulations as an interim final rule.
Conyers Dill & Pearman took home two honours at the recent Macallan ALB Hong Kong Law Awards for its work on the Yahoo! Inc/Alibaba buyback.
This memorandum has been prepared for the assistance of those who are considering the merger or amalgamation of a foreign corporation with a Bermuda exempted company.
Hogan Lovells has advised the unitranche and super senior lenders on Exponent Private Equity’s £190m dividend recapitalisation of thetrainline.com.
David H Schnabel, a tax partner at Debevoise & Plimpton, is to assume the chairmanship of the New York State Bar Association’s (NYSBA’s) Tax Section.
Stephenson Harwood has advised Baker Tilly on the acquisition of RSM Tenon Group by way of a pre-pack administration.
UK government publishes action plan implementing UN Guiding Principles on business and human rights download
On 4 September, the UK government released its Action Plan on Business and Human Rights, becoming one of the first countries to produce such a plan.
The EU is closer towards finalising its new market abuse regime, with the European Parliament giving its backing to the political agreement reached on a new Market Abuse Regulation.
Ogier Fiduciary Services (Guernsey) Limited has been named as the leading fiduciary firm in Guernsey at the ACQ Global Awards 2013.
Stephen Goff and Matthew Jacobs, litigation partners in DLA Piper’s Sacramento office, have been named in the Sacramento Business Journal’s 2013 Best of the Bar list.
Conyers Dill & Pearman acted as BVI counsel to Fountain Vest Partners (Asia) Limited on the $64m (£40.5) acquisition of LJ International Inc by way of merger.
DLA Piper has announced that Angela Crawford, partner in the firm’s Tampa office, has been named to Profiles in Diversity Journal’s 2013 list of Women Worth Watching.
Kiran Unni joined Outer Temple Chambers as a third-six pupil in September 2013.
Peter Morgan, who has experience with structured finance and private equity transactions, has joined the firm’s New York office as a partner in the structured products team.
Debevoise & Plimpton has announced that the Conseil National des Barreaux (CNB) has elected Jean-Marie Burguburu, a Debevoise lawyer, as president.
Debevoise & Plimpton has announced that Min Lee has rejoined the firm as counsel in its New York office and will closely with the firm’s privacy and data security practice as well as the firm’s intellectual property litigation group.
Amir Patel has been awarded the Sonia McMahon Memorial Award, which aims to help talented students who come from less privileged backgrounds pursue a legal career.
Appleby has been awarded Equity Market Deal of the Year and M&A Deal of the Year 2013 at Asian Legal Business’s Hong Kong Law Awards.
Hogan Lovells has announced that Cameron Cosby has joined the firm as a partner in its tax practice.
Conyers Dill & Pearman has advised Topaz Oil and Gas in connection with its sale by Renaissance Services to Interserve.
Allen & Overy has advised GlaxoSmithKline on the sale of drinks brands Lucozade and Ribena to Suntory Beverage and Food Ltd for £1.35bn.
The regime for the buyback of own shares changed on 30 April 2013, which could provide a warehousing opportunity for private equity-backed companies.
India's new company law regime download
On 30 August 2013, India enacted the Companies Act 2013, which has replaced the Companies Act 1956.
NCTM has assisted Swiss electronics company Radiomarelli in the acquisition of 14.3 million ordinary shares of common stock from Prime Acquisition Corp.
DLA Piper has advised David Lloyd Leisure Operations Holdings on the sale of the David Lloyd Leisure Group to TDR Capital for an undisclosed sum.
DLA Piper has played host to some of the UK’s fashion elite, welcoming senior members of the British Fashion Council and the recipients of NEWGEN MEN SS14 to a private dinner.
The London office of Debevoise & Plimpton has advised Cinram on its acquisition of Saffron Digital Media from HTC Corp.
Debevoise & Plimpton is advising Verizon Communications Inc in its agreement with Vodafone Group Plc to acquire Vodafone’s US group
Compliance obligations and according internal investigations have become increasingly important for internationally acting companies around the world.
Corporate lawyers from Walker Morris have advised leading home shopping brand Damartex on its acquisition of Coopers of Stortford for a headline enterprise value of £25m.
Appleby has announced that Eilis Kerford and Edward Perkins have received qualifications from the Association of Chartered Certified Accountants (ACCA).
The sixth edition of Appleby’s Offshore-i provides insights into the mergers and acquisitions activity going on in the major offshore markets.
Seda Akipek and Müjdem Aksoy of Cerrahoglu examine the implications of changes to Turkey’s commercial code that allow for electronic company meetings.O
Appleby has acted as BVI, Isle of Man and Jersey counsel for the Nan Fung Group in relation to its investment in Chinese developer the Forterra Trust.
In its latest Offshore-I report, Appleby has revealed a positive offshore market outlook with business confidence stabilising after several volatile years.
NCTM Studio Legale Associato has assisted the Cremascoli family in the sale of a 30 per cent stake of NGC Medical to Medtronic.
We are on the verge of the biggest change in the regulation of consumer credit since the passage of the Consumer Credit Act 1974.
The year of 2013 can be seen as a remarkable year for the State Administration of Foreign Exchange (SAFE) as it takes steady steps to consolidate its rules.
Data protection: time to take action download
On 25 January 2012, the European Commission decided that a substantial overhaul of data protection regulation is required and issued its proposals for change.
Shoosmiths’ new Spotlight service provides a fast, reliable, systemised review of business contracts.
For many public companies, significant efforts will be dedicated over the next few months to the company’s AGM.
Mourant Ozannes advises significantly more FTSE 100 and FTSE 250 companies than any other offshore law firm, according to ARL.
Ince & Co has advised UASC on a 10-containership order with Hyundai Heavy Industries.
Hogan Lovells has advised the trustees of KPP on the settlement of its claims against EKC and Kodak Ltd.
Rich Davis has joined DLA Piper’s corporate and finance practice as a partner in the Washington DC office.
DLA Piper has advised Arsenal Capital Partners, a New York-based private equity firm, in its acquisition of International Fiber Corporation (ICC).
Shoosmiths has made 18 associate promotions for 2013.
In today’s digital age, the prevalence of targeted online advertising is easily felt. However, the mainstay continues, at least for now, to be keyword advertising.
The British Paralympic Association (BPA) has today announced that international law firm Hogan Lovells will be their official legal services provider through to the end of 2016.
Addleshaw Goddard’s plan to increase its capability in Hong Kong has been approved by the country’s Law Society.
The August 2013 issue of DLA Piper’s Technology and Sourcing News e-newsletter is available now.
DLA Piper Paris has advised Michelin on the renegotiation of a major outsourcing contract with Xerox.
Mills & Reeve has partnered with the Department of Health to develop new terms and conditions for the supply of goods and services to the NHS.
Allen & Overy has advised ING Group on the KRW1.84tn sale of ING Life Korea to private-equity firm MBK Partners.
The German Federal Court of Justice, in a decision on 6 June 2013, has held a tax consultant liable for the consulted company filing late for insolvency.
Phoenix companies: prohibited names download
When a limited liability company fails and a director of that business continues to trade under the same or a similar name after its failure, there is often disquiet.
Ince & Co has released its latest update on UK anti-corruption measures.
King & Wood Mallesons has advised Mesnac Co Ltd on its successful acquisition of a majority stake in Test Measurement Systems, Inc.
The Arms Export Control Act requires the registration of brokers of defense articles and defense services, pursuant to regulations currently published in the International Traffic in Arms Regulations (ITAR).
The law of distress is an ancient common law remedy for the recovery of overdue rent.
Allen & Overy has announced its support of the 40th annual Fordham conference on international antitrust law and policy.
Allen & Overy has advised the International Finance Corporation (IFC) on the commercial agreements related to the development of Aura Solar I.
By any other name: mistaken identity download
In the case of Derek Hodd Limited v Climate Change Capital Limited the High Court delivered a judgment that may assist those who fall victim to the consequences of mistaken identity.
The High Court has recently delivered a judgment on the interpretation of a restriction on the transfer of shares contained in pre-emption provisions in a shareholders’ agreement.
Mills & Reeve has announced that it will be welcoming Investe São Paulo at its Cambridge office on 20 September 2013.
The demands of the marketplace are increasingly high and you need whatever advantage you can find to make sure your business is moving forward.
On 28 September a team of Hogan Lovells Lee & Lee lawyers and clients will attempt to scale Mount Rinjani to raise funds for MILK.
Appleby has acted as Bermuda and British Virgin Islands counsel for FMO on its participation in a syndicated loan of $90m to China Singyes Solar Technologies Holdings.
Mills & Reeve’s projects team has advised Aviva on four significant new projects this summer totalling more than £140m.
Delaware amends its LLC act: managers and controllers owe fiduciary duties unless LLC agreement provides otherwise download
Effective 1 August 2013, the Delaware General Assembly has amended Section 18-1104 of the Delaware Limited Liability Company Act.
Euromoney corporate tax handbook 2013: mergers and acquisitions in Ukraine — tax issues on the radar download
Despite the financial crises and turmoil lately, there has been some pick up in M&A activity on the Ukrainian market.
Appleby has been named ‘Bermuda market leader’ in the 2013 Legal Elite survey published by Intelligent Insurer, which aims to uncover leading law firms and lawyers in the insurance and reinsurance space.
'Off-the-clock' security checks and the Fair Labor Standards Act — what companies need to know download
The practice of conducting unpaid security checks of employees at their workplaces is under fire across the country.
There was a ripple of concern in both Jersey and the UK after the High Court’s decision in HSBC Bank v Tambrook Jersey Ltd  EWHC 866 (Ch).
A court is faced with a tension between upholding the primacy of an arbitration agreement and the court’s exclusive statutory jurisdiction to determine winding-up petitions.
DLA Piper has advised Orchard Supply Hardware Stores in the sale of its business to Lowe’s Companies Inc, which has been approved by the US Bankruptcy Court.
Addleshaw Goddard has released the July 2013 edition of its Employee Incentives Update. The update contains a round-up of developments in this area during July.
Franchising update: Commonwealth government responds to the review of the franchising code of conduct download
The Australian government has released its response to the review of the Franchising Code of Conduct and has accepted the majority of recommendations made by an industry expert.
The Haifu Case caused the private equity industry consternation until a clarifying judgment from the Supreme People’s Court of China in December 2012.
It has been common practice for a multinational company to dispatch expatriate employees to its affiliated enterprise in China to hold technical positions.
King & Wood Mallesons has advised Huayu Automotive Systems Company Limited (HASCO) on the acquisition of 50 per cent of Yanfeng Visteon Automotive Trim Systems Company.
Any commercial landlord or tenant will appreciate that a lease can be a highly valuable asset or a significant liability.
Following the Office of Fair Trading’s referral in late June 2013, the Competition Commission has revealed the framework for its consideration of payday lending in the UK.
The recent case of Benedetti v Sawiris and others is a valuable reminder of the key principles of restitution and unjust enrichment.
DLA Piper looks at the asset-light strategies of global hotel operators using a ‘quick to view’ educational referencing guide.
Representative offices of foreign companies in Ukraine have historically been a favourite target of the Ukrainian tax authorities.
Here are 10 key questions to help you understand if, and how, you will be affected by the European Market Infrastructure Regulation.
Ogier has advised OMERS Private Equity (OPE) on behalf of certain clients (AIMCo) on its successful bid for Vue Entertainment.
Changes to the Takeover Code mean that trustees of defined-benefit pension schemes will have more involvement where listed companies are being acquired download
The City Code on Takeovers and Mergers has been amended to take account of the growing importance of defined-benefit pension schemes in a takeover situation.
A recent case from the European Court of Justice warns that contracts between public authorities are not exempt from the procurement rules.
On 14 August, the Serious Fraud Office (SFO) announced that four men connected to Sustainable AgroEnergy plc have been charged with offences of conspiracy to commit fraud.
A cross-practice team at Ogier in Jersey and Guernsey has been formalised to create Ogier Local Legal Services.
‘Managing for Health and Safety’ is a new internet microsite published by the Health and Safety Executive (HSE) at the end of July.
The August 2013 issue of DLA Piper’s Asia: Corporate Newsletter is available now.
Last week’s announcement that the US Justice Department has charged a company with criminal insider trading has left the global hedge fund and banking industry reeling.
A new discussion paper published on 15 July by DBIS contains some radical proposals relating to the duties and liabilities of company directors.
King & Wood Mallesons has acted on Domino’s Pizza’s expansion into the Japanese market.
The PGPA Act, passed on 29 June 2013, will, when it commences, consolidate the two financial management frameworks established for Commonwealth activities.
Karanovic & Nikolic’s Rastko Petakovic has authored the Bosnia & Herzegovina and Serbia chapters of the fourth edition of The Merger Control Review.
The Commercial Arbitration Act 2012 (WA) came into force in Western Australia on 7 August 2013. It replaces the Commercial Arbitration Act 1984 (WA).
On 1 September 2014, criminal liability of legal entities will be introduced in Ukraine.
NCTM has advised Sacom on its acquisition of Agafert.
Brazil’s anti-corruption 'clean company law' goes into effect 1/24/14 — get ready to comply download
Brazil’s president, Dilma Rousseff, has signed Law n. 12.846/2013, popularly called the ‘clean company law’.
Stephen Climie and Ben Bradley from Outer Temple Chambers have achieved a substantial CICA award for an Australian national.
Pillsbury’s Thomas Shoesmith has participated in a roundtable discussion on the status of global mergers and acquisitions work.
Fifth Circuit decision exposes contractors to vicarious liability for double damages when employees receive personal kickbacks download
The Fifth Circuit has ruled that a contractor may be held vicariously liable for double damages under the Anti-Kickback Act, even when the kickback is taken by an employee.
It will be interesting to see what effect the latest changes to the UK Takeover Code have on takeovers.
King & Wood Mallesons and SJ Berwin are advising ASX-listed IRESS on its acquisition of Avelo FS Holdings, a provider of financial services technology in the UK.
Starting an airline requires entrepreneurs with drive, motivation and vision to turn the idea into a viable reality.
We live in an environment where new allegations of fraud arise daily or where the press announces that fraudsters are using new technologies to ‘clone, phish, spoof or pharm’.
The government has brought in new rules to close the judicial review loophole.
The time has come to reform the complicated rights of both consumers and businesses when buying goods and services.
In the case between VTB Capital plc and Konstantin Malofeev and companies connected to him, the Cayman Islands Court of Appeal has handed down a judgment of some significance.
A recent case considered how serious a breach of contract needs to be before it can be accepted as a repudiatory breach of contract.
Taylor Wessing has advised SGSB Group Ltd on its acquisition of KSL.
Italian merger-control rules download
The ICA has clarified how to determine the second threshold under the amended Article 16, paragraph 1, of Law no. 287/90 in the case of newly set-up joint ventures and mergers.
The Summer 2013 issue of Hogan Lovells’ quarterly Antitrust, Competition and Economic Regulation newsletter is available now.
Hogan Lovells has been named on the Working Mother Media and Flex-Time Lawyers ‘50 Best Law Firms for Women’ list for the second year in a row.
Working Mother has named DLA Piper as one of the 50 best law firms for women, recognising the many programmes it offers to attract, retain and promote talented female lawyers.
DLA Piper has welcomed the recently introduced Direct Investment Promotion Law in the State of Kuwait (Decree Law No. 116 for 2013).
Contractual representations and warranties are often referred to as ‘reps and warranties’. The differences between the two concepts are often forgotten, but the distinction is important.
With effect from 30 September 2013, the Takeover Code will widen the categories of companies it regulates partially removing the residency test for some companies.
This briefing note is intended to provide guidance to insolvency practitioners who wish to consider whether to seek repayment on behalf of the company of dividends paid to shareholders.
NCTM partners will be lecturers at Milan University next academic year, when a course in food law commences.
Shopping centre owner McArthurGlen has appointed RPC as its primary legal adviser for its commercial contracts work.
DLA Piper has advised Etihad Airways on its acquisition of a 49 per cent stake in JatAirways as part of an extensive strategic partnership between the two airlines.
Ince & Co has appointed lawyer Dimitris Seirinakis as a consultant based in the firm’s Shanghai office.
The Court of Milan has considered as an abuse of dominant position Ryanair’s refusal to grant access to its database and booking procedures to an online travel agency.
King & Wood Mallesons and SJ Berwin have joined forces to create a global law firm headquartered in Asia.
Law à la Mode — Issue 10 download
The summer 2013 edition (Issue 10) of DLA Piper’s Law à la Mode publication is available now.
Mining projects require rail and port access to get the resource from the mine to the export market.
Rihanna image infringed by Topshop download
The High Court has ruled in favour of pop star Rihanna against clothes retailer Topshop, which used an unauthorised image of her on some of its T-shirts.
Allen & Overy is advising HC Starck on its joint venture with Nui Phao Mining Company, a subsidiary of Masan Group Corporation.
The Court of Appeal has confirmed that the principle of open justice is paramount to the administration of justice in the courts of England and Wales.
Not for the first time the fashion industry is under fire for its recruitment policies. Could requiring staff to have a certain ‘look’ be the next form of discrimination?
The Trade Descriptions (Unfair Trade Practices) (Amendment) Ordinance 2012 came into law in Hong Kong on 19 July 2013.
The IRS has released Private Letter Ruling 201322009, which responds to a request for clarification on the proper application of certain ‘look-through’ rules.
DLA Piper has announced that David Durham has joined the firm’s employment practice as a partner in the San Francisco office.
DLA Piper has represented WP Carey, a publicly traded REIT, in a merger with CPA:16, its publicly held non-traded REIT affiliate.
Partner (real estate)
The Department of Energy and Climate Change is currently consulting on proposals for a new Energy Savings Opportunity Scheme.
This case concerns the calculation of contractual damages in respect of defective goods. It deals with a situation where there was no clear purchase price for the defective goods and the purchaser had, in any case, been able to fully recoup the cost of acquiring replacement goods.
Contract law update: Gold and Copper Resources Pty Ltd v Newcrest Operations Ltd  NSWSC 281 download
In this case, the NSW Supreme Court considered whether an equitable duty of confidence could sit alongside written confidentiality agreement, so as to make available equitable remedies (such as an account of profits) that would not be available for a contractual breach of confidence.
This decision of the Western Australian Supreme Court of Appeal sheds light on the circumstances in which an exclusion clause will be incorporated into an oral contract as a result of a prior course of dealing.
In this case, the Victorian Supreme Court looked at the rules of abandonment of contracts and when a clause will be a penalty clause.
The employer applying for injunctions in Whitmar Publications Ltd v Gamage was a publisher specialising in magazines for the printing industry.
Goodman Derrick has advised the shareholders of CCL Vehicle Rentals Ltd in respect of the sale of the company (for an undisclosed amount) to multinational car rental company Hertz.
On the Register — H2 2012 download
Appleby has released the second edition of On the Register, a report that provides data and insight about company incorporation activity in offshore jurisdictions.
Appleby has advised Rex International Holding Ltd on its listing on the Catalist on the Singapore Exchange Securities Trading Ltd.
Financial support directions are orders from the Pensions Regulator to other members of a corporate group to stand behind the obligations of a service company or under-resourced employer.
With fresh economic concerns denting confidence and an eruption of political protest in the Middle East and Latin America, it is hardly surprising that deal markets remain quiet.
In this decision, the New South Wales Court of Appeal considered the principles relating to the construction and interpretation of contracts, specifically whether recourse may be had to prior proposals and negotiations in interpreting a contract.
The July 2013 issue of Ince & Co’s shipping e-brief is available now. It provides information on key legal decisions and developments in shipping and related areas.
Federal court decision underscores importance of thoughtfully crafting government contractor teaming agreements download
The US District Court for the Eastern District of Virginia recently held that a teaming agreement that amounted to an ‘agreement to agree’ was not an enforceable contract under Virginia law.
The July 2013 issue of DLA Piper’s Technology and Sourcing News (UK) publication is available now.
The Federal Communications Commission recently clarified whether parties on whose behalf telemarketing ‘robocalls’ are made may be liable for third-party violations of the Telephone Consumer Protection Act (TCPA).
DLA Piper is taking part in Business Birmingham initiative Business Catalyst.
The Quoted Companies Alliance represents small to mid-size quoted companies, including companies with a standard listing on the Main Market of the London Stock Exchange and AIM companies.
In essence, this is the principle that a company has a separate legal personality from its members.
The Court of Appeal gave judgment recently in Ilott v Williams & Ors, unanimously upholding the trial judge’s decision that no partnership existed between four individuals. The court declared that for a valid partnership to exist, it required more than simply a decision to set up a business.
Under section 417 of the Companies Act 2006 all companies (unless entitled to the small companies exemption) must prepare a ‘business review’.
A director of a company may be authorised to sign documents on behalf of the company. Such authority may be ‘actual’, in that is conferred by or pursuant to the company’s articles of association, or it may, depending on the circumstances, be ‘implied’.
The draft bill will reduce the regulatory burden on the notification requirements that apply when an auditor resigns, is removed from office or is not reappointed.
Part 3 of the Mental Health (Discrimination) Act 2013 alters the model articles of private and public companies.
Belfairs agreed to buy a majority stake in Waveform Solutions Limited (the target) from Sutherland.
A decision by the Delaware Court of Chancery is the first step towards the elimination of stockholder suits filed in two or more jurisdictions concerning the same issues.
Sponsors of global stock plans must navigate a host of legal and tax regimes to maintain compliance with applicable rules and laws.
DLA Piper has signed a letter of intent with Hines Interests to relocate its Chicago office from 203N LaSalle to River Point.
Going back to basics — the establishment of a foreign-invested enterprise in mainland China download
The establishment of a foreign-invested enterprise in China can be a formidable task, but a circular from the State Council may streamline the process and ease the registration burden.
Stephenson Harwood has appointed Lisa Marks as an asset finance partner in London.
As the cornerstone of the Austrian Act on Limited Liability Companies amendment, the minimum nominal share capital of a GmbH shall in future be €10,000.
On 28 June 2013 the Dutch government decided to re-introduce the possibility for accelerated depreciation for the remainder of 2013.
CBP publishes final rule to refuse importation or conditionally release consumer products and industrial equipment noncompliant with energy conservation or labelling standards download
On 5 July 2013, US Customs and Border Protection (CBP) published a final rule that amends the CBP regulations.
In April of this year, we witnessed the biggest change to the PAYE system since 1944. The new system is designed to improve the efficiency by which HMRC collects PAYE and National Insurance contributions, through the use of real-time information or RTI. Although most employers ‘went live’ in April, RTI will be compulsory for all companies by October 2013.
The Court of Appeal has confirmed that an ‘all monies’ guarantee will be enforceable against the guarantor where the underlying contracts between the beneficiary and the principal debtor are amended or extended.
The most important change implemented by the new Civil Code in the area of contract law is the cancellation of parallel rules.
The commission has issued a revised second draft of the state aid de minimis regulation, which makes amendments to the first draft and invites responses to the consultation.
Update: employee ownership download
Employee ownership is a topic that remains high on the government’s agenda.
The Court of Appeal has overturned a High Court decision where the court refused to make an administration order in relation to a Jersey registered company with assets in the UK.
Luxembourg is the first European country to deal with the question of what happens to data in the event of a company being declared bankrupt.
The government has made a series of announcements about some of its remaining pending reforms.
DLA Piper’s Spotlight on Belgium publication provides an overview of current legal developments that may have an impact on business activities.
DLA Piper has advised power and automation technology group ABB on its acquisition of Dynamotive.
DLA Piper has announced its involvement in the acquisition of Nicole Farhi by Maxine Hargreaves-Adams.
Allen & Overy has advised HB Reavis Group on the sale of Apollo Business Center IV, a Class A office complex in Bratislava, to Ceská pojištovna.
The capital market practice of Binder Grösswang is based on the specialisation and many years of experience of its team members, as well as their ability to be able to implement pragmatic solutions professionally even under great time pressure.
US SEC adopts final amendments to permit general solicitation or general advertising in private placement transactions under Rule 506 and Rule 144A download
The US SEC has adopted amendments to implement Section 201(a) of the JOBS Act relating to the use of ‘general solicitation or general advertising’ in certain US private placement transactions.
There are occasions whereby it may be necessary to rectify the information incorrectly entered into the company’s register of members.
The courts are frequently asked to determine whether a clause providing for payment of a fixed sum on breach of contract is a penalty or a genuine pre-estimate of loss.
The High Court has given guidance on the factors that will be considered when assessing whether an individual may be either a shadow or de facto director.
Brazil’s Senate has passed a piece of legislation that is expected to drastically change the way local and foreign companies do business in Brazil.
India’s adoption of the international protocol for trade marks will reassure the country’s potential investors
Setting the carbon price free download
Australian prime minister Kevin Rudd has announced that a Labor government will move towards an ETS for the financial year beginning 1 July 2014.
Partners from Shoosmiths were among the guests invited to the opening of the UK’s largest biorefinery.
DLA Piper and partner Philip Zeidman were honoured during Appleseed’s 20th anniversary gala for their part in the creation of the organisation.
The government has published its Draft Consumer Rights Bill, through which it proposes a significant overhaul of UK consumer protection legislation.
VTB Capital: Supreme Court decision download
The Supreme Court has decided that contractual liabilities of a corporation cannot be attributed to its controller by means of ‘piercing the corporate veil’.
The Limitation Act 1980 provides that a claim for breach of contract must be made within six years from the date of such breach.
The Sheffield city region must grasp the opportunity of international investment, says Martin McKervey of Nabarro, as the law firm reveals that the UK has topped a new index ranking 20 countries from all five major world regions for their attractiveness to institutional investors in infrastructure projects.
Nabarro has advised Watford Borough Council and West Hertfordshire Hospitals NHS Trust on the financial and legal close of a £250m regeneration project
This month, the Coalition released the Coalition’s Policy to Boost Productivity and Reduce Regulation.
Addleshaw Goddard’s commercial and corporate teams have advised Sainsbury’s on the creation of Mobile by Sainsbury’s.
Entries have now opened for the 2013 Deloitte UK Technology Fast 50 awards. The awards are sponsored by Taylor Wessing.
This memorandum has been prepared for the assistance of those who are considering the formation of a private trust company in the Cayman Islands.
Binder Grösswang and HBA attorneys have acted as legal counsels in relation to the formation of a joint venture regarding BSTG, Drahtwaren Produktions und Handels.
The SEC has answered a series of FAQs about the conflict minerals rule.
Companies are increasingly using social media to communicate and connect with consumers, employees, recruits, business partners, investors and other constituents.
Outer Temple Chambers has a long-established reputation in commercial fraud.
Outer Temple Chambers’ banking and business practice has a growing reputation as a strong and reliable source of commercial advice.
On 27 June 2013, the Senate passed a comprehensive immigration reform bill to overhaul the US immigration system.
Globally, one in four people have paid a bribe in the last couple of years, according to Transparency International’s Global Corruption Barometer 2013.
As a (very) general rule, debts and claims rank equally in a company winding up. One of the exceptions to this rule applies where the company being wound up is an insurer.
Hogan Lovells has announced its receipt of all Brazilian Bar Association approvals in Rio de Janeiro and São Paulo, Brazil.
Consumer Rights Bill published download
The government has published its long-awaited draft Consumer Rights Bill.
This article considers some of the key legal considerations online e-commerce businesses should plan for when setting up in the UK.
Texas recently became the 47th state to adopt a version of the Uniform Trade Secrets Act.
Joint venture structures are frequently used to undertake large resources projects. A joint venture may be used to both develop a project and sell the output from a project.
The decision in Versloot Dredging BV v. HDI Gerling and others (The DC Merwestone) is of considerable significance to marine insurers and non-marine insurers alike.
There is a danger that some derivatives users may rush to adopt a third-party provider without thinking the consequences through.
Whether you are a long-established business, an entrepreneur or investor looking for the next opportunity, or just starting up, our expert team is here to help.
The High Court has overturned a Victorian Court of Appeal judgment concerning section 1041A of the Corporations Act 2001 (Cth) and has re-affirmed the purpose test in determining an ‘artificial price’.
Employers across the Asia-Pacific are increasingly facing shortfalls in work and reductions in demand in a competitive market.
Allen & Overy has advised Social Ventures Australia on an AUD7m social benefit bond issuance for the funding of the UnitingCare Burnside Newpin Program.
There may be occasions when employers have to take disciplinary action against employees in their absence, but this carries legal risks.
The case of Hamid v Francis Bradshaw Partnership has highlighted the importance of ensuring that the identity of the parties to a contract are clear.
The EAT has ruled that an employer was not required to waive a competitive interview process for a disabled employee in a redundancy situation.
As of 1 January 2014, the only applicable act on the lease of business premises will be the new Civil Code.
Hogan Lovells presents the first edition of its joint publication with Jakarta-based Hermawan Juniarto, entitled Doing Business in Indonesia.
The purpose of this note is to give new directors of UK companies an introduction to the main duties that they owe to their company under the Companies Act 2006.
The provisions in the Companies Act 2006 relating to directors’ conflicts of interests and their disclosure came into force on 1 October 2008.
US-style deferred prosecution agreements are due to be introduced into the UK early next year.
On 18 June, the government published an action plan to prevent the misuse of companies and legal arrangements.
This article looks at the changes made since the last version of the Directors’ Remuneration Regulations was published in March.
We are recognised for our vast corporate and commercial expertise.
Allen & Overy has announced its financial results for the year ending 30 April 2013.
Leaving the EU would be bad for British business and bad for the UK legal profession
The Obama administration has announced a one-year delay in the so-called ‘employer mandate’ under the Affordable Care Act (ACA).
Pillsbury’s business practices advise emerging, middle-market, institutional and multinational clients on all types of corporate, securities, finance and intellectual property transactions.
This paper sets out the key differences between the various forms of security commonly used in the Asia- Pacific market.
Ogier has advised Cazenove Capital Holdings Ltd on its £424m recommended takeover by Schroders plc.
Understanding indemnities download
Indemnities feature in many commercial contracts, but there are a number of common misconceptions about their nature.
NCTM Studio Legale Associato has assisted LVMH in the acquisition of a majority stake in Pasticceria Confetteria Cova.
This Commercial Court decision is of practical importance because there appears to be no previous authority on one of the principal points considered.
Addleshaw Goddard has been appointed to nine of the 15 specialist lots in the APUC National Legal Services Framework Agreement.
Karanovic & Nikolic’s Marija Filipovska appeared as a panellist at a recent regional conference on transparency in government procurement.
New German antitrust fining guidelines — less predictability and larger fines on the horizon download
The German competition authority (Bundeskartellamt) has published new guidelines for the calculation of fines for antitrust infringements.
Franchising can allow a business to grow with a reduced capital outlay but there are issues to consider.
Simon Sherwood, partner at Mills & Reeve’s Leeds office, has completed the signing of a 99-year lease for the ChapELFM centre.
Draft Consumer Rights Bill published download
The Draft Bill was published on 12 June 2013 and will represent the biggest overhaul of consumer law for decades.
Companies would be well advised to make sure they’re prepared for shareholder activism.
ACAS has published its response to the consultation on the draft statutory Settlement Agreements Code of Practice.
Addleshaw Goddard has summarised the finalised Regulations surrounding directors’ remuneration reporting reforms.
SRA should soften consumer focus and clamp down on the unrated sector to secure PI future
Memery Crystal LLP is at the forefront of taking action to tackle false, malicious and often defamatory statements made online about listed companies and their directors.
Keeping property within company structures fails to protect husband from divorced wife's claims download
The Supreme Court has ruled that a wife could recover real-estate assets that were held by companies controlled by her former husband, rather than in his name.
The Grocery Code Adjudicator Act 2013 came into force on 25 June 2013, formally establishing the role of the Grocery Code Adjudicator.
The European Commission has published a proposed directive on rules governing private damages actions in the EU.
Bermuda companies listed on appointed stock exchanges are no longer required to file prospectuses in Bermuda.
The English High Court in Beijing Jianlong Heavy Industry Group v Golden Ocean Group Ltd & Ors recently addressed the issue of the separability of arbitration agreements.
In Hong Kong, Article 34 of the UNCITRAL Model Law on International Commercial Arbitration provides the only redress available to a losing party in an international arbitration.
Three Allen & Overy Greater China partners are set to present at the ICC in Paris.
A recent Dutch Supreme Court decision gave an important ruling about the interpretation of commercial contracts that potentially reduces commercial certainty.
Ogier Corporate Services has won the ICSA Jersey Administration Team of the Year award.
Effective risk management is an integral part of ensuring compliance across many aspects of regulatory law.
If your business has been disrupted by a problem that later leads to litigation, you may be able to recover the cost of time spent by staff in remedying the problem.
Corruption has a detrimental effect on any economy. It creates unfair advantages, anti-competitive practices and a generally unfavorable business environment.
On 10 June 2013, BIS published an ‘indicative timetable’ for implementation of the provisions of the Enterprise and Regulatory Reform Act 2013.
This report, entitled Doing business in Africa, focuses on the challenges and opportunities facing those investing or operating in the world’s second-largest continent.
The FTC’s amended definition of ‘creditor’ within the Red Flags Rule is now in effect.
This document — part of DLA Piper’s Getting the deal through publication — provides information on mergers and acquisitions in Ukraine.
How much is too much? A call for global principles to guide to the punishment of international cartels
Few issues engender as much debate in antitrust circles as the concern of overlapping punishment of cartel offenders in international cartel cases.
Changes to the protection for whistleblowers implemented by the Enterprise and Regulatory Reform Act take effect on 25 June.
The notion of the state sharing production of oil and gas with companies as part of a commercial enterprise was first developed in Bolivia in the 1950s.
Allen & Overy has advised Oswestry, a bid company established by Malcolm Walker, on its acquisition of Iceland Foods Group for £1.45bn.
The Supreme Court’s ‘third way’ in Petrodel v Prest could throw up more problems and more opportunities for litigation than it solves.
Single environmental authorisation: administrative simplifications for small and medium-sized enterprises download
Italian Presidential Decree no. 52 introduces into Italian law a series of administrative simplifications regarding the environment aimed at small and medium-sized enterprises.
The FDA has released draft guidance aimed at helping companies design studies that are more likely to support successful marketing applications in future.
Hogan Lovells’ Global Client Forum has held its second Global Women’s Executive Summit.
New Belgian Royal Decree exempts banking and investment services from general performance conditions for public procurement contracts download
The New Belgian Royal Decree exempts banking and investment services from general performance conditions for public procurement contracts.
Under UAE law, bank guarantees are considered a commercial activity regardless of the capacity of the person to whom the bank guarantee is issued or the purpose for which it is issued.
DLA Piper has won five awards at the Euromoney Legal Media Group’s European Women in Business Law Awards.
Court confirms there is a principle of English law that enables a court in very limited circumstances to pierce the corporate veil download
The English Supreme Court has confirmed that there is a principle of English law that enables a court in very limited circumstances to pierce the corporate veil.
The procedure of composition with creditors aimed at business continuity has a major impact on the rules governing public contracts.
Net contribution clauses are coming under the spotlight.
This article provides a short refresher on contract execution by companies.
Video: roundtable discusses emerging markets, jurisdictions, structures, investor sentiment and the future for private equity video
Partners from The Lawyer Awards Funds Team of the Year shortlisted firms discuss key issues facing the sector.
Significant narrative reporting requirements have been introduced in the draft of the 2006 (Strategic Report and Directors’ Report) Regulations 2013.
This article briefly discusses some of the noteworthy changes recently made to the Kuwait Companies Law No. 25 of 2012.
Royal Court authorises a 'pre-packaged' sale pursuant to Article 155 of the Companies (Jersey) Law 1991 download
The Royal Court has, for the first time, authorised liquidators to enter into a ‘pre-packaged’ sale under Article 155 of the Companies (Jersey) Law 1991.
As of 6 April 2013, the Companies Act 2006 (Amendment of Part 25) Regulations 2013 have been in force.
The Tribunals, Courts and Enforcement Act 2007 received Royal Assent on 19 July 2007, but may be brought into force later this year.
Form 42 — are you ready? download
Now that the tax year 2012/2013 has ended, companies must ensure they fulfill their reporting requirements by completing a Form 42 in respect of any share transactions involving employees that have taken place during the tax year.
The Supreme Court has ruled on crucial issues concerning the position of a former employee in receipt of a company’s confidential information.
DLA Piper has been recognised as International Franchise Law Firm of the Year by Who’s Who Legal for the ninth consecutive year.
Liability of buyer of loan to account to seller for any part of payment premium paid by borrower that is attributable to period before completion of sale download
This case is therefore a salutary reminder to transferors of loans to assess the loan’s full value before sale.
Unfair terms in consumer contracts download
The ECJ has provided some helpful guidance on the interpretation of the Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts.
Three unrelated legislative initiatives are likely to have a significant impact on the ability to seek collective redress in Belgium in the near future.
The High Court has held that a party to litigation is permitted to substitute their expert witness for another where the opposing party does not suffer delay, additional expense or prejudice as a result.
Transparency requirements under the French Sunshine Act: life sciences companies in the dark? download
The long-awaited implementing decree of the Loi ‘Bertrand’ and its interpretative Circular were issued on 21 and 29 May respectively.
Material Adverse Change clauses are common in credit agreements, but are rarely interpreted by the courts.
French entities engaged in proceedings before the English court were required to comply with an order for specific disclosure despite the risk of prosecution under French law for doing so.
The Court of Appeal has confirmed that the ‘business common-sense’ approach to contractual interpretation is neither an overriding principle of construction nor a licence for one party to say that a contract means what amounts to ‘good business sense’ to that party.
A ‘town hall’ announcement made by the CEO of DK, to the effect that a ‘guaranteed’ minimum bonus pool would be made available to DK employees, was a contractually binding promise.
Winckworth Sherwood has strengthened its corporate and commercial team with the appointment of a partner and an associate.
The Office of National Statistics has recently released its annual review of trade union membership in the UK.
A recent Supreme Court decision highlights the very real problems facing businesses seeking to protect their know-how in the marketplace.
Allen & Overy’s Human Rights Working Group has published the second issue of the Business and Human Rights Review.
On 6 June 2013, the ECJ shot down an Austrian law that made access to documents on a court’s cartel file almost impossible for third-party damages claimants.
Path towards a more streamlined merger control system: MOFCOM publishes draft rules on merger remedies download
MOFCOM has published draft rules on merger remedies.
FCA bans the promotion of unregulated collective investment schemes and close substitutes to ‘ordinary’ retail investors download
Effective from 1 January 2014, the FCA will ban the promotion of unregulated collective investment schemes and equivalent pooled vehicles to retail investors.
The High Court has suggested that in certain circumstances the courts may be willing to find an implied duty of good faith in contractual relationships governed by English law.
Doing business in China, companies frequently have to handle various types of crises, including those caused by mass labour disputes with employees.
Break clause: implied term for M&S download
The High Court has delivered a controversial judgment in the case of Marks and Spencer Plc v BNP Paribas Security Services Trust Company (Jersey) Ltd and Another.
DLA Piper has announced that two of its real-estate executives have been included in CPE’s ‘2013 Most Influential People in Real Estate’ feature.
DLA Piper has announced two appointments in its Middle East litigation and arbitration team to support an increased level of instructions.
Second Circuit confirms excess insurance is triggered only upon actual payment of all underlying limits download
Federal Insurance Company has achieved an important victory in a long-standing insurance coverage litigation concerning the proper trigger of excess directors and officers insurance.
Companies offering UK-based employees rights in the company’s stock should be aware that these employees may have reporting obligations to the UK tax authorities.
Offshore Case Digest — Issue 4 download
The Offshore Case Digest is intended to give the reader a high-level summary of the major commercial cases decided in Bermuda, the British Virgin Islands and the Cayman Islands in the first quarter of 2013.
Guide to cell companies in Jersey download
This Guide explains the concept of the cell company which culminated in the inclusion of the Companies (Amendment No. 8) (Jersey) Law 2005 of Part 18D of the Companies (Jersey) Law 1991.
Guide to listing on Trop-X download
The first Seychelles Securities Exchange was launched at the end of November 2012 and will provide facilities for the listing and trading of securities issued by companies and investment entities.
This Guide describes the steps to be taken to summarily to wind up a Jersey limited company.
The purpose of this Guide is to outline the procedures to wind up Jersey registered companies, the circumstances in which transactions entered into by an insolvent company may be set aside, and the circumstances in which a company’s officers and managers may incur civil or criminal liability.
Appleby’s review of the key company law decisions handed down in the leading offshore jurisdictions during 2012.
When interpreting a contract, it’s not just the express terms of the contract that are important. Careful consideration should also be given to implied terms.
Ince & Co is celebrating the 20th anniversary of the opening of its Piraeus office.
Draft Consumer Rights Bill announced download
The long-awaited Consumer Rights Bill will be published during this parliament.
OFT report on personalised pricing download
The Office of Fair Trading has found no evidence to suggest customer data is used to offer higher prices to individuals but warns that transparency and choice are key.
DLA Piper is set to relocate its Sydney headquarters to Charter Hall’s No 1 Martin Place tower.
DLA Piper and NCTM are legal advisers in the acquisition of Inver Group, from the Domenichini family, by the Valspar Corporation, a manufacturer of paints and coatings.
The corporate veil principle download
A lawfully incorporated company has a legal personality and identity that is separate from its directors or shareholders and is a separate legal entity, vested of separate legal rights and liabilities.
Walker Morris has been appointed to the West Yorkshire Legal Services Framework.
Ariel Ye, head of King & Wood Mallesons China’s international dispute resolution practice, has been appointed as board member of the London Court of International Arbitration (LCIA).
Fortune Plum: Commercial Court confirms owners’ affirmation of charterparty does not prevent later acceptance of continuing renunciatory breach download
Case highlights the difficulties faced by a ship owner in deciding whether his charterer has evinced an intention not to perform the charterparty.
Hogan Lovells has announced that it has been named in the National Law Journal’s 2013 Appellate Hot List.
What are the international tax and transfer pricing considerations for equity-based incentive compensation? download
Cross-border issuance of equity-based compensation can lead to a number of cross-border tax and transfer pricing issues for multinational companies.
With the Companies Bill 2013 and a proposed new Insolvency Bill in the offing, the time is ripe for reform of the Isle of Man corporate insolvency test.
The Companies (Beneficial Ownership) Act 2012 further demonstrates the Isle of Man’s commitment to seeking transparency in the ownership of companies.
Mills & Reeve has announced that its merger with Manchester firm George Davies has completed.
This month, Taylor Wessing’s Download site focuses on a converging media landscape and the challenges of regulating that landscape.
Hogan Lovells and Herbert Smith Freehills have advised on the formation of a £320m joint venture to develop two blocks in St James’s, London.
The private client industry in Jersey is likely to become increasingly involved with putting in place succession planning and asset protection structures that relate to family businesses.
The CJEU, in the case of Purely Creative and Others v Office of Fair Trading, has issued a judgment clarifying the interpretation of the Unfair Consumer Practices Directive (2005/29/EC).
The Companies and Business Names etc Bill 2012 has recently received its third reading in the Legislative Council.
The Late Payment of Commercial Debts Regulations 2013 came into force on 16 March amending the previous legislation, which had been in place since 1998.
Project Finance Newswire — June 2013 download
The June 2013 edition of Chadbourne & Parke’s Project Finance Newswire is available now.
Appleby has acquired Caledonian Trust (IOM) Ltd and Caledonian Fund Services (Europe) Ltd as part of its strategy to grow its fiduciary and administration business.
Warranties: how far do they extend? download
In the recent case of Belfairs Management Ltd v Sutherland, the Court of Appeal examined how far the scope of a warranty may extend.
During the past year, Shoosmiths has outlined some of the changes proposed by the government in relation to directors’ remuneration.
WA Supreme Court considers circumstances in which service of proceedings in accordance with a contract will be 'deemed' effective download
An appeal has been lodged in response to the Supreme Court of Western Australia’s decision in Bass Metals Ltd v Liongold Corp Ltd  WASC 168.
Many procurement disputes centre on the procedure followed by those placing services out to tender.
In these challenging times, with change around every corner, invoice financing offers a way for businesses to manage cash flow and free up working capital.
Timely forwarding of the notice of convocation of the shareholders’ meeting of a limited liability company: presumption of receipt download
NCTM focuses on the forwarding of the notice of convocation of the shareholders’ meeting of a limited liability company and the presumption of receipt.
The Court of Cassation has clarified certain legal problems underlying the relation existing between the preliminary contract and the final contract.
How can contracting authorities ensure their award criteria and evaluation methodologies are sufficiently transparent?
New guidance has been published to help commissioners and procurers in considering how to ensure compliance with their PSED obligations.
In a recent case, the court in Northern Ireland heard a claim by Irish Waste Services Ltd, a company disappointed in its bid to be awarded a contract for sludge management services by Northern Ireland Water.
The ICO has recently published guidance on the relative scope of Regulation 43 of The Public Contracts Regulations 2006 and sections 41, 43 and 44 of The Freedom of Information Act 2000.
In this briefing, we look at the issues raised by Venulum Property Investments Ltd v Space Architecture Ltd.
Contracting authorities will need to carefully plan their strategies when considering if and when to make an application to lift an automatic suspension.
One of the most common queries from disappointed bidders is: ‘How can I get hold of the documents? I need to know whether it is worth bringing a claim.’
The Privacy Amendment (Privacy Alerts) Bill 2013 has been tabled in the Federal parliament.
Traditionally, English law does not recognise a general duty of good faith applicable to contracts (with certain limited exceptions, such as insurance contracts).
The UK High Court has held that the purchase by Marks & Spencer (M&S) of Google AdWords, which includes the Interflora trademark, infringes that trademark.
King & Wood Mallesons has advised Bright Ruby Resources on its acquisition of 231 Elizabeth Street, Sydney, from Investa for approximately AUD201m.
Chambers USA 2013 recognises Hogan Lovells’ practice areas and lawyers.
Addleshaw Goddard is increasing its capability across the Arabian Gulf and targeting further growth with the addition of a new office in Qatar.
Major reforms, which could significantly impact all franchisors, are currently under review by the Australian government.
DLA Piper has received 177 individual lawyer and 64 practice rankings in the latest annual Chambers USA.
Mills & Reeve has been reappointed as sole adviser to the University of Bedfordshire.
The High Court has decided that a tenant is entitled to rent repayment following the break date.
This guide shares the key trends that Taylor Wessing is seeing in the UK consumer products sector.
Shoosmiths has worked with DCLM Commercial Property to help clinch a £110m deal for Marston’s.
Shoosmiths comments on access to TSB fund.
The UK Takeover Panel has decided to bring all offers for UK-registered AIM companies within the jurisdiction of the code.
How businesses can cope with disasters.
From 30 September 2013, the takeover code will apply to more companies than it does at present.
Ince & Co has published the April 2013 edition of its International Trade and Commodities Legal Update.
A High Court decision has opened the door for tenants that have operated break clauses to claim back rent paid for a period post the break date.
Mourant Ozannes has added to its Channel Island property team.
Ashurst and Slaughter and May have advised on online retail group Ocado’s delivery deal with supermarket chain Wm Morrison Supermarkets.
Several law firms have worked together to develop best practice approach to drafting General Security Agreements.
Since before the operational commencement of the PPSA 2009 (Cth) in January 2012, and certainly since then, law firms have been settling their position on the many issues it raises.
Appleby has released the latest edition of Offshore-i report, which provides data and insight on M&A activity in offshore financial centres.
Taylor Wessing has advised on a deal that will secure the long-term future of the former Olympic press and broadcast centre.
A recent memorandum provides a useful summary of how money judgments can be enforced between the DIFC Courts and the English Commercial Court.
Judgment sheds light on enforceability of net contribution clauses in consumer contracts, but what of business ones?
The April 2013 issue of King & Wood Mallesons’ China Bulletin is available now.
Minister for Africa Mark Simmonds MP is set to deliver the keynote address at a high-level business briefing being hosted by Addleshaw Goddard in association with UK Trade & Investment (UKTI). The evening event will take place on 16 May 2013.
Dacheng has amassed considerable experience in international trade matters, having established long-term co-operative relationships with specialist international trade firms in more than 10 jurisdictions.
Taxation is one of Dacheng’s traditional fields of expertise and one that the law firm is particularly adept at handling in today’s ever-changing and complex commercial environment.
Dacheng has become the first-choice legal services provider for the majority of state-owned enterprises (SOEs) in China.
Antitrust is a newly emerging legal practice area in China and Dacheng stands at the cutting edge of this field.
Dacheng has been providing professional legal services to all interested parties in the field of international trade for a long time.
Owing to a number of factors, Pamboridis has decided to suspend the operations of its Limassol office.
Walker Morris announces two partner promotions as well as eight director promotions.
It is debatable how useful post-termination restrictions are and to what extent they can really provide any protection.
Under the new Companies Law No 25 of 2012, there are several utilities available for stakeholders to hold certain individuals accountable for their actions.
On 30 April 2013, new regulations came into force, simplifying the process for private companies to buy back their own shares.
Taylor Wessing has added a fresh batch of data-protection-focused content to its Global Data Hub site.
A new draft anti-commercial fraud law was endorsed in January 2013 by the cabinet in the UAE. The draft law is intended to replace Federal Law No 4 of 1979.
The Abu Dhabi Department of Economic Development has recently launched its Abu Dhabi Business Centre.
Karanovic & Nikolic has reaffirmed its position as a leading law firm in Bosnia, Macedonia, Montenegro and Serbia.
The Chinese Ministry of Commerce has stepped up its merger control activities on many fronts in recent weeks.
When negotiating a contract for the provision of services, the legal implications of TUPE should inform the commercial position of the parties.
This is a time of significant change for the profession’s regulatory framework, with economic pressures affecting large and small law firms.
Recently, the Federal Court of Australia handed down its decision in Resource Capital Fund III LP v Commissioner of Taxation  FCA 363 (RCF).
Anti-counterfeiting action in Kuwait download
Like many other jurisdictions in the Middle East, trade in counterfeit goods in Kuwait poses a significant challenge for brand owners.
On 19 April 2013, the Federal Court of Australia handed down its judgment in Eopply New Energy Technology Co Ltd v EP Solar Pty Ltd  FCA 356.
Justice Bannister has given a clear indication of the approach that the BVI Commercial Court will take to forum challenges in the context of claims for unfair prejudice under section 184I of the BCA 2004.
The Commercial Court has confirmed that there is no principle of EU law that requires an arbitral tribunal to decline to hear a claim for damages for breach of an arbitration agreement.
Appleby has acted as Jersey counsel in relation to the successful placement of a seven-year Eurobond.
Addleshaw Goddard’s Up to Date publication (April 2013) is available to download.
King & Wood Mallesons has advised Coles on a strategic long-term alliance with ISPT.
Supreme Court denial of certiorari leaves exclusive dealing and loyalty discount jurisprudence in flux download
The treatment of exclusive dealing and loyalty discounts is in a state of flux.
Initial expectations that the Dodd-Frank whistleblower bounty programme would have broad reach have been tempered by SEC rule making and recent court cases.
Appleby has retained its top ranking as a leading provider of legal services to the commercial property sector, according to Chambers and Partners Europe.
Walker Morris has advised Symington’s on an agreement with Unilever whereby it will license Unilever’s wet sauces portfolio in Australia and New Zealand.
The spring 2013 issue of Walker Morris’s Procurement Update covers topics such as the EU procurement reforms, the Utilities Directive and NHS healthcare services.
Olswang has advised F&C REIT in a transaction to acquire the Dollar shopping centre portfolio in a club deal from the Grosvenor Estate for a total consideration of approximately £250m.
Hogan Lovells has advised YSL on the acquisition of a stake in its Gulf business through a joint venture with Al Tayer Group.
Jordan: employee share-option plans download
Jordan Securities Commission Instructions for Conferring Share Options on Public Shareholding Companies’ Employees stipulates the conditions for conferring share-option plans on employees.
This checklist compares the requirements of a premium listing, a standard listing, the high-growth segment and AIM for a commercial/trading company looking to admit equity shares.
Merger Control — Finland chapter download
The second edition of Global Legal Insights’ Merger Control publication is available now. Here, Krogerus presents the Finland chapter.
Appleby has announced the promotion of three lawyers to the partnership and the appointment of five lawyers to the position of counsel.
Shoosmiths on good faith: High Court decides to swim with the tide and recognise fair dealing download
In Yam Seng Pte Ltd v International Trade Corporation Ltd, the High Court recognised an implied duty of good faith and fair dealing.
Companies large or small or anyone with a commercially attractive product should consider international markets.
Commercial action was filed before the Dubai Court by a subcontractor (Party A) against (Parties B and C — together the Defendant Parties).
A recent Court of Appeal judgment has been welcomed by many participants in the aircraft leasing industry.
Mills & Reeve has announced that it will be merging with Manchester firm George Davies on 1 June 2013.
Guide to Guernsey foundations download
This guide is intended to provide basic information needed to answer questions on Guernsey foundations and the migration of foreign law foundations to Guernsey.
Corporate lawyers from Walker Morris have advised private equity firm NorthEdge Capital on its investment in Help-Link.
Fighting counterfeit trade in Dubai download
There is an area in one of the older districts in the emirate of Dubai that is well known for an abundance of ‘genuine fakes’.
The Electronic Signature & Electronic Transactions Law No. 78 of 2012 was approved by Iraq’s Presidential Council on 18 October 2012.
Mills & Reeve provides expert guidance on all legal aspects of health and safety; whether it’s ensuring compliance or if you need representation in the aftermath of an incident.
Business secretary Vince Cable has opened Mills & Reeve’s new Cambridge office.
Mills & Reeve can advise on all areas of commercial law, including tax, intellectual property, competition, real estate, public procurement and employment.
Barney Lee will be joining Mourant Ozannes as a partner in the Guernsey corporate practice.
Karanovic & Nikolic will hold an essay competition for final-year law students of the University of Belgrade Law Faculty.
Section 27 of the Landlord and Tenant Act 1954 provides the tenant that does not wish to renew its tenancy with a flexible right to end the tenancy on or after contractual expiry.
Olswang and the Social Enterprise Association have launched the Social Enterprise Partner Programme.
Six new partners are among 22 promotions at Shoosmiths. The partners are joined in the law firm’s 2013 round by 16 new senior associates.
The Budget 2013 contained a number of measures to extend the capital gains tax relief for re-investing gains in Seed Enterprise Investment Scheme shares.
Ambassador Attilio Massimo Iannucci, an expert in international law, has joined NCTM Studio Legale Associato as of-counsel.
The London Stock Exchange launched a high-growth segment to its main market on 27 March 2013.
The April 2013 issue of King & Wood Malleson’s Contract Law Update is available now.
In March 2012, the Court of Appeal gave judgment in the case of Barr and others v Biffa Waste Services Ltd .
After various consultations and draft versions of the proposed regulations, the new revised regime for the registration of charges is due to come into force on 6 April 2013.
Olswang has announced the re-election of David Stewart as chief executive officer to lead the international law firm for the next three financial years.
King & Wood Mallesons has released the April 2013 edition of its Workplace Essentials publication.
In March 2012, the Federal Government enacted the Superannuation Guarantee (Administration) Amendment Act 2012.
The SEC has issued new guidance permitting companies to use social media such as Facebook and Twitter to disclose material information provided that investors are first alerted to the sites that will be used.
In IKEA v Hauxwell-Smith and others (10/2012), IKEA was found to have been the victim of serious procurement irregularities involving Mr and Mrs Hauxwell-Smith between 1998 and 2000.
Resolution — spring 2013 download
Appleby has released the spring 2013 edition of its Resolution offshore publication.
The increasing public awareness of the existence of the Data Protection (Jersey) Law 2005 has led to an increase in queries and complaints in respect of the control of ‘personal data’.
In the past 10 years, 105,290 companies have been registered in the Cayman Islands. However, the number of companies on the Cayman Islands Corporate Register has only increased from 64,495 to 92,964.
The decision in the case of Re Yung Kee Holdings has highlighted some of the issues that can arise in resolving shareholder disputes where offshore companies are used to hold assets and businesses elsewhere.
This article revisits the substantive policies of the NPPF and considers its impact on the retail, office and residential sectors.
With the Consumer Insurance (Disclosure & Representations) Act 2012 coming into effect on 6 April 2013, Hogan Lovells takes a closer look at its potential impacts.
The US Food and Drug Administration is undergoing a major culture change, and nowhere is that impact being felt more than in the food industry.
The new Kuwaiti companies law download
A new companies law has been recently promulgated in Kuwait.
Incentivising performance in an IT contract requires a panoply of commercial and contractual incentives and sanctions.
This infographic provides an overview of the shopping centres market.
Economic sanctions against Iran download
Local and international companies in the Middle East must be compliant with several jurisdictions at the same time.
Draft Jordanian Investment Law download
The Draft Jordanian Investment Law is intended to attract and encourage both local and foreign investment in Jordan.
Interpretation of section 25 of the Self Regulation Code of Marketing Communication.
Shoosmiths has reached 100 employees at its Manchester office.
The High Court has examined whether minority shareholder protection afforded by the Companies Act 2006 extends to a holder of beneficial interest in shares.
This article from Al Tamimi will examine only the carrier’s responsibly under the CMR, HVR and RR conventions.
A recent decision of the English Commercial Court has clarified the legal test for determining the governing law of an arbitration agreement.
Chadbourne international partner completes book-launch tour.
The Tesco price promise that hit the news recently has come in for criticism from industry analysts and competitors.
Taylor Wessing has released issue six of its UK Regulatory Update.
Conyers Dill & Pearman has earned top marks in the UAE offshore category of Legal 500’s EMEA directory.
Thomson Reuters’ Super Lawyers publication recognises Ince & Co.
On 1 March 2013, the Federal Counsel (Bundesrat), the second German parliamentary chamber, approved the amended Foreign Trade and Payments Act (Außenwirtschaftsgesetz, or AWG).
Al Tamimi’s Ahmed Jaafir focuses on Qatar exporting opportunities at Dubai Exports seminar.
Regulators across the globe have been increasingly proactive in detecting and taking action against unlicensed activities. Take the Hong Kong Securities and Futures Commission as an example.
Conyers Dill & Pearman has been highly ranked in the 2013 edition of Chambers Global.
Court considerations during Proton Energy Group SA v Public Company Orlen Lietuva  EWHC (Comm).
DLA Piper has released a summary of all of the firm’s rankings and editorial commentary in Chambers Global 2013.
The Companies Winding Up (Amendment) Rules 2013 came into operation on 1 March 2013. Orders 3, 8, 9, 11, 15, 19 and 25 of the Companies Winding Up Rules 2008 have been revoked and replaced by new orders.
The UK law commissions are recommending fine-tuning to two aspects of the unfair terms regime.
The CAP recently published a new help note for marketers to ensure that the use of children in peer-to-peer marketing and as brand ambassadors is undertaken responsibly and in accordance with the rules in the CAP Code.
On 6 April, the UK Border Agency will introduce changes to the Tier 2 immigration rules that will affect UK employers.
On 16 January 2013, the CSSF published the circular letter 13/556 announcing the entry into force of the CSSF regulation no. 12–02 of 14 December 2012 on the fight against money laundering and terrorist financing.
The next chapter of business in Bermuda looks bright and ready to meet the emerging challenges of the evolving global economy.
Addleshaw Goddard has successfully defended Plurimi Capital from a $30m (£20m) mis-selling claim.
International arbitrations often involve parties resident in jurisdictions that are not the same as the seat of the arbitration.
The Australian Securities and Investments Commission has taken the first concrete step to the actual implementation of G20 derivatives reforms in Australia.
Hogan Lovells has announced the formation of the Coalition for Privacy and Free Trade.
Olswang has announced that 28 of its attorneys have been recognised by Thomson Reuters in its 2013 London Super Lawyers and Rising Stars lists. Partner Eleni Skordaki has also been listed in the Top 50 Women in London.
Taylor Wessing has advised MML Capital Partners LLP on ATA Group investment.
Olswang advises Dundee International REIT on €257m financing for the acquisition of SEB Asset Management’s office portfolio.
King & Wood Mallesons advises HeidelbergCement on Holcim joint venture agreement to control Cement Australia.
Hogan Lovells’ Patrick Sherrington comments on MoJ’s ‘Plan for Growth’ for the UK legal services sector.
Relaxing the regime on company names download
The government is seeking views on proposals to reduce restrictions on company names, which are widely seen as the cause of confusion and delay in the registration process.
For the past 10 months, the US Department of Justice and the Enforcement Division of the Securities and Exchange Commission have advised the public that they are in the process of drafting guidance for companies regarding the requirements of, and prohibitions within, the US Foreign Corrupt Practices Act.
King & Wood Mallesons was one of the first Chinese law firms to provide legal services in the international trade law area.
Supreme Court holds proof of materiality not required to certify securities fraud class action download
On 27 February 2013, the Supreme Court held plaintiffs in a Rule 10b-5 securities fraud class action for damages need not prove materiality to obtain class certification.
The Late Payment of Commercial Debts Regulations 2013 comes into force on 16 March 2013, affecting commercial contracts for the supply of goods or services entered into after that date.
A guarantor’s liability is contingent upon the underlying obligations it has guaranteed. If those underlying obligations are altered, the guarantor can be released.
Michael Burns, Nadia Menezes and James McConvill explore the implications of recent British Virgin Islands reforms.
The 2013 AGM and reporting season download
As the 2013 AGM and reporting season begins, we highlight the key developments and trends that listed and AIM companies should consider as they prepare for this.
The Turkish Competition Board (‘TCB’) recently amended the notification thresholds and rules relating to mergers and acquisitions.
On Board is an occasional publication for non-executive directors of Australian public companies and other large organisations.
Cybersecurity is emerging as an area of particular concern for all US federal government contractors, as well as contractors working on non-US public procurements.
Minor changes to the UK’s late-payments regime take effect on 16 March 2013. Organisations should review B2B contracts for goods and services to ensure payment periods do not fall foul of the amended rules.
The corporate and commercial department is made up of 81 professionals, including 22 equity partners and 13 salary partners. We are lawyers and chartered accountants.
We provide assistance to clients engaged in cross-border operations, as well as to companies that sell goods and services in different countries.
NCTM has extensive experience in Italian and European Community administrative law.
Following consultation with stakeholders about its new powers to wind up abandoned companies, on 8 November 2012 the Australian Securities and Investments Commission (ASIC) released a Regulatory Guide titled ASIC’s power to wind up abandoned companies.
Directors' and officers' duties download
This summary provides an overview of the obligations of directors of unlisted Australian companies.
Doing business in Australia download
Australia offers one of the safest and most business-friendly environments for foreign investors and multinationals in the world.
The general rule of the newly adopted Law on the Terms for the Settlement of Monetary Obligations in Commercial Transactions is that all payments between business entities have to be settled within 60 days.
Dietetic products – New rules download
New amendments to the Regulation on Health Conformity of Dietetic Products have entered into force on 28 May 2012.
The provision of gifts and hospitality to public officials has recently been the subject of a number of news stories in the Serbian media.
The Serbian Parliament passed the Law on the Terms for the Settlement of Monetary Obligations in Commercial Transactions on 15 December 2012.
The OFT has found a widespread lack of compliance on the part of licensed businesses in the payday lending market.
COBO consent is no longer required for borrowings by Guernsey companies.
NDRC’s Guizhou and Sichuan offices have imposed fines of RMB247m and RMB 202m on Chinese white liquor (‘baijiu’) makers Maotai and Wuliangye respectively.
Appleby has acted as Bermuda counsel for GuoLine Overseas in Guoco privatisation deal.
Mourant Ozannes focuses on the Securities Investment Business Law.
The US Department of Labor has updated the Family and Medical Leave Act regulations.
Recovery of VAT on transaction costs download
It is important that transactions are structured so that VAT on transaction costs may be recovered where possible by the Bidco.
Walker Morris has released its In Brief publication for March 2013.
The OFT has referred the proposed all-share merger of AG Barr and Britvic to the Competition Commission for further consideration.
Late-payment directive download
The European Commission has passed a number of directives relating to late payment, the latest of which is Directive 2011/7/EU.
Temperature at work download
The responsibilities of employers to provide a comfortable work environment for employees.
Cayman Islands Grand Court gives guidance on powers of foreign officeholders.
This Bribery Act update from Ince & Co compares the UK Bribery Act with the US Foreign Corrupt Practices Act.
Judgment deals with recoverability of costs of an arbitration as damages in a series of arbitration references.
King & Wood Mallesons has been named as one of the world’s most highly regarded mergers and acquisitions (M&A) practices by Who’s Who Legal for 2013.
Pamboridis offers a legal guide to holding companies in Cyprus.
Pamboridis offers a legal guide to incorporating a Cyprus company.
A recent Court of Appeal case has highlighted the pitfalls when trying to rely on exclusion clauses.
A recent judgement has reignited debate about ‘take or pay’ clauses.
What is good faith? download
Issues can arise when obligations of ‘good faith’ are drafted into agreements without adequate precision.
Court decision could lead to an increase in the number of claims against professionals.
Bowman Gilfillan has been a leader in the South African market for corporate law services for more than a century.
Bowman Gilfillan offers specialist advice in relation to all commercial property transactions.
A recent English High Court decision is a reminder of the crucial practical distinction between warranties and representations.
Shoosmiths appoints business dispute specialist Kath Livingston as partner.
Fashion lawyers are en vogue download
There is an increasing number of lawyers specialising in so-called ‘fashion law’.
We advise on the legal and regulatory aspects of the intellectual property, commercial, communication and technology sectors in which our clients operate.
Pamboridis names Yiota Kythreotou Theodorou as managing partner.
Pamboridis has appointed Electra Papadopoulou Makedona as head of non-contentious department
King & Wood Mallesons has represented Daimler AG in a transaction involving BAIC Motor.
Iran sanctions developments download
This alert provides an update regarding US sanctions against Iran. As noted in previous updates, the US continues to expand sanctions against Iran.
When it comes to arbitration in the UAE, the general rule is that courts would not entertain any action related to a dispute arising from the execution of an agreement in which the parties have agreed to arbitrate.
This article sheds some light on the treatment of performance bonds under Qatari law. It identifies the ways in which a contractor may resist the arbitrary encashment of such instruments.
Kuwait: new companies law download
A positive step has been taken by the Parliament of Kuwait to reflect the changes that have occurred over the past years concerning commerce and industry in the GCC region and in various economies around the globe.
The Privy Council recently considered whether a security provider whose collateral had been appropriated as allowed by the Financial Collateral Arrangements (No.2) Regulations 2003 was entitled to relief from forfeiture.
Chadbourne’s Alpert is named ‘All-Star MVP’ in the BTI Client Service Law Firm All-Stars 2013 survey.
A Hogan Lovells team has represented Kingdom Holding Company in a transaction including 360Buy.
DLA Piper global co-chairman joins business delegation to India.
Our team has the skills, experience and resources to provide assistance on all aspects of corporate transactions and commercial contracts.
Commercial update focuses on the economic interest defence to tortious interference claims.
As highlighted by a recent High Court decision, any party hoping to rely on forfeiture clauses, put and call arrangements or compulsory buy-back provisions will need to ensure that they do not constitute unenforceable penalties. We look at the practical points to consider arising from the case.
Rod Freeman, a partner at Hogan Lovells, has commented on the European Commission’s proposals for reform of the General Product Safety Directive (2001/95/EC) — or GPSD — describing the measures as being of an ‘evolutionary nature’ while having ‘important practical implications’ to those who manufacture, distribute or sell products.
Our lawyers have extensive experience in negotiating, drafting and concluding complex and often sensitive commercial contacts for a broad range of clients.
This alert provides a preliminary assessment of the cybersecurity executive order and observations that may be helpful in considering how new standards may affect your company.
We advise clients on all aspects of company law, including matters related to annual and extraordinary general meetings of shareholders.
OC has recruited Stephenson Harwood commercial and outsourcing partner John Buyers in the latest hire into its City base.
Al Tamimi & Company has announced a series of partner promotions across the Middle East.
The Curtis Venture Capital practice guides investors and emerging companies in executing successful transactions that provide potential for growth and meet expectations for return on investment.
The Curtis international trade group provides clients with practical solutions to global trade, international investment, market access and export control issues.
Attorneys in the Curtis Internal Investigations practice advise companies investigating potential issues of misconduct within their own organisations.
The Curtis ERISA, Executive Compensation and Employee Benefits practice represents clients including national and multinational corporations and partnerships, corporate executives, boards of directors, single- and multi-employer plans and ERISA fiduciaries.
The Curtis Commercial Litigation and Arbitration group represents domestic and international clients in state and federal courts throughout the US and in arbitral tribunals in venues throughout the world.
Our international trade practice helps open markets and resolve trade disputes.
Our team helps clients manage the legal, commercial and reputational risks associated with employment, OHS and industrial relations issues.
In January 2012, the UK Financial Services Authority published a consultation paper in which it set out numerous proposals for changes to the Listing Rules, Prospectus Rules and Disclosure Rules and Transparency Rules.
The Guernsey States of Deliberation have approved changes to the Companies (Guernsey) Law, 2008 (the “Companies Law”), which include several key changes affecting insolvencies in Guernsey.
Appleby’s corporate and commercial lawyers are part of a truly international practice operating from our offices in Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Hong Kong, the Isle of Man, Jersey, London, Mauritius, the Seychelles and Zurich.
These notes are intended to provide an introduction to the main features of the Limited Liability Partnerships (Jersey) Law.
The Department of Justice has filed a civil antitrust lawsuit challenging the $20 billion proposed acquisition by Anheuser-Bush InBev of the remaining 50 per cent interest in Grupo Modelo S.A.B. de C.V.
We can deal with commercial and contractual matters covering a broad spectrum of our clients’ business transactions and in doing so we provide each client with the right person for their particular matter, whilst retaining an efficient degree of continuity.
Olswang understands that the success of a modern business is increasingly dependent on having successful relationships with its suppliers.
Commercial contracts work is at the heart of the firm and its reputation; we take pride in being at the leading edge, rather than playing a supporting role in transactions.
Addleshaw Goddard has one of the most experienced teams of commercial lawyers in the country incorporating expertise in IP, sport, defamation, IT and business process outsourcing, commercial contracts, brands and designs, data and information and competition and procurement.
With more than 200 corporate and commercial lawyers worldwide, we have a team with the breadth and depth of experience to deal with almost any commercial matter, national and international
We have reviewed an internal draft of the German Federal Ministry of Justice (Bundesjustizministerium) of a Bill to Facilitate the Handling of Group Insolvencies.
Robust commercial contracts are central to the success of all businesses. We understand that at Shoosmiths. That’s why we have one of the largest dedicated commercial law teams in the UK.
Responding to market demands for an integrated approach to serving clients, we have created a regional practice group composed of leading corporate, IP and regulatory lawyers that are fully briefed on the latest developments.
Our commercial and corporate lawyers are known for their responsiveness, their value for money and their pragmatism.
Ince’s international trade and commodities group has for many years been a leading provider of legal services to the world’s major commodity trading companies.
Ince & Co has a global reputation for the astute handling of commercial disputes. More than 80 partners and 150 associates specialise in dispute resolution.
One bank employee is going to be on Santa’s naughty list this year after a court found her guilty of data protection offences earlier this month.
Religion at work: new ECHR ruling download
The European Court of Human Rights has handed down a judgment considering the right of individuals to manifest their religion in the workplace.
On 18 January, the Institute of Chartered Secretaries and Administrators (ICSA) published a guidance note on the liability of non-executive directors (NEDs).
The Department of Business Innovation and Skills (BIS) has published a new Age Restricted Products Code of Practice.
The BIS report on the Nuttall Review of Employee Ownership was published in July 2012. BIS has now completed the next stage in its implementation programme.
In Sycamore Bidco Ltd v Breslin, the High Court considered whether express warranties in a share sale agreement could also found an action for misrepresentation.
Important points for ROT suppliers wishing to maximise their chances of recovery.
A 2012 case shows how easy it can be to fall short of obligations imposed by the Data Protection Act.
We provide commercial contract support for in-house legal teams and also handle major projects and business-critical contracts for companies across sectors. The team has dedicated commercial lawyers who at any one time will be working on deals ranging from straightforward agreements to complex multi-party projects spanning multiple jurisdictions.
A brief overview of the Finance Bill 2013.
Christine Tacon has been appointed to the newly created role of independent Groceries Code adjudicator.
Government cuts large-scale collective redundancy consultation period to 45 days.
Consensual disposal: osteopaths download
The General Osteopathic Council is undertaking a consultation process into the use of ‘consensual disposal’.
Walker Morris’s Commercial Group is one of the largest commercial teams outside London. We offer a formidable legal resource blending the technical and commercial skills necessary to deal with complex, innovative and practical legal and commercial issues, whether as one-off transactions or as part of ongoing business relationships.
A tenant application for consent to assign a lease can sometimes prove a fractious affair and can strain relations between landlord and tenant.
The Government used the Queen’s Speech to start its ‘fight-back’ following poor local election results for both the Conservatives and Liberal Democrats.
We assist our clients as they operate, regulate and grow their businesses, helping them to manage their existing commercial relationships, form alliances and expand into new markets.
The definition of ‘director’ under the Companies (Jersey) Law 1991 is, paradoxically, both straightforward and circular.
The law is specific that a director must act ‘with a view to the best interests of the company’. Identifying what this means is more difficult.
Finding a path between conflicting interests that affect the company is a challenge directors must meet.
The range of options for a Jersey company that is in financial difficulty is relatively limited.
Directors need to consider the interests of shareholders when running the company.
Hogan Lovells has prepared a roadmap of the key issues to consider when planning your listing in London.
Representation or Warranty? download
A recent English High Court decision reminds us the vital differences between representations and warranties - features that are commonly, but unwisely, glossed over when drafting agreements.
In September 2009, the European Commission published proposals to amend the Prospectus Directive with the aim of simplifying its application and increasing efficiency.
On 6 June, 2012, China’s Ministry of Commerce (MOFCOM) posted online a revised template form for filing merger clearance applications in China.
London: Equity Capital Markets download
Whilst there has been a global decline in the number of new public listings, the UK has long been a popular listing destination.
German law offers numerous alternatives for pursuing entrepreneurial activities. The corporate legal forms available for this purpose are for the most part defined in German statutory regulations which may be modified by contractual provisions to a greater or lesser extent.
SEIS and EIS: Time for reflection download
From 6 April 2012, the Seed Enterprise Investment Scheme (SEIS) was introduced enabling certain individual investors to benefit from generous tax reliefs for investing into start up companies.
Retailer's guide to Poland download
Retail is a highly competitive industry in any market and when an investor considers whether to expand into other countries.
The China Securities Regulatory Commission (CSRC) released its Regulatory Guidance on Application Documents and Examination Procedures of Issuing Shares Abroad and Overseas Listing by Company Limited by Shares (“Guidance”) on 20 December 2012.
A string of recent, high-profile enforcement actions by the FSA has highlighted the risk for companies and financial advisers of improperly disclosing inside information.
Coming reforms intend to ‘strengthen the hand of shareholders to challenge excessive pay’ and include the introduction of a binding vote on a company’s future pay policy.
Excessive director remuneration download
Section 994 of the Companies Act 2006 gives the shareholders of a company the right to issue proceedings against that company where they feel that the company has been or is being conducted in a manner that is unfairly prejudicial to the shareholders.
Introduction to employee-ownership download
Businesses can engage people to work for them on many different terms. They may have full-time, part-time or fixed-term employees, workers or self-employed individuals.
The Hong Kong Securities and Futures Commission (SFC) announced on 23 January 2013 that it has been working closely with the China Securities Regulatory Commission (CSRC) to provide for the mutual recognition of retail funds authorised in Mainland China and Hong Kong.
Conyers Dill & Pearman’s Hong Kong office has won five China Business Law Journal Deal of the Year awards.
Did you know that most of the successful businesses in the Gulf are in fact family owned?
A Limited Liability Company as defined by Article 218 of the UAE Commercial Companies Law is a company in which the liability of its partner is limited only to the extent of their shares in the capital.
Convertible bonds — an overview download
Since 2009, approximately 10 issuances of convertible bonds have been made by Hong Kong-listed companies.
The Securities and Futures Commission (SFC) published its “Consultation Paper on the regulation of sponsors” on 9 May 2012.
Environmental, Social and Governance Reporting Guide to be implemented after 31 December 2012 download
An overview of the terms of Hong Kong stock exhange’s new Environmental, Social and Governance Reporting Guide and its ramifications for investors.
SEHK consults on listing rules changes resulting from the new inside information disclosure regime download
An analysis of a consultation paper published by the Hong Kong stock exchange proposing listing rule changes in the light of new inside information legislation.
The ICAEW has recently issued a helpsheet on the reduction of share capital under the Companies Act 2006.
A guide to the do’s and don’ts of initial public offerings on the Hong Kong stock exchange.
A facilitation payment to encourage creditors to vote through the restructuring proposals of creditors’ debts has been held by the High Court not to be an illegal bribe.
Rewriting the Companies Ordinance (CO), Hong Kong’s primary corporate statute, was no doubt a long and arduous process.
2012 has seen the Government take steps to encourage employee ownership which, according to figures released by the Department for Business, Innovation and Skills (BIS), has become increasingly popular.
An employee who wishes to compete with your business can obtain unfair competitive advantage. The so-called “springboard injunction” can come to your rescue.
The United States has enacted a new round of sanctions on Iran targeting non-U.S. companies that are conducting business with Iran related to shipping, shipbuilding, insurance, and metals.
In the current market and fragile economic climate you may be concerned about the commercial viability of your customers and suppliers and the impact that a corporate failure may have on your business.
In addition to the normal disclosure required in the Compensation Discussion and Analysis portion of the annual proxy statement, companies should consider five other matters when preparing the 2013 proxy statement.
Tim Ross (scroll down for video interview) had no small task when he became Kelway’s first-ever lawyer in 2010.
On 11 January 2013, the SEC approved the NYSE and Nasdaq listing standards, as amended, to implement the SEC’s requirement that national securities exchanges prohibit the listing of any equity security of an issuer that does not comply with the SEC’s rules regarding the independence of compensation committees and their advisers.
Rule 10b5-1 plans are back in the news.
On 18 December 2012, the lower house of India’s parliament cleared the Companies Bill 2012, in a significant step towards replacing the more than 50-year-old Companies Act 1956.
The European Commission has published an Action Plan on European company law and corporate governance for 2013.
In the years since the financial reporting scandals and the Sarbanes-Oxley Act of 2002, and in particular following the financial crisis and the Dodd-Frank Act of 2010, boards of directors have faced greater burdens and more intense scrutiny of their activities and performance.
China Securities Regulatory Commission, the securities regulator of the People’s Republic China, has scrapped quantitative threshold requirements for Chinese companies applying for offshore listings by promulgating new guidelines on 20 December 2012.
Goodman Derrick — a review of 2012 download
Goodman Derrick looks back at its achievements over the past year.
An overview of recent cases related to M&A and corporate governance.
On 12 December 2012, the European Commission published an Action Plan with initiatives it intends to undertake in 2013 in the fields of EU company law and corporate governance.
On 12 December 2012 the SFC published its Consultation Conclusions concerning the regulation of IPO sponsors in Hong Kong.
Looking ahead to 2013, directors, executives and general counsel of public companies can take some solace from the fact that 2012 was not a year in which a large number of significant new disclosure rules or governance requirements were adopted.
Russia’s accession to the World Trade Organization: challenges and opportunities for Russian companies download
On 22 August 2012, after 19 years of negotiations, the Russian Federation became the 156th member of the World Trade Organization.
Myanmar’s new foreign investment law download
This month has marked some significant milestones for Myanmar (also known as Burma) which, as a former pariah state, has recently emerged as the new investment hotspot in Asia due to its rich natural resources and untapped markets.
On 12 December 2012, the Securities and Futures Commission published its eagerly anticipated consultation conclusions concerning the regulation of IPO sponsors.
Incentives for start-ups: update download
On 13 December 2012 the Italian Parliament adopted a law (the Law) to convert, with amendments, Law Decree No. 179 of 18 October 2012, aimed, inter alia, at promoting the establishment and growth of innovative start-ups in Italy.
On 5 December 2012, the EU Commission issued an important package of proposals to amend Council Regulation 659/1999 governing State aid procedure and Council Regulation 994/982, which allows the Commission to exempt certain categories of State aid from the requirement of prior notification.
The European Commission recently proposed a directive with the aim of accelerating progress to greater gender equality in corporate boardrooms.
On 14 November 2012, the European Commission adopted a proposal for a directive that aims to substantially increase the number of women on EU corporate boards.
After a period of intense political wrangling and lengthy delays, on 2 November 2012 the President of Myanmar signed into effect a new foreign investment law (the FIL) to replace the previous foreign investment law enacted in 1988.
The proxy advisory firms Glass Lewis & Co. and Institutional Shareholder Services Inc. recently released the 2013 updates to their US proxy voting guidelines.
On 21 September 2012, the Ministry of Commerce promulgated the Interim Provisions of the Ministry of Commerce for Equity Contribution in Relation to Foreign-Invested Enterprises, effective as of 22 October 2012.
An acquisition of any US corporation involves numerous legal and business issues.
On Thursday 25 October 2012, the Hong Kong Stock Exchange issued two new Guidance Letters on pre-IPO investments.
The EU Parliament’s Legal Affairs Committee voted recently to strengthen significantly the EU Commission’s proposed mandatory disclosure regime for payments to governments by certain businesses in the extractive industries and other sectors.
The SFO has exercised its powers to seek civil recovery of the proceeds of crime once again, resulting in an Order against Oxford Publishing Limited to pay almost £1.9 million.
Proposed changes to UK listing rules download
The Department for Business, Innovation and Skills on 20 September 2012 announced that it has developed a set of proposals with the London Stock Exchange aimed at attracting high-growth companies to list their businesses on the LSE.
After months of policy paralysis, the Indian government, on 14 September 2012, announced major reforms permitting and/or increasing foreign direct investment in the areas of multibrand retail, civil aviation, broadcasting and power trading exchanges with a view to boost economic growth.
China’s Anti-Monopoly Law celebrated its fourth anniversary in August 2012. Given the importance of the Chinese economy and the increase in antitrust enforcement in that country, the AML should rank high on in-house counsels’ radar screens.
Early in the discussions about whether and how to form a joint venture — perhaps as the very first significant issue to be resolved — the potential joint venture partners will try to agree on the scope of the venture’s business.
On 30 July 2012, the German Ministry of Finance published a discussion draft bill regarding High Frequency Trading for the German financial services sector in the form of an Act for the Prevention of Risks and the Abuse of High Frequency Trading (HFTA).
Against a backdrop of continued global economic uncertainty and risk aversion, mineral companies are generally better placed than companies in many other sectors to seek admission of their securities to the London Stock Exchange and access the international equity capital markets.
In late August, the Securities and Exchange Commission (SEC) proposed, by a 4–1 vote, to permit general solicitation and general advertising under two of its private placement safe harbor rules.
The European Court of Justice (ECJ) has ruled that cross-border migration by way of converting into a company format subject to the laws of a different EU member state is protected and permitted by overriding EU law even in cases where the national laws of the two countries in question do not provide for such a possibility.
Break-up fees — picking your number download
During the course of negotiations of every public company deal, inevitably the conversation will turn to the amount of the break-up fee payable by a target company to a buyer if the deal is terminated under certain circumstances.
The principle of freedom to contract, as a result of which parties are entitled to form contracts without the need for the terms to be written down, is fundamental to English law.
Japanese listings in Hong Kong download
As an international financial center, Hong Kong is one of the world’s leading capital markets, with the Stock Exchange of Hong Kong being a favored venue for IPO fundraising activities.
The Securities and Exchange Commission today proposed amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act.
Pursuant to a mandate in the Dodd-Frank Act, the US Securities and Exchange Commission recently issued final rules requiring issuers to account for the use in their products of so-called conflict minerals.
Informal commentary offers contextual perspective on current matters and indicates areas of less current significance at the SEC.
At an open meeting held on 15 August 2012, the Public Company Accounting Oversight Board voted to approve new Auditing Standard No. 16, Communications with Audit Committees.
The UK press has had a field day over the past 12 months with news of shareholder challenges or activism. In the run-up to the AGM season in the spring, barely a day went by without report of shareholders flexing their muscles by taking on the boards of listed companies.
This is the fourth briefing in Latham & Watkins’ five-part Briefing Series on the Draft UAE Commercial Companies Law.
UK government announces proposals for enhanced shareholding voting rights on executive remuneration download
The UK government has announced its proposals for the reform of executive remuneration in UK incorporated quoted companies.
A distinguishing feature of the UK Listing Authority’s GDR listing regime is that an applicant may submit a listing application (including a listing prospectus) to obtain a ‘block listing’ for its GDRs under which ‘up to’ a certain number of listed GDRs may be issued against deposits of the applicant’s shares into the GDR programme.
The Securities and Commodities Authority has recently published amended market disclosure rules relating primarily to shares in companies listed on the Dubai Financial Market or the Abu Dhabi Securities Exchange.
This is the third briefing in Latham & Watkins’ five-part Briefing Series on the Draft UAE Commercial Companies Law.
On 20 June 2012, the UK Secretary of State for Business, Innovation and Skills Vince Cable announced a package of proposals intended to curb executive pay.
Earlier this year we reported on the UK government’s proposals to give shareholders of companies greater influence over executive pay through the use of binding votes.
The English Court of Appeal recently delivered a judgment in Chandler v Cape Plc  EWCA Civ 525 which has potentially significant implications for groups of companies.
In the UK, there has recently been significant media coverage of market abuse in the context of “wall-crossing”, the process by which a securities offering is selectively pre-marketed to potential investors before the deal is publicly announced.
In March 2012, the UK government announced plans to reform the competition regime, following a consultation exercise in 2011.
On 9 May 2012 the Securities and Futures Commission released its Consultation Paper on the Regulation of Sponsors, attaching draft new rules to regulate the duties and liabilities of IPO sponsors in Hong Kong.
Against a background where Hong Kong has been the world’s leading IPO center for the third year in a row, the Hong Kong Securities and Futures Commission (SFC) has published its much-anticipated consultation paper on the regulation of sponsors.
The Financial Reporting Council has published a consultation paper detailing revisions to the UK Corporate Governance Code and its accompanying guidance on Audit Committees.
The JOBS Act eases the SEC-registered IPO process for “emerging growth companies” (EGCs) and will alter the private offering process under Rule 144A and Regulation D of the US Securities Act of 1933, as amended.
Federal agencies and Congress accelerate defence against cyber attacks — every private company will be affected download
Cyber attacks by both private actors and nation states against US critical infrastructure and individual communications users are on the rise.
Federal agencies and Congress accelerate defence against cyber attacks — every private company will be affected download
Online espionage has become a common threat for US corporations.
In March 2011, the UK Government Department for Business, Innovation and Skills (BIS) issued a consultation entitled A competition regime for growth.
Jonathan Harris points out the potential pitfalls that EU harmonisation could foist upon UK practitioners in commercial litigation
Holman Fenwick Willan (HFW) has promoted nine associates to its international partnership, with six London lawyers getting the nod.
Farrer & Co has moved to bolster its commercial property team with a pair of senior lateral partner hires, with a third partner also joining to boost its commercial disputes practice.
Farrer & Co has beefed up its commercial property arm with the appointment of Richard Peskin as a consultant.
Technology boutique Kemp Little has bolstered its IT capabilities with the hire of two senior lawyers from Barlow Lyde & Gilbert (BLG).
Are the English courts vying to rule the waves of cross-border insolvency arriving on their shores?
?With clients becoming increasingly international, chambers are following suit. But as Nic Fletcher finds, barristers from the same set appearing on opposite sides of the same case is often not the done thing
Pinsent Masons’ Dubai office has picked up a role advising the United Arab Emirates University following the institution’s first formal tender process for an external legal adviser.