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.
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.
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.
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.
Whatever the size or nature of your business or organisation, ensuring that you meet the requirements of health and safety legislation can be challenging.
Business secretary Vince Cable has opened Mills & Reeve’s new Cambridge office.
Our commercial lawyers are experts from across a wide range of specialist legal disciplines.
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.
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 82 professionals, including 22 equity partners and 14 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.
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.
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.
We handle some of the biggest and most significant mergers and acquisitions (M&A) deals in the Middle East.
Our Family Business Practice is the market leader in the GCC region and is dedicated to building and engineering the legal structures and binding understandings necessary to insulate family-controlled businesses and assets from external threats and internal family dialogue debates.
Al Tamimi & Company’s Commercial Advisory practice provides a comprehensive range of advice in the areas of general commercial and advisory; joint ventures; commercial agencies; consumer protection and competition; and anti-corruption.
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.
Lawyers in our mergers and acquisitions (M&A) practice have extensive experience in the full range of sophisticated M&A transactions, ranging in size from a few million to billions of dollars.
Chadbourne’s litigation department has earned a national reputation for excellence in high-stakes, high-profile civil business disputes.
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.
Whatever your requirements, Acumum can assist you in either establishing or relocating an existing business to Malta.
Our seasoned, internationally experienced professionals can offer added-value LPO services to your organisation.
Proactive and experienced, we ensure that the correct corporate form is registered to suit your business objectives, along with minimising any taxation obligations.
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.
Appleby’s review of the key company law decisions handed down in the leading offshore jurisdictions during 2012.
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.
This Guide describes the steps to be taken to summarily to wind up a Jersey limited company.
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.
The definition of ‘director’ under the Companies (Jersey) Law 1991 is, paradoxically, both straightforward and circular.
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.
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.
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.
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.