By Lisa Navarro and Marie-José van der Heijden on Posted in Compliance Programs,CorporateOn 8 November 2016, the French Parliament approved new anti-corruption legislation. Championed by the Minister of Finance Michel Sapin, the law that is commonly known as Sapin II will fundamentally change the compliance landscape for French companies. In particular, it will place a positive obligation on large companies, and their subsidiaries, to implement anti-corruption compliance… Continue Reading
By Charles O. George on Posted in Corporate,M&AIn the recent case of Teoco UK Limited v Aircom Jersey 4 Limited and Aircom Global Operations Limited [2015] EWHC (Ch), the High Court considered the validity of breach of warranty claim notification letters. Facts The claimant acquired two companies and their subsidiaries from the defendants. In the sale and purchase agreement (“SPA”) the defendants… Continue Reading
By Charles O. George on Posted in CorporateIn the recent case of Eclairs Group Limited & another v. JKX Oil & Gas Plc [2015] UKSC 71, the Supreme Court considered the duty of directors to exercise powers “only for the purposes for which they are conferred” (s171 of the Companies Act 2006 (CA 2006)). Facts Eclairs and Glengary were shareholders in JKX… Continue Reading
By Adam Cain on Posted in Corporate,Employment lawIntroduction The Small Business, Enterprise and Employment Act 2015 (the “Act“) received Royal Assent on March 26, 2015 and marks the single biggest change to company law since the Companies Act 2006 (“CA”). It will be phased in over the course of the next 12 months. Although the Act’s title implies that it will only… Continue Reading
By Greenberg Traurig Maher on Posted in CorporateBy Henrietta Walker and H. Andrew Ross In the recent case of Shafi v Rutherford [2014] EWCA Civ 1186 (Shafi), the U.K. Court of Appeal was asked to examine an appeal from the High Court regarding the interpretation of a completion accounts mechanism, a commonly used price adjustment process in company and business acquisitions. The… Continue Reading
By Kate Eades and Amy Moore˘ on Posted in CorporateIn a recent case, Smithton Ltd v Naggar [2014] EWHC 680 Ch, the Court of Appeal reconsidered the difference between de facto and shadow directors. A de facto director is a person who performs the functions of a director but who has not been formally appointed as such (s250 Companies Act 2006 (“CA 2006”)). Whereas,… Continue Reading
By Emma L. Menzies on Posted in CorporateThe Loan Market Association (LMA) recently published a short user guide and recommended forms of facility agreements for use in South Africa (the South Africa Documentation) and in Kenya, Nigeria, Tanzania and Uganda (the East African and Nigerian Documentation). The LMA has been at the forefront of developments in the syndicated loan market with its… Continue Reading
By Karoline Tauschke on Posted in Corporate,M&AM&A activity for public companies in the UK has picked up in the first half of 2014 compared to the same period last year. In total, 22 firm offers for companies listed on the Main Market and AIM were announced in the first two quarters of 2014, an increase from the 17 firm offers made… Continue Reading
By Kate Eades on Posted in CorporateWritten by Paul Berkowitz On February 13, 2013, the United States Securities and Exchange Commission (“SEC”) issued a publication entitled, Accessing the U.S. Capital Markets — a Brief Overview for Foreign Private Issuers. 1 The publication opened by stating that “[t]he U.S. capital markets have long been a favorite destination for foreign companies wishing to raise… Continue Reading
By Kate Eades on Posted in CorporateWritten by Simon Harms and Stephen C. Tupper 1. Background A significant number of countries worldwide now operate mandatory merger control regimes. Cross-border M&A activity, as a result, increasingly involves notifications in several jurisdictions. Most regimes are national in scope, however, important supranational merger control regimes exist – such as European Union (“EU”) merger control.… Continue Reading
By Kate Eades on Posted in CorporateWritten by Andrew Briggs and Lisa Navarro As the foreword to the Ministry of Justice’s (“MoJ”) recently released guidance on the Bribery Act 2010 (the “Act”) reminds us, one of the Government’s aims in pushing forward with this legislation is to create “a level playing field” with regards to the eradication of bribery. The Government recognised… Continue Reading
By Kate Eades on Posted in CorporateWritten by Andrew Briggs and Lisa Navarro The UK’s Bribery Act 2010 (the “Act”) will come into force on 1 July 2011. The accompanying guidance from the Ministry of Justice (“MoJ”), Serious Fraud Office (“SFO”) and Director of Public Prosecutions (“DPP”) was published on 29 March 2011. Many companies’ minds will, therefore, now focus on… Continue Reading
By Kate Eades on Posted in Competition Law,Corporate,Intellectual Property & Technology,RegulatoryWritten by Simon Harms On 14 December 2010, the European Commission(the “Commission“) adopted a new suite of rules governing co-operation between actual or potential competitors, consisting of (i) guidelines on the applicability of EU competition law to horizontal co-operation agreements (the “Guidelines”) and (ii) two new block exemption regulations covering: (1) specialisation and joint production… Continue Reading
