Company & Commercial updates

European Union

EU Directive 2017/828 – cornerstone of increased shareholder engagement?
  • European Union
  • 27 November 2017

EU Directive 2017/828, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement, was recently published. The directive provides several options for member states when transposing the directive into national law. Depending on how the respective national legislature make use of these options, there will be minor or major changes to the national law.


France

Contributed by Hughes Hubbard & Reed LLP
Supreme Court reaffirms Dailly assignments
  • France
  • 12 March 2018

The Commercial Division of the Supreme Court has clarified how an assignment of business receivables, known as a 'Dailly assignment', operates. Through this decision, the Supreme Court has reinforced the effectiveness of the Dailly assignment mechanism by giving full effect to the assigned debtor's actual knowledge of the assignment and by giving no effect to contractual provisions that restrict assignment.

New law introduces ethical accountability for corporates
  • France
  • 27 November 2017

The new law on the duty of vigilance for parent companies and principal contractors aims to improve the accountability of multinational companies, prevent serious incidents in France and abroad and allow parties to obtain compensation for losses which they suffer as a consequence of non-compliance. To achieve these aims, the law requires companies to draft an awareness plan and implement a monitoring and whistleblowing system. It also introduces penalties for non-compliance.

Impact of Sapin II Law on company law
  • France
  • 03 July 2017

The Sapin II Law aims to support transparency, modernise business activity and combat corruption. It introduces measures to regulate executive pay in listed companies, simplify company law and modernise bond issues. Among other things, it has simplified the procedure for contributions of goodwill, abolished the prior authorisation requirement for certain transactions and simplified the procedure for issuing bonds.

Supreme Court ruling reinforces corporate veil
  • France
  • 06 March 2017

The concept of de facto management makes it possible to hold a parent company liable for its subsidiary by requiring that it make up any shortfall in its assets if the subsidiary is insolvent. This ultimately leads to a piercing of the corporate veil. A recent Supreme Court ruling points to a shift in case law towards a more restrictive interpretation of de facto management, thereby reinforcing the corporate veil.

Sudden termination of established commercial relationship in international context: lessons from recent EU ruling
  • France
  • 28 November 2016

A recent landmark European Court of Justice (ECJ) ruling calls into question the type of liability incurred when an established commercial relationship is suddenly terminated. According to the ECJ, the liability is contractual, whereas for the French Supreme Court, tortious liability arises. The practical consequences of this ruling are significant in that EU law on jurisdiction differs substantially, depending on whether the liability in question is tortious or contractual.


Greece

Contributed by Cocalis & Partners
Commercial corporate entities: a brief outline
  • Greece
  • 02 September 2019

An important consideration before doing business in Greece is choosing the most suitable corporate entity. However, there are several other key elements to consider. A one-stop service is available (with limitations) for the incorporation of all company types, provided that they use basic (ie, template) articles of association; however, there are no 'off-the-shelf' companies in Greece. This article outlines the basic types of Greek corporate entity (excluding maritime entities).


Indonesia

Contributed by Ali Budiardjo, Nugroho, Reksodiputro
Long-awaited regulation on Language Law finally introduced – but questions remain
  • Indonesia
  • 28 October 2019

After a 10-year delay, a presidential regulation has finally been issued to give effect to key language provisions of the Law on the National Flag, Language, Coat of Arms and Anthem. Of primary interest to businesses are the provisions on contractual language, as they refer to the controversial requirement that agreements involving an Indonesian party must be written in Indonesian and that agreements involving a foreign party must also be written in the national language of the foreign party or in English.

Will BKPM takeover of OSS help to eliminate glitches?
  • Indonesia
  • 28 January 2019

The online single submission (OSS) system constitutes a significant overhaul of Indonesia's business and investment licensing regime. Although much later than scheduled, responsibility for the OSS has now officially transferred to the Investment Coordinating Board. The government made it clear from the outset that the OSS would take time to perfect. Although the OSS works reasonably well for the most part, a number of problems remain.

New online single submission system: what is it?
  • Indonesia
  • 17 September 2018

Government Regulation 24/2018 recently entered into force and established the integrated online single submission (OSS) system, which constitutes a significant overhaul of Indonesia's business licensing regime. The system aims to enable businesses to obtain all necessary central and local government business and operating licences online using the OSS portal. Although these changes have been welcomed, the OSS system remains a work in progress.

New procedure for manpower reporting
  • Indonesia
  • 22 January 2018

The Ministry of Manpower recently issued Regulation 18/2017, which introduces an online-only procedure for mandatory manpower reporting. The regulation specifies when companies must submit an online report and requires them to do so via the ministry website. It also regulates the usage and management of data from manpower reports.

Amendment to nuisance permit regulation
  • Indonesia
  • 07 November 2016

The minister of home affairs recently enacted Regulation 22/2016, amending Regulation 27/2009 on the Guidelines for the Granting of Regional Nuisance Permits. The amendment is part of the president's policy to reduce the number of business permits and licences required to start a business. It introduces important changes to the criteria considered in nuisance permit applications and the types of business that are exempted from the requirement to obtain a permit.


Iraq

Contributed by Hannouche Associates LLP
Commercial representation in Iraq under new Commercial Agency Law
  • Iraq
  • 21 May 2018

Consequent differences between Federal Iraq and the Kurdistan Region of Iraq in the application of commercial agency legislation have surfaced following the ratification of the new Commercial Agency Law by the Iraqi Parliament. While this new law has replaced the old Commercial Agency Law in Federal Iraq, it is yet to be deliberated by the Kurdish Parliament, where the old law remains applicable for all commercial agency matters in the Kurdistan Region of Iraq.

Registration of non-governmental organisations in the Kurdistan Region of Iraq
  • Iraq
  • 31 July 2017

In light of the current humanitarian crisis and the large number of refugees that have entered the Kurdistan Region of Iraq, the presence of non-governmental organisations (NGOs) is vital in order to assist affected local communities and refugees. As the call for aid increased, the number of registered NGOs in the Kurdistan Region has surged. In this respect, NGOs must comply with applicable laws and regulations in order to secure a legal presence in the region.