Company & Commercial updates
Austria
Say on pay and related party transactions: implementation of EU Shareholder Rights Directive II
- Austria
- 03 June 2019
With the deadline for implementing the EU Shareholder Rights Directive II (SRD II) fast approaching, the government recently published a ministerial draft of the Stock Corporation Amendment Act 2019, which addresses the rules on say on pay and related party transactions. The draft seeks to minimise the administrative burden on listed companies by avoiding any 'gold plating'. Further, it closely follows SRD II and takes advantage of business-friendly options.
Managers under trade law: how will Constitutional Court rule?
Schoenherr- Austria
- 15 January 2018
The Higher Administrative Court recently requested that the Constitutional Court repeal Section 39(2) of the Trade Act, as it infringes fundamental rights guaranteed by the Constitution. Austrian legal practitioners are already eagerly awaiting this judgment, which is expected to be issued during 2018.
Bermuda
Privy Council clarifies Bermuda's '60/40 rule'
Carey Olsen Bermuda- Bermuda
- 01 July 2019
In a judgment which is likely to have wide-ranging implications for local companies subject to the '60/40 rule', the Privy Council recently held that local companies may confer on non-Bermudians "de facto control by commercial arrangements", provided that non-Bermudians have no control over the manner in which directors and shareholders vote.
Deadline approaches for compliance with Bermuda beneficial ownership regime
Carey Olsen Bermuda- Bermuda
- 01 April 2019
Bermuda companies have until 30 April 2019 to comply with requirements introduced in 2018 to maintain a register of their beneficial owners. If a company is non-compliant with these requirements after this date, both the company and its directors and other officers may be subject to criminal sanctions.
Brazil
Technology's role in commercial contracts
- Brazil
- 22 April 2019
Simple legal transactions and contracts can often be completed at the click of a button. However, there are a growing number of investment rounds in start-ups based on Brazilian versions of Silicon Valley contracts that unfortunately have not benefited from the critical eye and practical expertise of experienced lawyers who can examine the contracts under Brazilian law.
Stock options: local law and international accounting rules
BMA Barbosa Mussnich Aragao- Brazil
- 25 February 2019
It is hardly surprising that Brazil's adoption of the International Financial Reporting Standards did not mesh perfectly with the Corporations Law. This article discusses the reasons for this incongruity, including that the international accounting model draws more inspiration from common law systems than from Brazil's civil law tradition and the temporal distance between the Corporations Law (although it remains modern in spirit) and the accounting rules, which are constantly evolving.
British Virgin Islands
Are you wearing the right hat? Directors' duties revisited by Court of Appeal
- British Virgin Islands
- 29 October 2018
The Court of Appeal judgment in Antow Holdings Limited v Best Nation Investments Limited continues the development of the law regarding BVI directors' duties following the Independent Asset Management appeal, which established – for the first time in the British Virgin Islands – clear guidance regarding the proper purpose test. The decision is arguably at the extreme end of the spectrum, with the court describing the motives of the Best Nation directors as self-serving.
Court of Appeal provides guidance on directors' powers
- British Virgin Islands
- 22 January 2018
A recent Court of Appeal ruling provided guidance on directors' powers after considering whether a fresh issuance of shares by directors which altered the balance of voting power between the shareholders was done for a proper purpose. The court held that directors should not issue shares in a manner that could affect the balance of power between groups of shareholders or create new majorities, irrespective of whether the old or new majority have a proprietary interest in the fund.
Cyprus
Contributed by Solsidus LawImportance of certainty in agreements: can there be room for an agreement to agree?
- Cyprus
- 20 May 2019
The Contracts Law provides the legal framework for establishing legally valid and enforceable agreements in Cyprus. However, in real-life commercial situations, parties may not always achieve the certainty required to ensure that an agreement or contract term is valid and enforceable. The pressure associated with reaching an agreement often causes parties to defer important contract terms in order to close a deal at the expense of certainty and, ultimately, enforceability.
New simplified strike-off procedure comes into force
- Cyprus
- 18 March 2019
The provisions on the striking off of Cypriot companies set out in the Companies Law were recently amended to introduce a simplified process to reinstate a company which is struck off as a result of failure to file mandatory documents or to pay the annual levy to the registrar. The simplified process aims to enable companies that are struck off due to irregularity to be reinstated within two years, without having to resort to the courts
Directors' duties when launching ICOs
- Cyprus
- 06 August 2018
When an initial coin offering (ICO) is structured through a Cypriot company, directors' duties are highly relevant. The directors must approve the framework within which the ICO will be launched. While doing so, directors are legally required to protect the company's interests in line with their fiduciary duties. When directors also invest their own funds in an ICO, under Cypriot law, they must still maintain a conflict-free position.
Forced sale orders on grounds of unfair prejudice and oppression
- Cyprus
- 11 June 2018
Shareholder petitions of unfair prejudice have been compared to divorce petitions. Indeed, these shareholder disputes tend to carry the same level of acrimony, especially when courts are faced with the option of deciding the sale of one shareholder's shares to another. Fairness is at the heart of the courts' consideration when deciding cases of unfair prejudice and shareholder oppression.
Service of documents to companies with registered offices in Cyprus
- Cyprus
- 02 April 2018
Specific rules apply to the service of court and judicial documents and judgments issued by Cypriot or foreign courts in Cyprus. Among other things, companies must publish details of their registered offices with the Registrar of Companies upon incorporation and file a notification with the registrar within 14 days of any change of address. In addition, the private service of documents must be carried out by a Supreme Court-licensed private process server.
