The central government recently notified the Foreign Contribution (Regulation) Amendment Act. The amendment act aims to strengthen organisations' compliance mechanisms, enhance transparency and accountability in the use of foreign contributions and prevent the misuse of funds received from foreign contributions by certain organisations and instead promote the use of such funds by genuine non-governmental organisations which are working to improve the welfare of society.
In several decisions, the Department of Legal Affairs has outlined the limits of the free-will principle for shareholders when setting the procedure and requirements for the preferential rights for purchasing shares in attachment cases. In a recent case concerning a bylaw relating to the applicable regime for transfers arising from the seizure of a company's shares, the department's decision allows for reflection on the true scope of the free-will principle for shareholders with respect to the compulsory transfer of shares.
On 1 January 2021, as part of the new corporate governance regulations, the new provisions regarding gender quotas and transparency rules for the commodity sector entered into force. Consequently, listed companies should elect more women to boards of directors and executive boards and stricter transparency rules will apply to commodity companies.
The Turkish Grand National Assembly has promulgated the Act on the Prevention of the Financing of Propagation of Weapons of Mass Destruction, which foresees material amendments to the Commercial Code's provisions regarding bearer share certificates. Although these amendments cause transactional friction and restrict shareowners from engaging in unannounced share transfers, money laundering and the financing of terrorism pose a greater threat than these inconveniences.
The Companies (Amendment) Act recently entered into force and aims to decriminalise minor, technical and procedural non-compliance based on the nature and gravity of such offences, thereby facilitating and promoting the ease of doing business and further facilitating the ease of living for law-abiding corporates in India.
In a recent announcement by the Department of the Registrar of Companies and Official Receiver, the effective date for the commencement of data collection regarding the details of entities' beneficial owners has now moved to 22 February 2021. The final regulations governing the publication of beneficial owners' details will likely include a 'legitimate interest' requirement where legal arrangements are concerned (eg, trusts).
Pursuant to Paragraph 266 of the new Budget Law 2021, several duties relating to the mandatory coverage of company losses borne in 2020 have been postponed for five financial years, up until 2025. The new rules ease companies' financial commitments. Similarly, Article 44 of Law 120/2020 has postponed the requirement for a two-thirds qualified majority of stock capital quorum to pass resolutions of extraordinary shareholders' meetings until 30 April 2021.
The COVID-19 pandemic has had a huge impact on the Indian corporate and commercial world. The government's response has included monetary relief packages and many relaxations for private and listed companies under the Companies Act. Due to lockdowns and travel restrictions, parties' ability to perform contractual obligations and time-critical deals has been adversely affected. This video discusses these matters and the potential impact that they may have on companies in India.
The COVID-19 pandemic has led to considerable financial and operational losses in several economic sectors. In this context, it is easy to imagine dispute scenarios involving manager liability – for example, with respect to their adoption of loss-mitigation measures which later result in a loss of revenue. In such situations, it would be difficult to ascertain which losses were actually attributable to the company's managers and which were exclusively a result of the COVID-19 pandemic.
In practice, most large companies are structured as corporate groups. Corporate groups are recognised and in certain areas regulated by Swiss law (eg, accounting). However, there is little case law discussing the characteristics of corporate groups, particularly the liability of group executives. In a recent decision in the context of the collapse of the Swissair Group in 2001, the Federal Supreme Court commented on the liability of directors and board members in corporate groups.
In 2020 the Cypriot corporate world was shaken up by various global events, including the COVID-19 pandemic; however, it has remained resilient. Looking ahead to 2021, expected trends include the use of more efficient contract terms, more balanced gender diversity on corporate boards and the slow but certain growth in disruptive technologies which can support businesses and help corporate practices to evolve. This video discusses these matters and the potential impact that they may have on companies in Cyprus.
In the current economic environment, directors will be fully focused on avoiding any breach of their fiduciary duties, particularly if they are directors of companies experiencing or at risk of financial distress. This article provides a general overview of the duties of directors of Jersey companies in these circumstances.
The COVID-19 pandemic has had a significant impact on the Italian corporate and commercial world. As part of its response, the government suspended certain corporate obligations for companies (including with regard to bankruptcy law and the increase of stock capital) and granted state guarantees concerning financing loans. This video discusses these matters and the potential impact that they may have on companies in Italy.
The Companies Act 2013 is the exclusive legislation which deals with corporate social responsibility (CSR) provisions in India. In response to the COVID-19 pandemic, the Ministry of Corporate Affairs has issued various amendments to the Companies Act. On the one hand, the amendments propose to provide ease of compliance to companies; however, on the other, they also seek to penalise companies and their officers for non-compliance with CSR provisions.
The Rome Court of Appeal recently ruled on a Russian roulette clause included in a shareholders' agreement which had been entered into on a 50:50 basis. The validity of Russian roulette clauses has been disputed as several scholars consider them to be against the mandatory provisions of company law relating to a shareholder's withdrawal from a company and their assessment.
Legislation (eg, California's board racial and ethnic and gender diversity mandates) is not the only route that diversity advocates are employing to diversify the ranks of corporate directors. Moral suasion, together with implicit or explicit voting pressure, is another avenue that some groups are pursuing. One group following this path is the Russell 3000 Board Diversity Disclosure Initiative, which sent a letter to companies on the Russell 3000, urging that they all disclose board racial, ethnic and gender data.
Law 223/2020 recently introduced a series of important changes to the Companies Law. It appears that the goal of these provisions is to further simplify the legal requirements for setting up and operating limited liability companies so that they become more attractive to investors seeking to carry out business in Romania.
The Companies Law governs the reduction of share capital in Cypriot companies. The decision to reduce share capital rests with a company's shareholders, provided that this is also permitted by the company's articles of association. Ultimately, the courts must approve the reduction of share capital. Shareholders, creditors and other stakeholders have much to lose on an inappropriate reduction of share capital; therefore, keeping an objective eye on the whole process is wise.
The benefits of using a Guernsey company are extremely wide but generally include separate legal identity, limited liability for shareholders and ease of transfer of ownership. These features, coupled with a tax-neutral environment in Guernsey for most companies, enable Guernsey companies to be structured to meet a wide variety of business purposes – from commercial trading and joint ventures to investment holding vehicles.
The Companies (Amendment) Act 2020 and the Foreign Contribution (Regulation) Amendment Act 2020 recently came into force, amending the Companies Act 2013 and the Foreign Contribution (Regulation) Act 2010. This article sets out the salient changes introduced by both amendment acts, including with respect to producer companies, offences and the remuneration of non-executive directors.