Latest updates

Key changes under Foreign Contribution (Regulation) Amendment Act
Clasis Law
  • India
  • 01 March 2021

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.

Free-will principle in compulsory transfer of shares in limited liability companies
CMS Albiñana & Suárez de Lezo
  • Spain
  • 01 March 2021

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.

New gender quotas for publicly listed companies and transparency rules for commodity sector enter into force
Badertscher Attorneys at Law
  • Switzerland
  • 01 March 2021

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.

Restrictions on bearer shares to counter financing of terrorism
Kayum & Demir
  • Turkey
  • 22 February 2021

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.

Key takeaways from Companies (Amendment) Act
Clasis Law
  • India
  • 01 February 2021

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.

Register of beneficial owners: information available subject to request
Solsidus Law
  • Cyprus
  • 01 February 2021

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).

Capital loss coverage postponed until 2025
Grieco e Associati
  • Italy
  • 18 January 2021

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.

OnDemand Corporate and commercial: trends and issues – India
Clasis Law
  • India
  • 21 December 2020

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.

COVID-19 and increased liability of company managers
Freitas Ferraz Advogados
  • Brazil
  • 14 December 2020

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.

Liability of directors and board members in corporate groups
Badertscher Attorneys at Law
  • Switzerland
  • 14 December 2020

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.

OnDemand Corporate and commercial: trends and issues – Cyprus
Solsidus Law
  • Cyprus
  • 14 December 2020

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.

Duties of directors of Jersey companies
Ogier
  • Jersey
  • 07 December 2020

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.

OnDemand Corporate and commercial: trends and issues – Italy
Grieco e Associati
  • Italy
  • 07 December 2020

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.

Analysing recent amendments to corporate social responsibility legislation
Clasis Law
  • India
  • 30 November 2020

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.

Rome Court of Appeal rules on Russian roulette clause
Grieco e Associati
  • Italy
  • 30 November 2020

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.

New initiative asks companies to disclose board racial and ethnic composition
Cooley LLP
  • USA
  • 23 November 2020

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.

New law on debureaucratising functioning of companies enters into force
Schoenherr
  • Romania
  • 16 November 2020

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.

Key considerations when reducing a company's share capital
Solsidus Law
  • Cyprus
  • 09 November 2020

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.

Guernsey companies – an overview
Ogier
  • Guernsey
  • 26 October 2020

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.

Companies (Amendment) Act and Foreign Contribution (Regulation) Amendment Act enacted
Clasis Law
  • India
  • 26 October 2020

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.

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