Executive summary: In transactions involving the sale of shares in companies in Poland, as well as agreements on sale of enterprises or significant assets, the representations and warranties of sellers are becoming more and more extensive. Main Article: The notion of representations and warranties was adopted from common law systems and has become part of … Continued
Executive summary: This article briefly examines a few key changes made to the process for court based restructurings introduced by the Companies Act, 2013. Introduction The Companies Act, 2013 (“2013 Act”), having been approved by the Lok Sabha in 2012, was approved by the Rajya Sabha on August 8, 2013 and now only awaits Presidential … Continued
Executive Summary: The European Commission approved a proposed acquisition which would create a merged entity that would be the only producer of naphthenic base and process oils in the EEA. The Commission’s investigation found that failure to approve such merger would result in a loss of refinery assets and significantly reduce production capacity in the … Continued
Highlights The Australian public M&A market has seen a significant drop in activity over the 12 months to 30 June 2013. After a number of years where the energy and resources sectors were the primary drivers of public M&A activity in Australia, in FY 2013, most activity was in the utilities, industrials, financial services and … Continued
Executive Summary: A number of recent high profile cases have allowed non-English companies to make use of the English scheme jurisdiction to restructure their debts. These decisions have proved controversial in some quarters, with concerns being raised that allowing these schemes of arrangement to proceed facilitates forum shopping. The purpose of my paper, Cross-Border Schemes … Continued
Executive Summary: From a commercial perspective, spin-offs can represent incredible opportunities for unlocking shareholder value. As with any major undertaking, spin-offs require a tremendous amount of planning, and investors and management alike should rightfully strive to achieve predictable outcomes. Fortunately, the Panamanian legislature has shed some additional light on this subject by recently enacting a … Continued
Executive Summary: The Companies Act, 2013 has been highly anticipated and will bring sweeping changes to the extant company law regime. This article covers a general overview of some of the key changes brought about by the 2013 Act. Topics covered include: New and changed key concepts of control, a promoter, a subsidiary company, associate … Continued
Executive summary: The Companies Act, 2013 (“2013 Act”) was expected to simplify life for corporate India, strengthen corporate governance norms and make India an attractive and safe investment destination. Introduced with the objective of consolidating and amending the existing law applicable to companies, the 2013 Act contains 470 clauses as opposed to nearly 700 sections … Continued
Highlights: Prior to the authorization of a merger by the relevant authorities, the exchange of information between them, while a crucial part of the deal, might be considered in certain circumstances a violation against proceeding with a merger without authorization. Outlined below are some of the precautions to be taken in order to avoid a … Continued
Executive Summary: This article provides an update on the legal framework and regulatory developments for fundraising by fund managers from third parties who invest into closed-ended funds domiciled in South Africa. While private equity fundraising activity and the success rate thereof has not returned to 2006–2007 levels, the relatively expensive level of equities on the … Continued
