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Enron, WorldCom, Tyco International and Parmalat: names associated with tales of corruption, mismanagement and financial irregularity. But these names are now also synonymous with something else: a raft of reforms to company regulation worldwide. Two such reforms being felt in the UK are the Companies (Audit, Investigations and Community Enterprise) Act 2004, and the FTSE Institutional Shareholder Services (ISS) Corporate Governance Index Series ...

Lawson Lundell LLP | April 2005

This paper is about the role of the pension and benefits lawyer in the context of a merger or acquisition. The paper profiles several recent high profile corporate transactions where pension issues played unexpectedly significant roles. These provide potent examples of how the pension and benefits lawyer should be consulted early on in the transaction process ...

LCS & Partners | April 2005

General overview What legislation governs M&A activity in your jurisdiction? M&A activities in Taiwan are primarily governed by the Enterprise Mergers and Acquisitions Law, the Securities and Exchange Law, the Company Law, the Fair Trade Law and the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company ...

A&L Goodbody LLP | April 2005

2004 has again been a very busy year on the M&A and Corporate Finance front, with the building materials, financial services, media and the property sectors dominating. The take private arena has been particularly active. Having been privatised in 2002, eircom was floated again earlier in the year with a market capitalisation of €1.1 billion ...

A&L Goodbody LLP | April 2005

Outsourcing is not a new phenomenon. As business processes become more complex and costly many Irish companies are concentrating on their core activities and handing over responsibility for running expensive systems and managing large numbers of employees to expert third parties, for an agreed price. Irish companies are also increasingly outsourcing for strategic reasons, looking to leverage the specialist expertise of service providers to open new product and market opportunities ...

A&L Goodbody LLP | April 2005

In part two of his article on Near and Offshore Outsourcings Dominic Conlon of A&L Goodbody sets out a list of issues which should be considered by any company looking to outsource its service requirements to a provider based in a foreign jurisdiction ...

Limited Companies (LCs) and Limited Liability Partnerships (LLPs) are corporate structures that exist as separate legal entities and afford members limited liability. LCs and LLPs can enter into contracts, hold property, sue and be sued, grant fixed and floating charges and are subject to similar disclosure, accounting and filing requirements. The main distinction between them is that while an LC is treated as a taxable entity an LLP’s members are taxed as individuals ...

Asters | March 2005

The year 2004 saw increased M&A activity in the Ukrainian banking sector. Some of the notable acquisitions include equity transfers in Kredit Bank (to PKO Bank Polski S.A.), Transbank (to Bank TuranAlem of Kazakhstan),Bank Leader (to Renaissance Capital of Russia), and, of course, the benchmark deal of the year — acquisitionby Vilniaus Bankas, a Lithuanian subsidiary of the powerful SEB Group of Sweden, of the Joint Stock Bank Agio ...

Ellex Valiunas | March 2005

Foreign arbitral awards and court judgments in Lithuania may be enforced only after having been recognised and authorised for enforcement by the Court of Appeals of Lithuania, an authority empowered by the State to recognise awards/judgments and authorise their enforcement ...

Lavery Lawyers | March 2005

Summary • The directors’ duty of care (objective standard) • The directors’ duty of loyalty does not extend to creditors • The duty of care extends to other beneficiaries beyond the corporation • Corporate governance = shield against directors’ liability • In the United States, directors are forced to contribute their personal funds toward settlements • Changes are made to the proposed corporate governance rules and guidelines • Our April 2004 bulletin was updated in January 2005 to ref

Shepherd and Wedderburn LLP | February 2005

This will depend on how much money you are trying to raise and the number of people to whom you intend to offer the shares. The biggest change to the current AIM prospectus will occur if you are raising more than EUR 2.5 million (about £1.7 million) and you are offering shares to more than 100 people. If that is the case, the prospective directive (PD) will apply and the company will need to produce a PD prospectus ...

Deacons | February 2005

The Securities and Futures Commission ("SFC") have just released their consultation paper ("Paper") on the review of the disclosure of interests regime under Part XV of the Securities and Futures Ordinance (Cap. 571) ("Part XV"). The Paper contains the SFC's proposals for changes to the law on disclosure of interests in shares. Most of the provisions of the Securities and Futures Ordinance was gazetted on 28 March 2002 and came into effect (including Part XV) on 1 April 2003 ...

Deacons | February 2005

“Financial assistance” includes granting credit, lending money, providing security for or guaranteeing a loan. (This is the definition in relation to connected transactions, but a similar concept would apply generally.) We will first discuss the treatment of price-sensitive information, in respect of which there is a general obligation ...

Lawson Lundell LLP | February 2005

THE LAW OF DEFAMATION: A PRIMER By Thomas S. Woods* INTRODUCTION Editors, publishers, writers, advertisers and all who are involved in the dissemination of information in written or electronic form should have at least an elementary grasp of the principles of the law of defamation. It is often said that a little information can be a dangerous thing. That truism is difficult to dispute ...

Despite rumours from Westminster that the Pensions Bill was to be dropped to make room for the anti-fox hunting Bill, it looks certain that the Pensions Bill will finally receive Royal Assent in November. In its final form, the Bill now extends to over 350 pages. Those looking for simplification will be disappointed to say the least ...

A&L Goodbody LLP | January 2005

Introduction Patented inventions are a large source of revenue in the pharmaceutical industry. Ireland's tax exemption in respect of certain patent royalties, has been one of the driving factors behind investment by pharmaceutical multinationals, principally from the US, in the Irish economy. Irish tax legislation provides an exemption from tax for income derived from "qualifying patents" when received by a person resident in Ireland and not resident in any other country ...

A&L Goodbody LLP | January 2005

The UK press reported recently (August 2004) that an unnamed Lloyds TSB customer, backed by the Lloyds TSB Group Union, has complained to the Information Commissioner (the UK equivalent of the Irish Data Protection Commissioner) in respect of the transfer abroad of “sensitive personal data” 1 held by Lloyds about its customers. The government-appointed information commissioner has been asked to rule on whether Lloyds TSB is acting illegally ...

Haynes and Boone | January 2005

Synopsis - Trial lawyers often find themselves defending one of several defendants in a lawsuit. Depending on the claims and defenses in the case, they may need to communicate with lawyers defending other parties to discuss defense strategy and understand the case from different perspectives. It is critically important for trial lawyers to know and understand which communications are protected from discovery ...

May a manufacturer fix the price at which its distributor may sell its products (resale price maintenance)? Article 10 of the Federal Enconomic Competition Law sets out in seven paragraphs the activities that are classified as relative monopolistic practices, provided that: (a) the agent in question has substantial economic power in the relevant market; and (b) the purpose of effect of the activity is, or may be, to improperly displace other agents from the market, significantly impede their

Current economic competition legislation has imposed new rules on economic agents that operate in the national market. These rules have changed the nature of the relationships which business may have with competitors, suppliers, distributors, and customers ...

Deacons | January 2005

Year-end deadline for application to the HKMA to adopt the basic approach and internal rating based approach for credit risk calculation The Hong Kong Monetary Authority ("HKMA") issued a circular ("the Circular") to all Hong Kong incorporated authorised institutions ("AIs") on 7 December 2004, requesting formal applications from AIs that plan to adopt the internal rating based ("IRB") or the basic approach ("Basic Approach") for the assessment of their capital adequacy ...

Deacons | November 2004

1. Overview of recent corporate governance reforms a. Recent initiatives There have been numerous recent changes in Hong Kong in relation to corporate governance matters, extending well beyond legislation and nonbinding codes. The roles of relevant regulators have also been examined and proposed changes made. As far as legislation is concerned, the most significant change is the introduction of the Securities and Futures Ordinance, which came into force on April 1 2003 ...

Lavery Lawyers | November 2004

On October 29, 2004, the Supreme Court of Canada issued its much anticipated decision in the case of Peoples Department Stores (Trustee of) vs. Wise ...

Deacons | October 2004

It has been announced that most parts of the Companies (Amendment) Ordinance 2004 (Ordinance), including changes in the prospectus regime, will come into force on 3 December 2004. The details are described in this article ...

Asters | October 2004

Practically everyday new companies in Ukraine are entering international financial markets through attraction of loans from international financial institutions (IFI), placement of Eurobonds, etc. Some of them would certainly soon start thinking of Initial Public Offerings (IPO) and similar instruments. In this overview the author tries to shed light on some very important but rather hidden prerequisites for success in doing so ...

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