When the company was purchased, you will have entered into a Share Purchase Agreement. If you think that there might be potential for a warranty claim, you need to revisit the agreement to establish the basis of your claim and the manner in which it requires to be processed. The warranties in your agreement amount to assurances from the seller with regards to the condition of the business and outstanding liabilities at the time the deal was completed ...
Legislation and jurisdiction1. What is the relevant legislation and who enforces it?Competition is regulated under Competition Law no. 21/1996, as subsequently amended andsupplemented (the Competition Law), and under Competition Council regulations andguidelines. The Romanian competition legislation generally follows the provisions of EuropeanCommunity legislation ...
Comprehensive regulation of antitrust and unfair competition activities was established in Taiwan when the Fair Trade Act came into effect in 1992 (as amended, the ¡§Fair Trade Act¡¨). The regulatory framework is similar to civil law systems such as those used in Germany and Japan. Over the past 12 years, the Fair Trade Act has been amended three times, the most recent amendments being made after Taiwan¡¦s accession to the World Trade Organization in 2002 and taking effect in 2003 ...
The Jebel Ali Free Zone (the "Free Zone") has authorized for the first time the incorporation of a commercial entity in the Free Zone owned by multiple parties. Dubai Implementing Regulation No. 1/99 (the "Implementing Regulation"), permits the incorporation in the Free Zone of "free zone companies" (a "FZCO") to be regulated by a new FZCO Department, which will have the responsibility for the formation, registration and regulation of FZCOs ...
The Emirates’ first stock exchange, the Dubai Financial Market, has been trading since mid 2000. A stock exchange was subsequently established in Abu Dhabi. Although the two markets are not presently linked, they are both subject to regulation under the UAE Securities & Commodities Exchange Law (the “Law”), which is a Federal legislation ...
On 8 September 2006, the Competition Appeal Tribunal (‘the CAT’) gave judgment in favour of London Metal Exchange (‘LME’) to recover costs in respect of its appeal against an interim measures direction (‘IMD’) issued (and then withdrawn) by the Office of Fair Trading (‘the OFT’). The OFT’s first IMD(FN1) arose from a complaint against, inter alia, LME’s plan to extend its opening hours for its non-ferrous base metals trading platform, LME Select, to capture the Asian markets ...
The United Arab Emirates (UAE) is a federation of seven Emirates that was formed by Abu Dhabi, Ajman, Dubai, Fujairah, Sharjah and Umm Al Quwain following the end of the British protectorate over the ‘Trucial States’ in 1971. The Emirate of Ras Al Khaimah joined the federation the following year ...
The European Regional Development Fund (“ERDF”) appears to be one of theappropriate means allowing Romania to reach, within the following years, the level of economicand social cohesion requested within the European Union (ERDF representing along with theEuropean Social Fund the new generation of Structural Funds)1 ...
On 8 September 2006, the Competition Appeal Tribunal (‘the CAT’) gave judgment in favour of London Metal Exchange (‘LME’) to recover costs in respect of its appeal against an interim measures direction (‘IMD’) issued (and then withdrawn) by the Office of Fair Trading (‘the OFT’). The OFT’s first IMD arose from a complaint against, inter alia, LME’s plan to extend its opening hours for its non-ferrous base metals trading platform, LME Select, to capture the Asian markets ...
In short, yes! The Companies Bill is due to come into force in 2007 and contains the most drastic changes that company law has seen in the last ten years. Once implemented it is intended to simplify and improve the existing regulations. The Bill is designed to try and reduce the regulatory burden on businesses and in particular small enterprises ...
After nearly eight years in the offing, the Companies Bill looks likely to become law in November of this year, although it is likely that most of its provisions will not take effect until autumn 2007.Despite being a massive piece of legislation, for the most parts its provisions have not been controversial and have generally been welcomed ...
The article was first published in Invest Romania, November 2006 issue.The Bill for amending Company Law no. 31/1990 as subsequently modified,supplemented and republished (the “Company Law Bill”) was approved by the Senate on 30August 2006 and is currently at the Chamber of Deputies commissions undergoing a fast-trackapproval process ...
Under the Companies Act a company is prohibited (subject to certain exceptions) from making loans to its directors. A recent case highlighted the dangers to a director who is aware that his company has made loans in breach of that prohibition. The case involved a father and son who were the directors of a company. Over time, the father had become less involved in the day-to-day management of the company in question ...
The Corporate Manslaughter and Corporate Homicide Bill was introduced to Parliament on 20 July 2006. Westminster and the Scottish Executive have agreed corporate liability for death is a health and safety matter reserved to Westminster and therefore a UK wide Act is required. The Bill makes provision for a new offence to be called corporate manslaughter in England and Wales and corporate homicide in Scotland ...
Long before the creation of limited liability companies, the best practice for companies or individuals that operated multiple distinct businesses or held multiple significant assets, such as real estate, was to segregate each distinct business or asset into a separate entity so that the liabilities of one of the businesses or assets would not affect the other businesses or assets ...
The Finance Committee at Holyrood published its long awaited Report into Accountability and Governance last month. Its conclusions, and especially its strong criticism of the current structure of independent bodies in Scotland, have raised a few eyebrows among those with an interest in public administration. The Report follows a lengthy inquiry which began in March this year, looking into the growth of independent regulatory and investigatory bodies in Scotland since devolution ...
Respondents to Dykema's 2006 M&A survey generally maintain a positive outlook on the future of the U.S. mergers and acquisitions market. Responses were received from both company executives and their outside advisors. Survey respondents are looking toward strategic buyers as an increased presence in the coming year, but also forecast significant involvement by financial and foreign buyers ...
The funding of emerging oil & gas companies is less straightforward than other start-ups due to the inherent risks associated with drilling for oil and taking any successful drilling programmes from exploration stage through to the production of oil & gas. Debt finance, essentially borrowing from banks, is usually dependent upon a guaranteed revenue, so is normally only a funding option once production has commenced ...
The Office of Fair Trading (OFT) announced in June that it was considering launching an investigation into the UK airports market "with a view to establishing if the current market structure works well for consumers". This raised a number of eyebrows in the City, as the European Commission had only just cleared Ferrovial's bid for BAA, confirming that the market (at least for ground-handling services) "is broadly perceived as well-functioning by airlines" ...
There is an argument that in certain circumstances greater prudence is now required from members dividends following the Court of Appeal case It's a Wrap (UK) Ltd (In Liquidation) v (1) Barbara Gula and (2) Anthony Gula [2006] EWCA Civ 544, which reverses an earlier High Court decision. The case involved an insolvent company which had claimed repayment of dividends unlawfully paid to the defendants who were the only members and directors of the company ...
Patent Opinion Letters: Privilege Waivers after Knorr Knorr-Bremse: The Federal Circuit Changes the Role of Options of Counsel in Patent Cases In September 2004, the en banc opinion of the Federal Circuit Court in Knorr- Bremse System Fuer Nutzfahrzeuge Bmbh v. Dana Corp ...
The Office of Fair Trading (OFT) announced in June that it was considering launching an investigation into the UK airports market "with a view to establishing if the current market structure works well for consumers". This raised a number of eyebrows in the City, as the European Commission had only just cleared Ferrovial's bid for BAA, confirming that the market (at least for ground-handling services) "is broadly perceived as well-functioning by airlines" ...
Last March 15th was published Decree Law nr. 52/2006 implementing Directive 2003/6/CE, of the European Parliament and the Council, dated January 28th, on insider dealing and market manipulation, and Directive 2003/71/CE, of the European Parliament and the Council, dated November 4th, on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/CE ...
It is now eighteen months since Freedom of Information legislation came into force and one of the most interesting facets of the Scottish and UK Information Commissioners' decision-making has been the application of the public interest test. In terms of the Freedom of Information legislation there are certain exemptions which, when they apply, can potentially exclude requested information from disclosure ...
In April last year, companies were given greater flexibility in protecting their directors against certain liabilities as a result of changes to the law. The changes recognised increasing concern over directors' exposure to liability arising from legal proceedings brought by third parties. The Companies Actprohibits a company from exempting directors in respect of liability if negligent, in default or in breach of duty or trust ...
