Corporate/M&A Amendments to the Main Market Listing Requirements following Enhanced IPO Framework On 11 August 2021, Bursa Malaysia Securities Berhad (“Bursa Securities”) reviewed the Main Market Listing Requirements (“MMLR”) to ensure parity of regulation with the Securities Commission Malaysia’s (“SC”) introduction of an enhanced initial public offering (“IPO”) framework which took effect on 1 January 2021 ...
This is the first article in 'Back to Basics', a series of articles looking at insolvency processes in Scotland. In this article I examine the court process for winding up a company. A winding up petition is a form of legal action that can be used when a company is unable to pay its debts as they fall due. Sections 122 to 124 of the Insolvency Act 1986 (‘the Act’) deal with how to wind up a company in Scotland ...
The government has confirmed its intention to establish eight new Freeports in Solent, East Midlands Airport, Felixstowe & Harwich, Humber, Liverpool City Region, Plymouth & South Devon, Teesside and Thames. In our latest Freeport bitesize briefing, we look at some of the potential commercial contracts and supply chain opportunities for businesses looking to operate in these Freeports. There are generous customs and taxation benefits within Freeport sites ...
Regulation 603/2021 was approved by the Governing Board of the Institute of Public Markets, Real Estate and Construction I.P. (“IMPIC”) and came into force on 5 July 2021. The aim of this regulation (“Regulation”) is to establish and regulate the procedures to be adopted in the fight against money laundering and terrorist financing in the real estate sector ...
In a sign that the U.S. Securities and Exchange Commission continues to ramp up its enforcement efforts, the SEC last week in In re: Healthcare Services Group Inc. charged a health care services company and its chief financial officer and controller as part of the Division of Enforcement's Earnings Per Share, or EPS, Initiative. A Sept ...
The National Treasury (“NT”’) published its draft Taxation Laws Amendment Bill with accompanying Explanatory Memorandum on 28 July 2021 (the “draft Bill”). By now it is well known that the draft Bill contains a fairly radical proposal: section 20 of the Income Tax Act, 1962 (“the Act”) will be amended to limit the amount of an assessed tax loss that may be set-off against taxable income ...
Since the G7 meeting on 5 June when the G7 finance ministers announced a global corporation tax of at least 15%, there has been much written and spoken about the new proposed global minimum tax rate. Janet Yellen, the US Treasury Secretary, called the agreement a “historic day for economic diplomacy” ...
It seems like an eternity ago since the World Health Organisation declared a pandemic on 11 March 2020. Governments around the world have responded to the pandemic in different ways, including various degrees of lockdowns, travel restrictions and fiscal and monetary support for some of the most affected industries. This has led to unprecedented disruptions of the global economy and affected business models of many multinational enterprises (“MNEs”) ...
On August 31st, 2021, with 64 votes the Congress approved the Law regarding the Creation of the Bitcoin Trust (“FIDEBITCOIN”), by means of which a trust is constituted in the Development Bank of the Republic of El Salvador (“BANDESAL”), to benefit the users of the National Wallet, represented by the Republic of El Salvador, whose purpose will be to support the alternatives for bitcoin convertibility provided by the Salvadoran Government ...
[!<CDATA[ In one of its recent opinions, Kellogg Brown & Root Services, Inc. v. Sec’y of the Army, the Federal Circuit issued new guidance on what contractors must show to prove the reasonableness of costs incurred following an (alleged) government-caused delay. The U.S. Army (the “Army”) and Kellogg Brown & Root Services, Inc. (“KBR”) contracted for KBR to deliver thousands of trailers to Iraq by an agreed-upon deadline ...
[!<CDATA[ Multi-building condominium projects often raise unique legal issues as they do not squarely fall within the definitions used in state statutes. The Minnesota Supreme Court recently addressed the unique nature of multi-building condominium projects in Village Lofts at St. Anthony Falls Association v. Housing Partners III-Lofts ...
[!<CDATA[ This term the Supreme Court is set to resolve a circuit split over the extent of a federal district court’s power to order a person “who resides in or is found” in its district “to give testimony or statement or to produce a document or other thing for use in a proceeding in a foreign or international tribunal” pursuant to 28 U.S.C Section 1782(a) ...
[!<CDATA[ In May of this year, the Supreme Court of Wyoming held that a subsidiary of Sinclair Oil could invoke statutory bad faith damages after prevailing in a coverage dispute with its insurer, Infrassure. The court rejected the district court’s analysis that accepted the insurer’s narrow interpretation of Wyoming’s insurance code ...
[!<CDATA[ Effective September 1, 2021: HB 1578 closes the loophole of the previous version of Chapter 38 of the Texas Civil Practice & Remedies Code so that parties will be able to recover attorneys’ fees from LLCs, LLPs, LPs, or other organizations in lawsuits for breach of contract. Generally, Texas law provides that each party to a lawsuit is responsible for her attorneys’ fees ...
Last night, only days ahead of a general election the minority Government in Norway is likely not to win, a proposal for dramatic changes to the upstream petroleum tax regime. It was announced at 18.00 hours Oslo time in a hastily called press conference by the Minister of Finance Mr Sanner (Conservative) and the Minister of Petroleum and Energy Ms Bru (Conservative) ...
1. May the Bureau of Internal Revenue issue assessments against a taxpayer based on third-party information? Yes, provided that such third-party information is verified or confirmed with the relevant customers or suppliers. In Commissioner of Internal Revenue v. Mercury Group of Companies, Inc. (CTA EB No. 2215 (CTA Case No ...
The World Trade Organization (‘WTO’) has always been of the view that Indian export subsidy schemes like Merchandise Exports from India Scheme (‘MEIS’), Export Oriented Units (‘EOUs’), Service Export Incentive Schemes are principally in violation to the Subsidies and Countervailing Measures Agreement (‘SCM Agreement’) ...
There are indirect, and potential direct, implications for lending transactions from the Pension Schemes Act 2021. Both lenders and borrowers, as well as pensions trustees, have an interest in knowing what's changed and how that might impact their deals. The Act received Royal Assent on 11 February 2021 and updates the Pensions Act 2004. It primarily relates to funding and security of Defined Benefit or ‘Final Salary’ Schemes (‘DB Schemes’) ...
Margin ratchets are a concept that the banking and finance world are familiar with. Increasingly these are linked to ESG loans with both lender and borrower engagement. How do they work in practice, what are the benefits and what are the potential risks? Typically margin ratchets are linked to financial covenants – more often than not leverage – they incentivise borrowers to improve their financial health over the life of a loan ...
On May 21, 2020, the Commission adopted amendments to the financial statement disclosure requirements for business acquisitions and dispositions by Commission registrants that also apply to companies undertaking an initial public offering. The amendments resulted from the Commission staff’s ongoing evaluation of Regulation S-X and Regulation S-K as part of its Disclosure Effectiveness Initiative and were proposed by the Commission in May 2019 ...
MLC Intellectual Property, LLC v. Micron Technology, Inc., Appeal No. 2020-1413 (Fed. Cir. Aug. 26, 2021) For those interested in an important Section 112 written description case, we recommend reading the Juno Therapeutics decision below, one of many significant precedential opinions issued this week. We choose as our Case of the Week another important decision issued this week, on the issue of damages, discovery, and expert disclosures ...
On August 27, 2021, the Regulation of the Bitcoin Law (the “Regulation”) was published in the Official Gazette of El Salvador. The Regulations will enter into force on September 8, one day after the entry into force of the Bitcoin Law ...
Hong Kong’s Securities and Futures Commission (SFC) has announced details of requirements for fund managers to address climate change in their investment and risk management processes and make appropriate disclosures. Where are the requirements set out? On 20 August 2021, the SFC issued: Consultation Conclusions on the Management and Disclosure of Climate-related Risks by Fund Managers with amendments to the Fund Manager Code of Conduct (FMCC) set out in Appendix B and C ...
We are still waiting for the “official” SBA FAQ announcing the withdrawal of the Forms 3509/3510 Loan Necessity Questionnaire (“Questionnaire”) that, according to the SBA, will include additional information about its review process. In the meantime, PPP lenders have been told by the SBA that they no longer are required to request that borrowers who obtained loans of $2 million or more complete the Questionnaire ...
