Halton International Inc (Holding) SARL and another v Guernoy Limited [2005] EWHC 1968 In this case, the UK High Court held that where a voting agreement conferred absolute discretion on an agent shareholder as to how to raise finance for the company and vote the shares of the other shareholders, on a share issue to raise funding, the agent did not owe fiduciary duties to the other shareholders in relation to the selection of investors ...
Summary • Directors’ risks can be reduced and their worries alleviated through: - fulfilment of their duties of loyalty and diligence - taking certain specific precautions - indemnification commitments and insurance coverage • Statutes provide for indemnification powers and rights; however, such rights should be supplemented • Obtain detailed contractual indemnification commitments • Directors’ and officers’ liability insurance policies are not all the same and need to be review
Summary • Higher standards are imposed on directors • The key mission of a corporate director: to contribute his knowledge and skills with a view to the best interests of the corporation • Corporate governance is the best shield against directors’ liability (Supreme Court judgment in the Wise case) • Specific precautions may be taken by corporate directors to ensure that they both fulfil their key mission and simultaneously protect themselves against the risk of liability Backgro
You intend to take on the North-American market? The Province of Quebec is amongst the best place to do so because of the bilinguism (English and French), important business with the United States of America, tax credits, etc. Here are a few practical issues you should consider.The Corporate FormIn Canada, there are many legal forms under which a company can do business. The majority of business people choose an incorporation ...
I.INTRODUCTION Considerable attention has been given to recent decisions of the Courts regarding the duty of the Crown to consult and accommodate the interests of Aboriginal people in the context of asserted but unproven claims ...
The term “joint and several” basis means that any of the parties involved could be sued for the full amount if a warranty claim arises. Management teams often come under pressure from equity investors to give warranties under an investment agreement on such a basis. Whether the team accepts it really depends on the bargaining position of the parties ...
Summary: On 1 July 2005, the 7th amendment to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen – “GWB”) entered into force. It implies major changes in German competition law. The objective of the amendment is to harmonize German with European competition law. In principle, cases having only a national scope will now be judged by similar provisions as cases that have a European dimension ...
Experts agree that good privacy begins with effective transparency. Transparency requires privacy notices that are easy to understand, facilitate comparison, and are actionable. A system of privacy notices also must be compliant with legal requirements that may be different from country to country, and jurisdiction to jurisdiction. Research on how people learn has helped us understand that easy-to read notices must be short, use plain language, and be in a common format ...
Commission decision in Case No. COMP/39.116/B-2 – Coca-Cola issued pursuant to Article 9(1) of the Council Regulation 1/2003 On 22 June 2005 the Commission adopted a decision under Article 9(1) of the Council Regulation no. 1/2003 approving commitments offered by the Coca-Cola Company, Bottling Holding (Luxembourg), Coca-Cola Erfrischugsgetränke AG and Coca-Cola Hellenic Bottling Company (hereinafter "Coca-Cola") on 19 October 2004 ...
Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (OJ [2005] L 149) – hereinafter the “Directive” The Directive is aimed at approximation of laws of the Member States regul
The structure of Stock Companies consists of three organs: The General Meeting of Shareholders, as the supreme organ; the Board of Directors, as an administrative organ; and the Supervisor or Supervisors, as the supervision organ. The Board of Directors is a collegiate organ whose members are shareholders periodically elected by the General Meeting of Shareholders and which function is to perform all the acts of administration, representing the company before third parties ...
In Nicaragua, we did not have a Tributary Code as a unique legal body, the attributions of the Tributary Administration and the regulation of the different tributary procedures, the rights and duties of the contributor, were dispersed in our legislation existing in several cases, inapplicable norms, conflicts of application of the same, lack of adaptation to the actual technological recourses, among others ...
The first idea that we may conceive only by reading the title of the present article is: What signals may constitute a trademark?, the answer to this question is given by section 3 of the Law No. 380 “General Law on Trade Marks and Other Distinctive Signs”, published in The Gazette No. 70, of April 16 th 2001, which is the norm regulating this matter ...
Hong Kong is a Special Administrative Region of the People's Republic of China which is governed by the Basic Law which forms a mini constitution for Hong Kong. Under the Basic Law, Hong Kong enjoys a high degree of autonomy except in relation to matters such as defence or foreign affairs. It has its own executive, legislative and independent judicial power including that of final adjudication ...
Academics and commentators in general have always been interested in the study of the enforcement process in regulatory agencies. In the last years, with the rise of the regulatory state[1] and thus the increased number of regulatory agencies, the number of studies has only increased. There is an important amount of literature on the subject and an increasing number of theories and models to explain regulatory enforcement ...
In the Matter of Swanpool Ltd (in Voluntary Liquidation) and Travelodge Ltd (in Voluntary Liquidation) and in the Matter of Section 150 of the Companies Act 1990; McLaughlin v Lannen and Lannen, High Court, Clarke J, 4 November 2005 Facts: McLaughlin, the liquidator of Swanpool and Travelodge, sought a declaration that two directors of the companies be restricted (i.e. prohibited from acting as directors of companies for 5 years) ...
In the Matter of James McMenamin Ltd. (in Voluntary Liquidation), High Court, Laffoy J, 18 April 2005 Facts: In this case, a company in liquidation suddenly found funds that were previously unavailable, in an amount that would allow it to trade successfully again. Therefore, one of the contributories of the company sought to have the liquidation halted so that the company could resume trading as normal. The company’s sole asset was a 26-acre plot of land ...
TABLE OF CONTENTS I. Introduction II. Recent and Proposed Governance Changes III. Institutional Scrutiny and Accountability IV. Inherent Governance Tensions V. Governance Regulation I. Introduction Corporate governance continues to be a hot topic. In Canada, we are at the stage of implementing a number of initiatives that have been enacted to follow the US lead in the Sarbanes-Oxley legislation ...
“We consider that the Competition Act, 2002 captures the bulk of the anti-competitive practices which the Groceries Order was originally designed to prevent. However, we consider it desirable to significantly strengthen the Act in some respects and particularly to specially prohibit resale price maintenance, unfair discrimination and “hello money”. Such provisions will, henceforth, be enforced by the Competition Authority ...
Scottish Enterprise has a number of schemes to make it easier for small to medium-sized businesses to access growth funding, such as a loan, equity finance - where the investors take shares in your company - or a combination of the two ...
The new Irish Commercial Court is living up to expectations by providing a fast and effective means of resolving commercial disputes. A&L Goodbody recently secured for a full hearing within two days of a case being accepted by the Court. The matter involved an arbitrator's referral of a point of law. The speed as well as the terms of decision were crucial in protecting the client's interest ...
At the 18th Session of the Standing Committee of the 10th National People’s Congress held on 27 October 2005 amendments were adopted to the Individual Income Tax Law of the People's Republic of China. The amendments were promulgated by President Hu Jintao on 27 October 2005 and enter into effect on 1 January 2006. Tax free allowance A first amendment raises the tax free allowance applicable to wages and salaries from RMB 800 to RMB 1,600 ...
The State Administration for Taxation issued the Reply of the State Administration of Taxation on Issues relating to Tax Refund for Reinvestment by Foreign Investors on 20 October 2005. The Reply explains the conditions under which a foreign investment enterprise (“FIE”) can obtain a rebate on its enterprise income tax (“EIT”) for re-investment of its profits if such re-investment is made in instalments or in phases ...
Gas Natural’s high profile courting of Endesa has had a choppy ride on the roller coaster ship of public takeovers. Not only is the desired companion resisting the marriage, but also is she summoning the high waves of competition law in her defence. Not much of the public debate of the competition law aspects is focussed on the merits of perhaps one of the last industry transforming mergers in the Spanish energy markets ...
On 13 December 2005, the European Court of Justice ("ECJ") found Marks and Spencer plc ("M&S") could claim group tax relief from UK tax authorities in relation to the losses incurred by its former European subsidiaries that had ceased trading in Belgium, France and Germany in 2001. M&S argued that just as UK resident companies in a group may set off their profits and losses among themselves, so the same should be possible for the losses of foreign subsidiaries ...
