Corporate law – Page 4 – Legal knowledge portal

New Corporate Governance Code – the most important changes

February 28, 2017

On 8 December 2016, the Corporate Governance Code Monitoring Committee (the ‘Committee’), published the revised Corporate Governance Code (the ‘Code’). The most important changes relate to the focus on long-term value creation and the introduction of culture as an element of good corporate governance. The Code has also been simplified ... Read More »

District Court Rotterdam confirms the ACM’s doctrine of imputability with investment funds

February 24, 2017

In his contribution to our knowledge pages, my colleague Sjaak van de Heul previously informed us that the ACM (Netherlands Authority for Consumers and Markets) had fined [ii] investment funds (investment firms or private equity) for breaches of the cartel prohibition by companies (flour producers) that were (indirectly) held by ... Read More »

Moving towards the Netherlands Commercial Court

February 23, 2017

A next important step towards creating the Netherlands Commercial Court has been taken: on 16 December 2016, the Netherlands Commercial Court legislative proposal (with accompanying explanatory memorandum) was published as a consultation document. The term to respond, 1 February 2017, has now expired. It looks like we are progressing towards ... Read More »

The implied duty of good faith in commercial contracts and its impact on deferred consideration clauses in corporate sale and purchase agreements

February 9, 2017

Jurisdictions around the world (including in the United States, France, Germany and Holland) generally recognise, to some extent, the principle that contracting parties owe each other a duty of good faith in the performance of their contractual obligations. This piece will look at the differing approaches taken in several jurisdictions ... Read More »

New public procurement in the Czech Republic – part three

January 16, 2017

Our last article devoted to the new public procurement in the Czech Republic is concentrated on the possibilities how an economic operator may protect against illegal practices of the contracting authority during the public procurement procedure pursuant to the new law, which is embodied in the Act No. 134/2016 Coll., ... Read More »

New public procurement in the Czech Republic – part two

January 13, 2017

This article is focused on the basic characteristic of new types of public procurement procedure according to the new Act No. 134/2016 Coll., on public procurement, effective as of 1st October 2016. BASIC CHARACTERISTIC OF TYPES OF PUBLIC PROCUREMENT PROCEDURE Open procedure It is a single-phase procedure, in which any ... Read More »

New public procurement in the Czech Republic – part one

January 12, 2017

The aim of this article is to bring insight into the new public procurement law in the Czech Republic, which became effective as of 1st October 2016 and is incorporated into the Act No. 134/2016 Coll., on public procurement. The new legislation cancelled the existing Act No. 137/2006 Coll., on ... Read More »

Company procedure update

December 8, 2016

In the last few In Counsel updates we have repeatedly raised the changes to company law brought about by the new register of people with significant control (PSC Register) which came into force on 6 April 2016. However, the PSC Register regime is not the only change to the Companies ... Read More »

Important legal news applicable as of 1st December 2016 in the Czech Republic

December 7, 2016

A brief insight into three significant legal acts, which will become effective in the Czech Republic as of 1st December 2016: 1. The Act No. 183/2016 Coll., which amends the Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and their Prosecution; 2. The Act No. 257/2016 Coll., on ... Read More »

Reform of the prospectus regime

December 2, 2016

The European Parliament recently adopted major amendments to the draft Prospectus Regulation (the Regulation) proposed by the European Commission to replace the Prospectus Directive 2003/71/EC as amended (the Directive). The Regulation constitutes an essential step towards the completion of the Capital Markets Union. One of the aims of the Directive ... Read More »

French contract law reform

November 30, 2016

The long-awaited French contract law reform just came into force on October 1st, 2016, pursuant to an Ordinance dated February 11, 2016. This reform is one of the most important milestones in the elaboration of French contract law rules since the birth of the Napoleonian Code in 1804… The reform aims at ... Read More »

Voluntary disclosure in italy for capital, international and domestic income tax compliance

November 28, 2016

This article aims to illustrate the introduction of the voluntary disclosure procedure into the Italian system in order to enable non-compliant taxpayers to come forward and declare capital and income held in Italy and abroad in breach of the duty to report and pay tax in their annual income tax ... Read More »

The European Company (SE)

November 22, 2016

Societas Europaea (“SE”) A legal form that’s also for the Mittelstand! The European company, also referred to as “SE” because of its Latin name “Societas Europaea,” is a relatively new legal form that is gaining popularity among German companies. After large Dax companies such as Allianz, BASF, Fresenius and Porsche ... Read More »

New anti-money laundering regime

November 17, 2016

Businesses need to prepare themselves now for the implementation of the new EU Anti-Money Laundering Directive (the Directive). The Directive is scheduled to come into force in July 2017, but there are proposals to accelerate the implementation date to 1 January 2017. HM Treasury has issued a consultation on the ... Read More »

When should directors consider the interests of creditors

November 11, 2016

In the recent decision of BTI 2014 LLC v Sequana SA & others, the High Court considered a number of legal aspects around the payment of dividends and the making by directors of a statement of solvency. The facts The facts are long and complicated, but in summary company A ... Read More »

Category Archives: Corporate law