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Corporate Governance Companies Act

Conyers

Restructuring in the Cayman Islands: The New Regime

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On August 31, 2022, significant amendments to Part V of the Cayman Islands Companies Act (“Act”) took effect to revamp the Cayman Islands restructuring regime. These amendments introduced the new role of a court-appointed...more

Morgan Lewis

UK Takeover Panel Makes Extensive Compensation and ‘Cold Shoulder’ Orders for UK Takeover Code Breaches

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The UK Takeover Panel (Panel) has made its first-ever compensation order under the statutory powers granted to it under the Companies Act 2006 (CA 2006). It has also issued “cold shoulder” orders against 10 individuals, the...more

Conyers

Regulatory & Risk Advisory Review: Cayman Islands – January to March 2024

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Welcome to the first instalment of 2024 of our Cayman Islands Regulatory & Risk Advisory Review. As we cover in this issue, there have been a number of updates in the first quarter of the year. Perhaps most notably is the...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

Conyers

Bermuda Philanthropic Structures Continue to Grow in Popularity

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With its well-respected regulatory regime and highly regarded professional services industry, Bermuda continues to be an ideal location for the creation of an international philanthropic or charitable structure. Companies and...more

Conyers

Regulatory & Risk Advisory Outlook 2024: Cayman Islands

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2023 was an active year for the Cayman Islands regulatory industry. While we have endeavoured to keep you updated throughout the year with our Regulatory & Risk Advisory Reviews, our team has highlighted below the key changes...more

Conyers

Cayman Islands Litigation: Reflecting on the Year 2023

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As the Grand Court of the Cayman Islands reopens for 2024, we reflect on 2023 and some of the large-scale cross-border insolvency and restructuring proceedings, and complex commercial disputes dealt with in the jurisdiction...more

A&O Shearman

The Adler appeal: our key takeaways

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The Adler appeal: Our key takeaways from the landmark Court of Appeal judgment setting aside the Adler restructuring plan, and what it means for future restructuring plans - The Court of Appeal has handed down its...more

Conyers

Members’ schemes of arrangements in the Cayman Islands no longer must satisfy the ‘headcount test’

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From 31 August 2022, members’ schemes of arrangement pursuant to section 86 of the Companies Act of the Cayman Islands are not subject to the ‘headcount test’ being met, bringing further certainty to the process. The...more

White & Case LLP

The HMRC Restructuring Plan Challenges: Lessons Learned from GAS, Nasmyth and Prezzo

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Earlier this year, the English Court refused to sanction two Part 26A restructuring plans ("RPs") which sought to bind HMRC, the UK tax authority, into restructurings via "cross-class cram down". (See "Restructuring Plans...more

Latham & Watkins LLP

Singapore Expands Scope of Shareholders Excluded for Calculating Compulsory Acquisition Threshold

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New legislation strengthening the compulsory acquisition regulatory framework in the Companies Act 1967 is welcome news for minority shareholders. On 9 May 2023 the Parliament of Singapore passed the Companies, Business...more

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

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In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Conyers

Conyers BVI Quarterly Corporate Update – Q1 2023

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Welcome to the latest edition of our Quarterly Corporate Update covering recent developments in the British Virgin Islands. The first quarter of 2023 saw a raft of amendments to existing BVI legislation being introduced...more

Conyers

Bermuda Regulatory Outlook 2023

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An old adage says that the only things in life that are certain are death and taxes. We think regulatory changes can surely be added to that list. A number of regulatory updates will affect Bermuda entities this year, and we...more

Skadden, Arps, Slate, Meagher & Flom LLP

The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

A&O Shearman

How "certain" must a director transaction be for shareholder approval to be required?

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The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more

Katten Muchin Rosenman LLP

Managing Legal Uncertainty in Sole-Director Companies - Recent Developments

The model articles (Model Articles) contained in the Companies Act 2006 (CA 2006) are automatically incorporated into the constitution of a company incorporated pursuant to the CA 2006 to the extent they are not excluded or...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more

Barnea Jaffa Lande & Co.

Public Companies without a Controlling Shareholder: A new amendment

In recent weeks, the Israeli Ministry of Justice published a memorandum proposing an amendment to the Companies Law, focusing on the corporate governance regime in public companies without a controlling shareholder....more

Morrison & Foerster LLP

The Part A1 Moratorium: Stop Right Now, Thank You Very Much – I Need Some Time For A Rescue

The Part A1 Moratorium is an insolvency process that was introduced by the Corporate Insolvency Governance Act 2020 to help financially distressed companies obtain temporary protection from creditor action, while the company...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders,...more

Skadden, Arps, Slate, Meagher & Flom LLP

As Shareholder Activism Grows in Japan, New Amendment Places Limits on Foreign Investors

Investors in Japanese-listed companies have traditionally taken a passive approach to their investments, in part because Japanese business culture have long held an unfavorable view toward investors making demands or voicing...more

Jones Day

Japan Legal Update Vol. 50 | November–December 2019

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Corporate Governance - Companies Act Amendments to Enhance Corporate Governance - The Companies Act of Japan was amended on December 4, 2019 ("Amended Companies Act"), based on the Interim Proposal and the Outline...more

International Lawyers Network

Establishing A Business Entity In Ireland

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships...more

Hogan Lovells

Directors' conflicts of interests under the Companies Act 2006

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A Hogan Lovells client note discussing the conflicts of interests duties imposed on directors by the Companies Act 2006. ...more

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