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