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Company & Commercial

08 July 2019
Rachele Vacca de Dominicis Supreme Court of Cassation examines CEO duties of fairness and transparency

Italy - Grieco e Associati

The Civil Code sets out specific rules which apply in the event that a chief executive officer (CEO) or director has extra-company interests. In the event that such a conflict of interests affects the position of a managing director, they cannot vote in the relevant board of director's resolution on the subject of the conflict. A recent Supreme Court of Cassation Decision has emphasised the duties of transparency and fairness to which company directors and CEOs in Italy must adhere.

Author: Rachele Vacca de Dominicis
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Alvin Tang Caveat venditor – has the pendulum swung too far?

Malaysia - Bodipalar Ponnudurai De Silva

'Caveat emptor' or 'buyer beware' is a familiar concept. The effects and consequences of caveat emptor have been criticised over time and, as a result, commercial law has slowly developed more stringent protection for consumers and buyers. As such, the ramifications of a recent apex court's decision are far reaching. In short, liability can now be imposed on sellers even if the buyer has previously accepted the same product without qualification.

Authors: Alvin Tang, Teo Ju-li
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Mirosław Cejmer Special rules of representation for limited liability companies

Poland - Kubas Kos Gałkowski

The Commercial Company Code allows representation by a supervisory board or proxy appointed by a resolution of a shareholders' meeting in contracts or disputes between companies and their management boards. In this context, the Supreme Court recently examined whether a limited liability company should be represented by a general partner or its management board when amending a limited partnership agreement, despite the fact that the limited partner was a member of the company's management board.

Authors: Mirosław Cejmer, Patrycja Nowakowska
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Is there a business case for environmental social governance?

USA - Cooley LLP

Do companies that ignore long-term environmental or social costs in the pursuit of near-term profits pay another price in foregoing potentially long-term sustainable profit opportunities? A recent business case for environmental social governance from Stanford University's Rock Centre for Corporate Governance suggests that, properly analysed, sustainability can not only affect externalities, but also benefit businesses.

Author: Cydney Posner
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Recent updates

New PCAOB guidance on auditor communications regarding CAMs

USA - Cooley LLP

Author: Cydney Posner
Michael Hanson Privy Council clarifies Bermuda's '60/40 rule'

Bermuda - Carey Olsen Bermuda

Authors: Michael Hanson, Mary V Ward, Henry Tucker, Gavin Woods
Christopher Jünger Say on pay and related party transactions: implementation of EU Shareholder Rights Directive II

Austria - Schoenherr

Authors: Christopher Jünger, Leon Scheicher
Stella Koukounis Importance of certainty in agreements: can there be room for an agreement to agree?

Cyprus - Solsidus Law

Author: Stella Koukounis
Eugenio Vaccari Supreme Court of Cassation examines shareholders' agreements and put option clauses

Italy - Grieco e Associati

Author: Eugenio Vaccari
Emily Downie Directors' remuneration – new draft regulations

United Kingdom - Squire Patton Boggs

Authors: Emily Downie, Hannah Crosland