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Company & Commercial

20 May 2019
Stella Koukounis Importance of certainty in agreements: can there be room for an agreement to agree?

Cyprus - Solsidus Law

The Contracts Law provides the legal framework for establishing legally valid and enforceable agreements in Cyprus. However, in real-life commercial situations, parties may not always achieve the certainty required to ensure that an agreement or contract term is valid and enforceable. The pressure associated with reaching an agreement often causes parties to defer important contract terms in order to close a deal at the expense of certainty and, ultimately, enforceability.

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

Italy - Grieco e Associati

The Supreme Court of Cassation recently examined the admissibility of a put option clause in a shareholders' agreement of a joint stock company by which one shareholder was committed to indemnify the other shareholders from any losses arising from payments to the company for stock capital contributions or other payments having a similar effect. The court's decision confirms that Italian company law admits shareholder agreement clauses in line with the international principles of lex mercatoria.

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

United Kingdom - Squire Patton Boggs

The draft Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019 were recently published as part of the drive to encourage long-term shareholder engagement and to strengthen the governance and performance of traded companies. Most of the directors' remuneration reporting requirements inserted by the EU Shareholder Rights Directive II already apply under UK law and the draft regulations will implement most of the requirements that do not currently apply.

Authors: Emily Downie, Hannah Crosland
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Is 'stale' a reason for 'male and pale' boards?

USA - Cooley LLP

California's new board gender diversity mandate is expected to fuel a greater effort towards board gender diversity. Under the new law, public companies will be required to have at least one woman on their board of directors by the close of 2019. That minimum increases to two women by 31 December 2021 if the company has five directors and to three women if it has six or more directors. While the first of its kind in the United States, this mandate may not be the last.

Author: Cydney Posner
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Recent updates

Mirosław Cejmer Violation of articles of association not enough to annul shareholders' resolution

Poland - Kubas Kos Gałkowski

Authors: Mirosław Cejmer, Bartłomiej Pobożniak
Fabiana Fagundes Technology's role in commercial contracts

Brazil - BMA Barbosa Mussnich Aragao

Author: Fabiana Fagundes
Alvin Tang Directors duty to act in company's best interests: how much is too much?

Malaysia - Bodipalar Ponnudurai De Silva

Authors: Alvin Tang, Teo Ju-li
Help is here for audit committees – CAQ offers updated auditor assessment tool

USA - Cooley LLP

Author: Cydney Posner
Antonio Grieco New rules for limited liability companies

Italy - Grieco e Associati

Author: Antonio Grieco
Adam Bathgate Deadline approaches for compliance with Bermuda beneficial ownership regime

Bermuda - Carey Olsen Bermuda

Authors: Adam Bathgate, Ashley Fife

Upcoming event

15th Annual IBA Competition Mid-Year Conference

6-7 June 2019 – Tokyo, Japan

This year’s Annual IBA Competition Mid-Year Conference will include sessions on cartels, mergers, trade and antitrust, vertical restraints and abuse of dominance.

For more details go to: