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Directors' duties and corporate governance
Ogier
  • Guernsey
  • 17 August 2020

Directors' duties are the duties owed by executive and non-executive directors to the companies to which they are appointed and are personal to each director. By comparison, corporate governance is the collection of principles and practices surrounding how a company is operated and is the collective responsibility of the board of directors as a whole rather than each individual personally.

New steps towards debureaucratising functioning of companies
Schoenherr
  • Romania
  • 17 August 2020

At the beginning of 2020, legislative initiatives were launched to debureaucratise the functioning of companies established in Romania. In furtherance of these initiatives, in July 2020 20 members of Parliament submitted to the Senate a draft law proposing new amendments to the Companies Law. The draft law proposes numerous amendments – some which are welcome and some which raise questions as to their benefits. This article highlights the main proposed legislative changes and their anticipated effects.

Snapshot of procedural guidelines for proxy advisers
Clasis Law
  • India
  • 17 August 2020

Proxy advisers have gained prominence over recent years in relation to corporate governance matters and have become an integral part of shareholder activism in India. In order to standardise the process across proxy advisory firms, the Securities and Exchange Board of India recently issued its Procedural Guidelines for Proxy Advisers and a circular on grievance resolution between listed entities and proxy advisers.

Reclassification of micro, small and medium enterprises provides stimulus to enterprises in light of COVID-19
Clasis Law
  • India
  • 03 August 2020

The Ministry of Micro, Small and Medium Enterprises recently notified certain criteria for classifying enterprises as micro, small and medium enterprises (MSMEs) and specified the form and procedure for filing the applicable memorandum. The change in the classification of MSMEs is a part of the relief package offered to the MSME sector amid the COVID-19 outbreak. This reclassification has been well received across sectors as it will help MSMEs to increase in size without losing their entitled benefits.

Migration of foreign limited partnerships into Jersey
Ogier
  • Jersey
  • 03 August 2020

New regulations permit foreign limited partnerships to migrate (ie, continue) into Jersey using the statutory migration process set out in the Limited Partnerships (Continuance) (Jersey) Regulations. The application process for continuance is straightforward and includes the submission of a declaration signed by the general partner of the foreign limited partnership that the partnership meets the eligibility criteria and an application for a consent in respect of the partnership under the Control of Borrowing (Jersey) Order.

New law decree simplifies administrative procedures for shareholders
Grieco e Associati
  • Italy
  • 03 August 2020

Law Decree 76/2020 was recently enacted as part of Italy's strategy to simplify some of its bureaucratic procedures and, among other things, ease the requirements which apply to companies that wish to increase their share capital. The law decree has introduced significant facilitative measures regarding share capital increases, including a significantly lower quorum for enacting shareholder resolutions which affect share capital increases.

Incorporating a private company
Ogier
  • Jersey
  • 13 July 2020

This article provides useful guidance on incorporating a private company under Jersey law by summarising the main legal requirements and general principles which apply in this regard (eg, company formation, share capital and continuing requirements), as well as the benefits of using a Jersey company.

MCA temporarily allows certain restricted corporate actions to occur at virtual board meetings
Clasis Law
  • India
  • 13 July 2020

The COVID-19 pandemic has affected businesses' ability to comply with various statutory rules and regulations due to lockdowns and other social distancing measures. The government – particularly the Ministry of Corporate Affairs (MCA) – has proactively introduced various measures to support companies in their ability to comply with the Companies Act 2013. Most notably, the MCA has relaxed the restrictions around which corporate actions can occur at virtual board meetings until 30 September 2020.

Court of Milan rules on simul stabunt simul cadent clause
Grieco e Associati
  • Italy
  • 29 June 2020

The Court of Milan recently examined the simul stabunt simul cadent clause in a joint stock company's articles of association. Pursuant to such clause, if a director resigns from the board of directors, the entire board is no longer in charge of the company and a shareholders' meeting must be called to appoint a new board. If the ousted director proves that this clause has been used illicitly and that such use amounts to an abuse of power by the company, they can be compensated for damages suffered.

Streamlining procedure for declaring beneficial owners
Schoenherr
  • Romania
  • 29 June 2020

Pursuant to a recently issued draft bill, the legal framework regarding companies' obligation to submit a statement about their beneficial owners could be simplified. The main amendments, which are expected to be well received, will remove companies' obligation to submit an annual statement regarding their beneficial owners and declare their beneficial owners (in the case of companies held by individuals).

Laws governing companies: overview
Clasis Law
  • India
  • 22 June 2020

When setting up a business in India, attention must be paid to the laws which govern companies. Of particular note is the Companies Act, which encompasses a wide range of provisions relating to governance, including with regard to incorporation, capital infusion, management and administration, audits and accountability.

Setting up a business in India
Clasis Law
  • India
  • 15 June 2020

When setting up a business, it is crucial to determine the appropriate legal entity in view of the business's exact needs. The entity should be relevant from a fundraising and taxation perspective and with respect to the foreign direct investment norms in light of the nature of the business and the activities that it proposes to conduct. For instance, certain relaxations are offered to limited liability partnerships which are not offered to companies and vice versa.

COVID-19 Weekly Report (1-7 June 2020)
International Law Office
  • International
  • 09 June 2020

The impact of COVID-19 is being felt in almost every work area across the globe. In order to keep readers abreast of this evolving situation, ILO's COVID-19 Weekly Report provides insight into the major legal developments of the past seven days, as well as a round-up of our panel of experienced international legal commentators' legislative and regulatory guidance.

De facto administrators and criminal liability
Grieco e Associati
  • Italy
  • 08 June 2020

The Court of Cassation recently outlined the main features of de facto administrators. The court highlighted that a de facto director is burdened with the entire range of duties to which a de jure administrator is subject. Thus, should the necessary objective and subjective requirements apply, a de facto administrator is criminally responsible for their conduct which breaches criminal standards as if they were a de jure administrator.

FRC updates company guidance on reporting exceptional or similar items and alternative performance measures
Cooley LLP
  • USA
  • 08 June 2020

The Financial Reporting Council recently published an updated version of its guidance for companies on corporate governance and reporting during the COVID-19 crisis to include new sections on exceptional or similar items and alternative performance measures.

COVID-19: impact on contractual obligations
Obeid Law Firm
  • Lebanon
  • 01 June 2020

The COVID-19 pandemic has highlighted the importance of using force majeure to repudiate the performance of burdensome contractual obligations that were undertaken before the pandemic. This article discusses Lebanon's approach with regard to the COVID-19 outbreak and its potential characterisation as a force majeure event by discussing recent developments and the general framework for force majeure under Lebanese law.

COVID-19 Weekly Report (18-24 May 2020)
International Law Office
  • International
  • 26 May 2020

The impact of COVID-19 is being felt in almost every work area across the globe. In order to keep readers abreast of this evolving situation, ILO's COVID-19 Weekly Report provides insight into the major legal developments of the past seven days, as well as a round-up of our panel of experienced international legal commentators' legislative and regulatory guidance.

Use of digital contracts and electronic signatures
  • Cayman Islands
  • 25 May 2020

In light of the COVID-19 pandemic and with many people now working remotely, companies are increasingly considering the use of digital contracts and electronic signatures. To help minimise disruption and ensure business continuity, this article summarises the legal position in the Cayman Islands and provides practical advice on implementation.

COVID-19 Weekly Report (4-10 May 2020)
International Law Office
  • International
  • 12 May 2020

The impact of COVID-19 is being felt in almost every work area across the globe. In order to keep readers abreast of this evolving situation, ILO's COVID-19 Weekly Report provides insight into the major legal developments of the past seven days, as well as a round-up of our panel of experienced international legal commentators' legislative and regulatory guidance.

Migration of companies into and out of Jersey
Ogier
  • Jersey
  • 11 May 2020

The Companies (Jersey) Law 1991 allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey provided that the laws of the foreign jurisdiction allow it to do so. In addition, a Jersey company may migrate to a foreign jurisdiction and continue as a foreign incorporated company in that jurisdiction. The procedure to migrate out of Jersey can be more lengthy than that to migrate to Jersey as notice to creditors may be required.

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