The English High Court held the tribunal lacked jurisdiction as the defendant ceased to exist. By Eleanor M. Scogings In Ga-Hyun Chung v. Silver Dry Bulk Co Ltd,[i] the English High Court upheld a challenge to an award under Section 67 of the Arbitration Act (the Act). The award was made in favour of Silver Dry Bulk Co Ltd (SDBC) against Homer Hulbert Maritime Co Ltd (HH). The claimant, Mr Chung (trustee of HH),…

The full regulation will come into force in July, imposing new requirements for prospectuses By James Inness and Connor Cahalane The new EU Prospectus Regulation will take full effect on 21 July 2019. Issuers and other parties to capital markets transactions can expect changes in the following areas: Prospectus summary: New content requirements and length restrictions will make the summary section more concise while allowing issuers the flexibility to include key information for investors. Risk…

New law aims to expand the currently limited application of class actions in Italy. By Antonio Distefano and Isabella Porchia The Italian Parliament recently introduced a comprehensive reform of the rules governing class actions with Law No. 31 of 12 April 2019 (the Reform). The Reform, which was published in the Official Gazette on 18 April 2019, will exclusively apply to unlawful conducts carried out after it goes into effect on 19 April 2020. In…

Federal Ministry of Finance publishes draft tax bill outlining new measures effective 1 January 2020. By Tobias Klass The Federal Ministry of Finance has released its first draft tax bill on the contemplated real estate transfer tax (RETT) reform, setting out the general framework to which market participants must conform. German political debate has focused on strengthening German RETT laws for some time. The Conference of the German Ministers of Finance added weight to this …

While a shareholders’ resolution is still required, the FCJ left open the question of whether notarization of the resolution is necessary. By Christian Thiele and Otto von Gruben The German Federal Court of Justice (FCJ) decided on 8 January 2019 that Section 179a (1) of the German Stock Corporation Act (AktG) does not apply mutatis mutandis to a German GmbH (II ZR 364/18). The decision contradicts the prevailing view in legal literature so far, pursuant…

The DOJ’s recently updated guidance poses helpful questions for UK corporates evaluating the effectiveness of their internal compliance programmes. By Stuart Alford QC, Erin Brown Jones, and Nathan H. Seltzer It is well known that a corporate’s failure to prevent offences can be answered with a defence of “adequate procedures” in a case of bribery or “reasonable procedures” in a case of failure to prevent the facilitation of tax evasion. However, with no…

Corporates should leverage growing carve-out and divestment activity across the European market with a strategic approach to deal making. By Robbie McLaren, Emily Cridland, and Catherine Campbell In the current deal market, corporates are taking an increasingly strategic and value-centred approach to planning carve-outs and divestments in order to maximise value. According to advisory firm EY, 84% of corporates questioned in late 2018 said they plan to divest an asset within the next…