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Ogier | Cayman Islands | 20 Jul 2021

Snapshot: fair rate of interest in section 238 proceedings to include compounding element

The Grand Court of the Cayman Islands recently approved an approach to determining the fair rate of interest in section 238 proceedings that includes an element of compounding in its calculation. The Court found that to reach a fair interest rate, the practical reality that investors' rates of return are inherently compounding in nature must be incorporated into calculations. This judgment......
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Ogier | Cayman Islands | 15 Jul 2021

Snapshot: fair rate of interest in section 238 proceedings to include compounding element

The Grand Court of the Cayman Islands recently approved an approach to determining the fair rate of interest in section 238 proceedings that includes an element of compounding in its calculation. The Court found that to reach a fair interest rate, the practical reality that investors' rates of return are inherently compounding in nature must be incorporated into calculations. This judgment......
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Luther Rechtsanwaltsgesellschaft | Luxembourg | 9 Apr 2019

Luxembourg District Court defines conditions of minority abuse at shareholders' meetings

In a notable decision, the Commercial Section of the Luxembourg District Court clearly defined – for the first time – the concept of minority abuse at shareholders' meetings under Luxembourg law. Further, the court detailed the conditions which must be met in order for conduct to qualify as minority abuse. This decision is of particular interest, as the alternative conditions for determining......
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Grieco e Associati | Italy | 8 Apr 2019

New rules for limited liability companies

The rules concerning the corporate governance of limited liability companies were recently amended. The changes are twofold: some directly affect the bylaws of limited liability companies, while others affect the requirements for appointing professionals who perform auditing and supervisory duties for such companies. The new provisions must be adopted immediately by newly formed companies,......
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Cliffe Dekker Hofmeyr | South Africa | 5 Apr 2019

Controlled foreign company comparable tax threshold to be decreased

The 2019 Budget noted that a global downward trend in corporate taxation rates may lead to an unintended increase in the imputation of the net income of controlled foreign companies (CFCs) in South African shareholders' taxable income. This could occur despite the fact that at its inception, a CFC has operated in a jurisdiction with tax rates which met the threshold contained in the Income......
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Shearn Delamore & Co | Malaysia | 4 Apr 2019

Court clarifies test applicable to applications to restrain arbitration proceedings by non-parties

In a recent Court of Appeal case, the plaintiff sought an injunction to restrain arbitration proceedings between the second, third and fourth defendants, despite the fact that it was not a party to the proceedings. Among other things, the court had to consider whether Sections 10(1)(a) and 10(3) of the Arbitration Act 2005 apply to non-parties to arbitration proceedings and determine the test......
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Ropes & Gray LLP | USA | 3 Apr 2019

Delaware's amendments apply market-out exception to appraisal rights for Section 251(h) mergers

Delaware Governor John Carney recently signed into law amendments to the Delaware Limited Liability Company Act and the Delaware General Corporation Law. Notably, the amendments expand the application of the market-out exception to appraisal rights, which has long been applicable to 'long-form mergers', to also include 'medium-form mergers'.
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Cliffe Dekker Hofmeyr | South Africa | 29 Mar 2019

Deducting interest for debt incurred during acquisition of shares

It has always been a contentious issue whether a purchaser of shares can claim a deduction for the interest that it incurs on monies borrowed to acquire the shares. The legislature intervened by introducing Section 240 of the Income Tax Act, which allows purchasers to deduct interest for a debt that is used to fund the acquisition of shares in certain circumstances. However, the target must......
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Walder Wyss Ltd | Switzerland | 26 Mar 2019

Legal considerations regarding SPVs

Switzerland has no specific securitisation legislation. Therefore, securitisation transactions are subject to the general legal framework that applies to all other financial transactions with respect to, among others, both corporate law and regulatory matters. This article provides a short overview of certain company-related aspects to consider when setting up a special purpose vehicle......
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Selvi & Ertekin | Turkey, USA | 22 Mar 2019

Financial distress and board of directors' liabilities

Pursuant to Article 376/3 of the Commercial Code, where there are signs that a company is in financial distress, its board of directors should prepare an interim balance sheet. If the balance sheet verifies that the company is in financial distress, the board should notify the first-instance commercial court where the company is headquartered and request a bankruptcy declaration. Directors of......
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