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SMARTLEGAL Schmidt & Partners | Hungary | 13 Jul 2021

Shareholders' locus standi for company damages

Can a company's shareholder assert a claim in its own right against a third party that has caused damage to the company, contending that the damage suffered by the company has also decreased the value of its share? To what extent can the right to access a court be limited in the name of sound administration of justice? A recent Supreme Court decision addressed these questions.
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Ogier | Jersey | 18 Apr 2019

At a glance guide to Jersey wills for non-domiciled individuals

Personal assets that most commonly need to be accessed in Jersey following the death of a non-domiciled person are shares in Jersey companies and Jersey bank accounts and investments. If individuals are domiciled outside Jersey, they need not prepare a separate will to cover their Jersey personal estate if they already have a valid one which covers their worldwide personal estate; however,......
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Luther Rechtsanwaltsgesellschaft | Luxembourg | 16 Apr 2019

Court of Appeal rules on enforcement of pledge versus insolvency proceedings and fraud

A Court of Appeal decision appears to have definitively removed any possibility of effectively challenging a transfer of ownership of pledged assets in an enforcement scenario on the basis of fraud, including manifest fraud by the pledgee. This is in contrast to a 2013 Luxembourg District Court decision and the general practice to date, which has been to consider the facts on a case-by-case......
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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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Harneys | British Virgin Islands | 4 Apr 2019

Misplaced trust – what happens when your trustee goes AWOL?

In a recent case, an applicant succeeded in the increasingly commonplace but frustrating situation where the beneficiary of a revocable bare trust cannot obtain execution of the trust due to an uncooperative or defunct corporate nominee. The court ultimately granted the vesting order sought by the beneficial owner and appointed an insolvency practitioner as the statutory proper person.
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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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BDO LLP | India | 29 Mar 2019

Tax exemption eligibility criteria for start-ups reduced

In a bid to generate investment in start-ups and provide certainty regarding the so-called 'angel tax', the Ministry of Commerce and Industry recently issued another notification easing the criteria to avail of the exemption under the Income Tax Act. The notification will provide start-ups with a much-needed reprieve in terms of the increased threshold limits for paid-up share capital,......
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Carey Olsen | Bermuda | 28 Mar 2019

Deadline approaches for compliance with Bermuda beneficial ownership regime

Bermuda companies have until 30 April 2019 to comply with requirements introduced in 2018 to maintain a register of their beneficial owners. If a company is non-compliant with these requirements after this date, both the company and its directors and other officers may be subject to criminal sanctions.
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Ropes & Gray LLP | USA | 27 Mar 2019

Court provides guidance on applicability of transaction price as measure of fair value

Two Delaware appraisal decisions issued in 2018 illustrate that, following the Delaware Supreme Court's decisions in Dell and DFC, the Delaware courts remain willing to give substantial evidentiary weight to a deal price as an indicator of fair value where the underlying transaction is the product of an open process characterised by the objective indicia of reliability.
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