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Kayum & Demir | Turkey | 20 Mar 2019

Squeeze-out mergers in Turkey – an overview

Squeeze-outs in Turkey are regulated under the Commercial Code where they concern private companies and the Capital Markets Law where they concern publicly held companies. This article examines the different processes for carrying out squeeze-outs at private and publicly held companies, as well as the squeeze-out rights available to controlling shareholders and the squeeze-out merger process.
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Grieco e Associati | Italy | 18 Mar 2019

Shareholders' agreements – courts clarify rules for listed and non-listed companies

Italian company law contains specific provisions for shareholders' agreements relating to listed or non-listed companies. Two recent court decisions provide clarity in this regard and confirm that the existing legal framework broadly recognises the admissibility of shareholders' agreements in order to govern the rights and obligations of company shareholders, particularly for joint ventures......
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Levitan Sharon & Co | Israel | 23 Nov 2018

Duties to notify cyber breach updated

The Israeli Securities Authority (ISA) recently published a position statement, according to which, in cases of significant cyberattack, public companies must examine the need to issue an immediate report to their investors notifying them of the attack. While the position statement was meant only to clarify the ISA's view regarding the law and not to change the legal situation, it highlights......
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Global Law Office | China | 18 Oct 2018

Effects of unauthorised agency on arbitration agreements

The Changsha Intermediate Court recently ruled on whether the arbitration clause in a share transfer agreement had a binding effect on the petitioner – who was a controlling shareholder of a public company – and a company to which he had intended to transfer his shares. The validity of the arbitration clause hinged on whether a director of the public company who had signed the share transfer......
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Niederer Kraft Frey | Switzerland | 26 Jun 2018

New stock exchange directive on use of alternative performance measures

The SIX Group Regulatory Board recently published a new directive on the use of alternative performance measures. The directive applies to all issuers whose equity securities are listed on the SIX Swiss Exchange and whose registered offices are in Switzerland. Issuers whose registered office is not in Switzerland also fall within the scope of the directive if their equity securities are......
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AKD | Netherlands | 12 Jun 2018

Agenda setting: Supreme Court clarifies shareholders' rights for general meetings

The Supreme Court recently clarified the scope of shareholders' rights under the Civil Code with regard to (non-binding) voting items on general meeting agendas. Under Dutch corporate law, shareholders have the right to request the board of directors of a public or private limited company to put an item on the agenda of a shareholders' meeting if the threshold and timing requirements are met....
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Rato, Ling, Lei & Cortés Advogados | Macau | 31 May 2018

Macau payment services updates: legal implications

Some critics have labelled Macau's functioning legal and financial framework as a legal impediment to financial innovation and change; however, it could be suggested that a number of recent actions – including the authorisation of one public company limited by shares to provide payment services in relation to bank cards and another to provide payment services via the Internet and mobile......
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ELIG Gurkaynak Attorneys-at-Law | Turkey | 25 Jan 2018

Competition Board concludes preliminary investigation into furnishing sector

The Competition Board recently published a reasoned decision following its preliminary investigation into whether Yataş Yorgan ve Yatak San ve Tic AŞ had violated Article 4 of Law 4054 on the Protection of Competition. The allegations concerned the claim that Yataş had, through its best price guarantee campaign, restricted competition by acting in cooperation with independent retailers or......
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ABNR | Indonesia | 20 Nov 2017

New Bill on Palm Oil: incentive package for businesses

The government and the House of Representatives recently agreed to prioritise the Bill on Palm Oil's enactment in 2017. This is despite the fact that the bill has been subject to criticism, particularly from environmental activists, who argue that there is no urgency for its enactment as most of the provisions are already contained in the Plantation Law. Regardless of the controversy......
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Ogier | Jersey | 8 Nov 2017

Are you too interested in former employees' post-termination restrictions?

Lawyers are often asked to review employment contracts, including post-termination restrictions. It is increasingly common to see covenants that either restrict the former employee from holding any interest in a competing business or limit the amount of shareholding that they can have. If a contract uses this language, it could lead to the entire restrictive covenant being unenforceable.
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