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Makarim & Taira S. | Indonesia | 11 Apr 2019

BANI legal status up in the air

The Indonesia National Board of Arbitration (BANI) was established in 1977. In 2016 the Ministry of Law and Human Rights created BANI Pembaharuan (ie, the Renewed BANI), which claims that it is a revised version of the original BANI. However, the original BANI does not recognise the Renewed BANI and claims that it has been using the BANI name unlawfully. This duality could create uncertainty......
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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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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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Schoenherr | Romania | 13 Feb 2019

Enforceability of drag-along mechanism for limited liability companies

In Romania, joint stock and limited liability companies continue to be the most common type of corporation. Limited liability companies are an important backbone of the local economy, with many becoming large enough to qualify as targets in M&A transactions. However, debate exists as to whether classical exit-related provisions (eg, put or call options or drag-along or tag-along clauses) may......
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ABNR | Indonesia | 28 Jan 2019

Will BKPM takeover of OSS help to eliminate glitches?

The online single submission (OSS) system constitutes a significant overhaul of Indonesia's business and investment licensing regime. Although much later than scheduled, responsibility for the OSS has now officially transferred to the Investment Coordinating Board. The government made it clear from the outset that the OSS would take time to perfect. Although the OSS works reasonably well for......
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Schoenherr | Romania | 15 Oct 2018

All board decisions made by delegation of powers can be challenged in court

Although the Companies Law created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company's management, it also provides that only some decisions made in this regard can be subject to an annulment action. Specifically, the law excludes decisions which concern an increase in a company's share capital from being challenged. However, the......
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Rato, Ling, Lei & Cortés Advogados | Macau | 11 Oct 2018

New legal regime to encourage financial leasing activity

The government recently introduced two new draft laws to increase financial leasing activities in Macau. Replacing legislation that has been in force for over 20 years and considered a necessary condition for developing financial activity in Macau, the new legal regime will reclassify financial leasing entities as 'non-depository institutions', make the supervision of these entities more......
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Ogier | Cayman Islands | 11 Oct 2018

Grand Court examines master-feeder redemption procedures

A recent Grand Court decision is significant for Cayman master-feeder fund structures. Funds and their advisers should review the redemption provisions in master fund articles of association and partnership agreements to ensure that, operationally, redemptions are being effected in accordance with such documents.
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Luther Rechtsanwaltsgesellschaft | Luxembourg | 9 Oct 2018

Court of Appeal rules on prorogation of general shareholders' meetings

The Court of Appeal recently ruled on the prorogation of general shareholders' meetings. Although this decision confirms the existing case law on prorogation, it is notable as it is the first time that a court has ruled that a prorogation request can be made before, and not only during, a shareholders' meeting. Ultimately, the decision strengthens the rights of minority shareholders.
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AnJie Law Firm | China | 30 Aug 2018

SAMR adopts stricter view on identification of competitors in monopoly agreement case

The State Administration for Market Regulation recently fined two Shenzhen tally companies a total of Rmb3,163,108 for entering into a horizontal monopoly agreement. This is one of the first cases to be announced by the newly established antitrust law enforcement agency and may therefore indicate its attitude towards certain industries and behaviours. In particular, the way in which the......
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