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In the folklore of corporate governance, is there a governance structure that is more anathema to corporate governance mavens and shareholder democracy activists than the staggered board? (Ok, that's an [...]

Many businesses are under pressure at the moment, and we are seeing an increase in disputes between shareholders. The best outcome for the parties and the business is for the [...]

Introduction On December 21, 2021, in Re Bison Acquisition Corp, 2021 ABASC 188, a panel of the Alberta Securities Commission ('ASC') issued its written decision (the 'Decision') providing its reasons [...]

What does good governance really mean? What does it mean to follow best practices? Are there really best practices that make sense for all companies? Do we tend to latch [...]

Trust structures will often involve trustees holding shares in companies; those shares forming part of the trust fund held by the trustees for the benefit of the trust and the [...]

Background On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance [...]

The Ontario Business Corporations Act contains provisions creating what is referred to as an 'oppression remedy.' Generally speaking, this remedy allows shareholders, officers, and directors to seek redress for corporate [...]

In the nearly 10 years since the introduction of the Anti-Monopoly Law (AML) in 2008, China's antitrust regime has developed and matured and is now one of the most important [...]

Business corporations statutes in most Canadian jurisdictions allow the shareholders of a corporation to restrict, in whole or in part, the powers of the directors of the Corporation to manage, [...]

The Luxembourg law on the exploration and use of space resources of 20 July 2017 entered into force on 2 August 2017 and placed Luxembourg among the most innovative space-oriented [...]

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. EU Developments General European Commission [...]

Mr Pilling was the sole director and sole shareholder of a cleaning company, Lancashire Cleaning Services Limited (the 'Company'). Sadly, Mr Pilling died suddenly on 28th February 2017. Following his [...]

Corporations are the leading business vehicle in modern commerce. For start-ups, properly structuring and incorporating now is critical to avoid disputes, protect the corporation (and the founders) if they do [...]

On the 27th March 2017, His Honour Deemster Doyle, First Deemster and Clerk of the Rolls, delivered his judgment in Affinity Management Services Limited v Justus Limited.1 The issue before [...]

Are you a director of a company, where there is an individual that is a shareholder who continually wants the board to follow their way or no way? It is [...]

On May 9, 2017, the U.S. Court of Appeals for the Federal Circuit ('Federal Circuit') affirmed in part and reversed in part an earlier decision from the U.S. Court of [...]

There have been cases where bonuses have been paid by a controlling shareholder of a public company out of his own pocket to officers as remuneration for their work in [...]

FOREIGN INVESTMENT IN GENERAL 1.1 Business Friendly Environment Turkey's regulatory and legal environment for foreign investment is very business-friendly. Foreign investors can - as a rule - establish a company [...]

Like most Latin American countries (and other emerging markets), the corporate structure in Chile presents high ownership concentration characterized by the presence of family-owned conglomerates.1 This structure could eventually create [...]

On 14 March 2017 the European Parliament adopted the text of a proposed directive to amend the Shareholder Rights Directive (2007/36/EC). This was adopted by the Council of the European [...]

As family offices trend toward direct private investments, it is important to consider minority protections and exit options in the context of investment negotiations. Direct private investments often mean greater [...]

Under Cyprus Law, every company, limited by shares must have at least one shareholder. Even though the Cyprus legislation does not permit for bearer shares to be issued it is [...]

A Brave New World, or Much Ado About Nothing? Shareholders of the Toronto-Dominion Bank ('TD Bank') and the Royal Bank of Canada ('RBC') voted in the last few weeks on [...]

Cyprus Company Law permits the so called 're-domiciliation' process allowing a company to transfer its 'seat' of incorporation into or out of Cyprus (Companies (Amendment) Law of 2006, Law No. [...]

The updated NZX Corporate Governance Code, released this morning, has gathered strength as it went through the process. It significantly advances shareholders' rights and achieves much closer alignment with the [...]

The Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings LLC set a high bar for plaintiff stockholders seeking to challenge public company mergers. Assuming a transaction that is [...]

The global regulatory environment has become increasingly challenging for private equity in recent years. In our view, this trend will continue as politicians in the UK and elsewhere seek new [...]

Roche Müstahzarlar? Sanayii A.?. ('Roche') and a pharmaceutical wholesaler named MTS ?laç Da??t?m Tic. A.?. ('MTS') entered into an Exclusive Tender Depository Agreement ('Agreement'). They requested an individual exemption from [...]

A recent Ontario decision shines a light on the ability of shareholders to dissent in respect of a corporate transaction. This right, also known as an appraisal remedy, allows shareholders [...]

Highlights of Key Articles On April 12, 2016, the Supreme People's Court announced The Supreme People's Court's Provision on Several Issues Relating to Application of the Company Law of the [...]

In the context of an asset acquisition, both the seller and the buyer need to consider whether the proposed transaction triggers shareholder approval requirements under corporate legislation. Legislative requirements Subsection [...]

Shareholder agreements provide a framework for addressing issues which can arise in a business, such as agreeing on the way in which a business is to be managed and resolving [...]

Whether you are married or in a de facto relationship, divorcing or separating from your spouse is stressful and can have a substantial impact on your business. It creates challenges [...]

Jersey is the largest of the Channel Islands and is a self-governing British Crown Dependency with its own financial and legal systems and its own courts of law. Jersey property [...]

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with [...]

The Companies Act 2006 (2006 Act) came into force on 1 October 2009 and since then businesses have been able to familiarise themselves with the changes. However, there are some [...]

Robert Briant at Conyers Dill & Pearman looks at British Virgin Islands law governing the takeover (or privatisation) of public companies. INTRODUCTION This guide deals in general terms with certain [...]

Through its 27 September 2016 decision ('Decision 27/2016'), the Constitutional Court of Moldova ('Constitutional Court') has declared certain provisions of the local Law on Limited-Liability Companies ('Law 135/2007') unconstitutional. In [...]