Companies Financing Briefing Act 2006
|
|
- Barbra Watts
- 6 years ago
- Views:
Transcription
1 slaughter and may Companies Financing Briefing Act 2006 August 2008 Whitewash no more: the partial repeal of the Companies Act 1985 restrictions on financial assistance comes into force on 1st October 2008 Financial assistance by private companies in relation to the acquisition of their own shares or shares in their private holding companies will no longer be subject to the restrictions contained in sections 151 to 158 of the Companies Act 1985 ( CA85 ) where such assistance is given on or after 1st October, This will have positive cost and timing implications for acquisition financing transactions involving the provision of upstream credit support and funding by UK target group companies. Whilst, following the repeal, financial assistance within the scope of the repeal will no longer be unlawful as such, certain residual legal issues (which were previously largely swept up in the whitewash procedure) remain. This Briefing considers how these residual legal issues will be addressed in acquisition financing transactions in the light of this important legislative change. The current position Acquisition financing structures involving English companies may involve an element of financial assistance within the meaning of sections of the CA85. For example, intra-group lending arrangements put into place for the purpose of directing group cashflows up to the borrowing entity and the provision of guarantees and security for such facilities by members of the target group must all be considered in the context of these statutory rules. The main exception to the rules for private companies is the whitewash procedure set out in sections The whitewash procedure is only available if specific conditions are satisfied. The assistance must be given by a private company for the purpose of an acquisition of shares in itself or its private holding company (s155(1)). There must be no negative impact on the assisting company s net assets: either its net assets must not be reduced by the financial assistance, or if its net assets are reduced, the assistance must be provided out of distributable profits (s155(2)). The assistance must not have a negative impact on the assisting company s solvency: the directors are required to provide a statutory declaration to the effect that the company, following provision of the financial assistance, will not be unable to pay its debts, and will be able to pay its debts during the following twelve months (s155(4) and s156). This declaration is also required from the directors of the target company and any immediate holding company where the assistance is given by a subsidiary. The statutory procedure requires the company s auditors to confirm the directors solvency declaration and it is customary also to request confirmation of the company s net asset position from the auditors. Finally, unless the assisting company is a wholly owned subsidiary, shareholder approval of the assistance is required.
2 The whitewash procedure involves costs in terms of professional fees. It also has an impact on the timeframe for finalising credit support arrangements in that where shareholder approval is required and is not unanimous, the company must wait for four weeks before the whitewashed assistance can be given (s158 CA85). What is changing on 1st October? The CA85 restrictions on financial assistance by private companies in relation to the acquisition of their own shares or shares in a private company parent are to be repealed with effect from 1 October The operative provisions are contained in the Companies Act 2006 (Commencement No.5, Transitional Provisions and Savings) Order 2007 (the Fifth Commencement Order ). The effect of the repeal is that compliance with the whitewash procedure will no longer be statutorily required in transactions involving financial assistance by private companies. The repeal applies to financial assistance given on or after 1st October 2008 even (in the case of financial assistance given after such time as the relevant shares are acquired) if the shares in question were acquired, and the liability in respect of which the assistance is given incurred, before that date. Borrowers may wish to consider, in relation to transactions closing prior to the date of the repeal, whether there is any possibility of persuading lenders to defer putting upstream credit support into place until 1st October 2008 in order to avoid the costs of the statutory whitewash. Revival of the common law and the savings provision During the passage of the Companies Bill and during the consultation process on implementation of the Companies Act 2006 ( CA06 ), concern was expressed by some that in the absence of statutory restrictions, financial assistance by private companies might remain problematic under the common law. The financial assistance provisions are just one aspect of the common law rules on maintenance of capital 1. There is no specific body of caselaw on financial assistance outside the statutory provisions. Therefore the common law rules on maintenance of capital should not operate to render unlawful as financial assistance, financial assistance which is lawful under ss once the repeal comes into force. In any event, generally, where the common law contains rules which are within the scope of a statutory provision, the common law will cease to apply unless Parliament decides otherwise. Section 16(1)(a) of the Interpretation Act 1978 provides that where an Act repeals an enactment, the repeal does not, unless the contrary intention appears, (a) revive anything not in force or existing at the time at which the repeal takes effect. Nonetheless, it was thought necessary to make clear in the implementing legislation that financial assistance which, after 1st October 2008 will no longer be prohibited under the CA85 will not be prohibited as such under the common law. Hence, the Fifth Commencement Order (paragraph 52 of Schedule 4) contains a savings provision to the effect that the repeal shall not cause anything within the scope of the repeal to be rendered unlawful by reason of any rule of law that had so ceased to have effect or been modified whilst the provisions were in force. 1 E.g. Trevor v Whitworth (1887) 12 App Cas slaugh ter and may
3 However, the savings provision does not automatically mean that any transaction which previously might have been whitewashed is now lawful. There are a number of legal considerations relevant to such transactions outside of the statutory financial assistance rules which will continue to require attention. Residual legal issues The statutory restrictions on financial assistance grew out of the common law rules on maintenance of capital and were enacted in order to restrict one method by means of which companies might put assets out of reach of creditors. They are part of a larger body of English company law which exists for the purpose of protecting a company s capital for the benefit of its creditors. Other rules with similar intentions include those on distributions other than out of distributable profits 2 and the conditions for reduction of capital 3. Further, all corporate transactions must be in the best interests of the company, and a consideration of the company s solvency will always be relevant. These considerations remain unaffected by the partial repeal of ss , a point which is made by the BERR in the explanatory notes to the Fifth Commencement Order. The impact of these other rules on any acquisition financing structure involving financial assistance by private companies will continue to require consideration after 1st October. Reductions of capital Any transaction with or for the benefit of shareholders which has the effect of reducing a company s accounting net assets will constitute a reduction of capital, which will be unlawful unless the company has distributable reserves sufficient to cover the amount of the reduction or the statutory requirements for effecting such a reduction are complied with. The directors of the company in question will have to direct their minds to whether the assistance has an impact on the company s net assets, and if so, whether sufficient distributable reserves are available to cover any shortfall. The board minutes relating to the assisting company s entry into the transaction should contain an indication that the directors have applied their minds to this issue and document their conclusions. Whether such a transaction has an impact on the relevant company s accounting net asset position will depend on the circumstances. The provision of security to lenders in support of a holding company s financing obligations or the advance of an intra-group loan for the purposes of enabling acquisition debt service should not have an immediate negative impact on the target group company s net asset position unless at the time such assistance is provided, a provision is required in the books of the company. The latter is only likely to be required in the event that it is likely that the security will be enforced or there is no reasonable prospect of the loan being repaid. 2 See CA06 Part See CA85 ss and CA06 Part 17, Chapter 10, expected to come into force in October 2009, save for the provisions enabling private companies to reduce their capital without court sanction based on a solvency statement, in force on 1st October slaugh ter and may
4 Unlawful distributions A distribution to shareholders must comply with the restrictions contained in Part 23 CA06. A transfer of assets to or for the benefit of shareholders may constitute a distribution if it is gratuitous or if it involves a transfer at less than fair market value (or book value, if the company has distributable reserves 4 ). Again, the directors should consider, as a matter of due diligence, whether any element of the company s involvement in the proposed transaction might involve a distribution. Corporate benefit and directors duties The directors of the company entering into any transaction will need to consider their duties and the corporate benefit to the company of entry into the transaction. Directors of assisting companies must therefore ensure that they are satisfied that any proposed transaction is in the best interests or likely to promote the success of the company (see s172 CA06). Shareholder approval (a special resolution) is also usually obtained in relation to the transaction in order to avoid the possibility of the transaction being challenged by a shareholder on the basis that the directors have breached their duties. Shareholder approval, however, will not eliminate the risk of challenge in the event that the company is insolvent or is threatened by insolvency. Solvency If the company concerned is insolvent or at risk of becoming insolvent (or if the transaction causes the company to become insolvent), the transaction may be at risk of challenge on the basis of the directors having breached their duties or as a transaction at an undervalue under s238 of the Insolvency Act An analysis of each relevant target company s solvency will be part of the due diligence conducted by lenders when assessing the creditworthiness of the transaction. A consideration of the company s solvency position (and that of the borrower) will also be part of the directors analysis in determining whether the transaction is in the best interests of the company. This will involve looking at the company s net asset position both before and after entry in to the transaction and the sufficiency of its cashflows going forward. Auditor involvement Any consideration of the residual legal issues outlined above involves an analysis of the solvency position of the company and a consideration of the impact (if any) of the transaction on the net asset position of the company. The company s future cashflows will also need to be taken into account in determining its future solvency. In other words, the issues to be considered by the directors are very similar to the issues to be taken into account and confirmed as part of the whitewash procedure. In terms of documentation, even in the absence of the whitewash, board and shareholder resolutions plus due diligence and legal advice will be required in order to determine whether the proposed 4 S845 CA06. 4 slaugh ter and may
5 transaction is lawful. However, the statutory filings, declarations and perhaps most notably, auditors reports will no longer be required by law so the documentary and procedural burden should be much less. Is there any reason why input from auditors should be sought into this process going forward? Generally speaking, there is no reason why creditors or directors should need input from auditors on these issues in an acquisition financing transaction to any greater extent than needed for other types of secured or guaranteed financing. An auditors report is not usually required where a subsidiary guarantees its parent company s working capital facilities, for example. Accepted wisdom is that no whitewash is required in respect of upstream support for leveraged acquisition debt when refinanced for the second time. Both examples illustrate that the whitewash documentation, and in particular, the requirement for input from auditors, is a legal requirement for the validity of a credit support package rather than a necessity from the directors or lenders perspective. There may, however, be exceptional circumstances where lenders and/or directors may feel that they require the auditors to confirm the company s net asset or cashflow position (perhaps if the lawfulness or otherwise of the transaction appears to be on the borderline, for example as a result of solvency concerns), but we expect that to be the case only in rare circumstances. The future The 1st October repeal is welcome but it is only partial. Sections of the CA85 will continue to restrict financial assistance by and in relation to acquisitions of public companies, and this will continue to be the case when sections of the CA06 come into force (which is expected to be in October 2009). The financial assistance rules will still therefore need to be considered in the context of public to private transactions for the foreseeable future (i.e. public companies will still have to be taken private prior to any financial assistance being given). The restrictions on financial assistance by or in relation to shares in public companies are rooted in European law and as such, must remain in the CA06 for the time being. The Second Company Law Directive (77/91/EEC) was amended in 2006 by Directive 2006/68/EEC, which amongst other things, permits member states, optionally, to relax further the financial assistance rules as applicable to public companies. In its February 2007 consultation paper on the implementation of the CA06, the BERR indicated that in the light of the ongoing EU feasibility study into alternatives to the capital maintenance regime 5, it is not currently proposed to take any further action based on the amending directive. It is however, possible that the financial assistance rules may be further reformed in the future, and the government has expressly reserved the power to do so by secondary legislation in s737 of the CA06. 5 KPMG Germany was tasked by the EU with conducting the feasibility study: its report was published in January 2008 and is currently being evaluated. Please note that this Financing Briefing is published to provide general information and not as legal advice. For further information please contact your usual adviser at Slaughter and May.
The Doctrine of Capital Maintenance and its Statutory Developments: An Analysis
Volume IV (2013) ISSN 2218-2578 The Northern University Journal of Law The Doctrine of Capital Maintenance and its Statutory Developments: An Analysis Md. Saidul Islam* Abstract This article emphasizes
More informationOPINION OF THE EUROPEAN CENTRAL BANK. of 22 September on the designation of Lietuvos bankas as a resolution authority (CON/2015/33)
EN OPINION OF THE EUROPEAN CENTRAL BANK of 22 September 2015 on the designation of Lietuvos bankas as a resolution authority (CON/2015/33) Introduction and legal basis On 13 August 2015, the European Central
More informationFinancing Briefing. slaughter and may. IMO Car Wash: what it means for restructurings. August Case Summary
slaughter and may Financing Briefing August 2009 IMO Car Wash: what it means for restructurings A scheme of arrangement is a statutory procedure under Part 26 of the Companies Act 2006 for effecting a
More informationReform in the Malaysian Corporate Landscape Key Highlights under the New Companies Act
Reform in the Malaysian Corporate Landscape Key Highlights under the New Companies Act Brochure / report title goes here Section title goes here 2 Contents Introduction 4 Key Highlights Creating a Conducive
More informationInternational Standard on Auditing (Ireland) 570 Going Concern
International Standard on Auditing (Ireland) 570 Going Concern MISSION To contribute to Ireland having a strong regulatory environment in which to do business by supervising and promoting high quality
More informationFCA Consultation CP 13/10 December 2013 The ABI s response to proposals for the FCA regime for consumer credit
FCA Consultation CP 13/10 December 2013 The ABI s response to proposals for the FCA regime for consumer credit The ABI is the voice of insurance, representing the general insurance, protection, investment
More informationEUROPEAN CENTRAL BANK
26.4.2017 EN Official Journal of the European Union C 132/1 III (Preparatory acts) EUROPEAN CENTRAL BANK OPINION OF THE EUROPEAN CENTRAL BANK of 8 March 2017 on a proposal for a directive of the European
More informationECB-PUBLIC OPINION OF THE EUROPEAN CENTRAL BANK. of 8 March 2017
EN ECB-PUBLIC OPINION OF THE EUROPEAN CENTRAL BANK of 8 March 2017 on a proposal for a directive of the European Parliament and of the Council on amending Directive 2014/59/EU as regards the ranking of
More informationAnnex III ANNEX III: PROVISION OF INTRADAY CREDIT. Definitions
Annex III ANNEX III: PROVISION OF INTRADAY CREDIT Definitions For the purposes of this Annex: (1) credit institution means either: (a) a credit institution within the meaning of point (1) of Article 4(1)
More informationInsurance Newsletter. Quarter kpmg.com.mt. KPMG Malta
Insurance Newsletter Quarter 3 2016 kpmg.com.mt KPMG Malta Introduction Welcome to the 2016 Q3 Insurance e-newsletter. In this newsletter, we are providing updates on issues facing the insurance industry
More informationThe Companies Act 2006: A Guide to the Reforms
The Companies Act 2006: A Guide to the Reforms Part 3: Share capital and capital maintenance December 2006 Table of contents Introduction 1 Scope of the Act 1 Implementation timetable 2 Executive summary
More informationClearing Member Disclosure Document Relating to Clearing of Securities Transactions 1
Markets and Securities Services I Direct Custody & Clearing Dated: 13 December 2017 Citibank Europe Plc Clearing Member Disclosure Document Relating to Clearing of Securities Transactions 1 1 The Guidance
More informationinsolvency insolvency newsletter issue 16 December 2008
insolvency 16 insolvency newsletter issue 16 December 2008 Contents 1. Technical News 3 2. Regulatory News 5 3. Legislation 6 4. Cases 7 Editor: John Davies, Head of Business Law e-mail: daviesj@accaglobal.com
More informationRESPONSE TO CONSULTATION
RESPONSE TO CONSULTATION CITY OF EDINBURGH COUNCIL: TRAM DEVELOPER CONTRIBUTIONS Introduction is the representative body of the house-building industry in Scotland. Its members build over 90% of the new
More informationICSA response to the Department for Business, Energy and Industrial Strategy (BEIS) consultation on Insolvency and Corporate Governance
Insolvency and Corporate Governance Business Frameworks Directorate Department for Business, Energy and Industrial Strategy 1st Floor 1 Victoria Street London SW1P 0ET By email: insolvencyandcorporategovernance@beis.gov.uk
More informationCayman Islands: Restructuring & Insolvency
The In-House Lawyer: Comparative Guides Cayman Islands: Restructuring & Insolvency inhouselawyer.co.uk /index.php/practice-areas/restructuring-insolvency/cayman-islands-restructuringinsolvency/ 5/3/2017
More informationHightown Housing Association Limited 4 per cent. Bonds due 31 October 2027 (including Retained Bonds)
PROSPECTUS DATED 10 OCTOBER 2017 Hightown Hightown Housing Association Limited 4 per cent. Bonds due 31 October 2027 (including Retained Bonds) Issued by Retail Charity Bonds PLC secured on a loan to Hightown
More informationIn accordance with a decision of the Parliament, the following is enacted:
[UNOFFICIAL TRANSLATION MINISTRY OF ECONOMIC AFFAIRS AND EMPLOYMENT 2017] Accounting Act 1336/1997 In accordance with a decision of the Parliament, the following is enacted: Chapter 1 General provisions
More informationCLEARING MEMBER DISCLOSURE DOCUMENT 1
Version: November 2013 CLEARING MEMBER DISCLOSURE DOCUMENT 1 Introduction 2 Throughout this document references to we, our and us are references to the clearing broker. References to you and your are references
More informationCLEARING MEMBER DISCLOSURE DOCUMENT. Direct and Indirect Clearing
CLEARING MEMBER DISCLOSURE DOCUMENT Direct and Indirect Clearing Introduction Throughout this document references to "we", "our" and "us" are references to the clearing broker. References to "you" and
More informationDelegations will find hereby the above mentioned Opinion of the European Central Bank.
Council of the European Union Brussels, 27 March 2017 (OR. en) Interinstitutional File: 2016/0363 (COD) 7735/17 COVER NOTE From: date of receipt: 27 March 2017 To: Subject: EF 63 ECOFIN 235 DRS 19 CODEC
More informationOn behalf of the Public Affairs Executive (PAE) of the EUROPEAN PRIVATE EQUITY AND VENTURE CAPITAL INDUSTRY
On behalf of the Public Affairs Executive (PAE) of the EUROPEAN PRIVATE EQUITY AND VENTURE CAPITAL INDUSTRY May 2014 Position Paper on the European Commission Proposal for a Regulation on structural measures
More informationAn Overview. the obligation on every "large company" 1 to establish an audit committee; provides for new types of company;
2014 An Overview companies act 2014 The 2014 (the Act ) came into effect on 1 June 2015 and has introduced significant reforms in company law in Ireland. Some provisions of the Act will not apply to a
More informationCORPORATE GUARANTEES. Lugano, October 6, Giovanni Stucchi
CORPORATE GUARANTEES Lugano, October 6, 2016 Giovanni Stucchi 1. What are we talking about? Down-stream guarantees BANK GUARANTEE PARENT 100 % LOAN SUBSIDIARY 2 Up-stream guarantees LOAN BANK PARENT 100
More informationSpeaking a common language: how different is the LSTA s new form of revolving credit facility from the LMA equivalent?
Speaking a common language: how different is the LSTA s new form of revolving credit facility from the LMA equivalent? December 2017 The recent publication by the Loan Syndications and Trading Association
More informationInformation Memorandum. Westpac Securitisation Trust Series WST Trust. Mortgage Backed Floating Rate Notes. A$2,300,000,000 Class A Notes
Westpac Securitisation Trust Series 2014-1 WST Trust Mortgage Backed Floating Rate Notes A$2,300,000,000 Class A Notes rated AAAsf by Standard and Poor's (Australia) Pty Limited and Aaa(sf) by Moody's
More informationInternational Standard on Auditing (UK) 570 (Revised June 2016)
Standard Audit and Assurance Financial Reporting Council June 2016 International Standard on Auditing (UK) 570 (Revised June 2016) Going Concern The FRC s mission is to promote transparency and integrity
More informationMERRILL LYNCH INTERNATIONAL CLEARING MEMBER DISCLOSURE DOCUMENT 1. Direct and Indirect Clearing
Version 5.0 : Released January 2018 Introduction MERRILL LYNCH INTERNATIONAL CLEARING MEMBER DISCLOSURE DOCUMENT 1 Direct and Indirect Clearing Throughout this document references to "we", "our" and "us"
More informationCHAPTER INTERNATIONAL BANKING AND TRUST COMPANIES ACT and Subsidiary Legislation
CHAPTER 11.04 INTERNATIONAL BANKING AND TRUST COMPANIES ACT and Subsidiary Legislation Revised Edition showing the law as at 1 January 2013 This is a revised edition of the law, prepared by the Law Revision
More informationInnovative Finance ISA Key Information
Innovative Finance ISA Key Information April 2018 The purpose of this ISA Investor Key Information document is to focus your attention on some of the important things you should know before deciding to
More informationCommon issues in corporate recovery and insolvency in England and Wales
May 2008 slaughter and may Common issues in corporate recovery and insolvency in England and Wales Sarah Paterson, partner and Tom Vickers, associate 1 Issues Arising When a Company is in Financial Difficulties
More informationSUBMISSION FROM TODS MURRAY LLP. Bankruptcy and Diligence etc. (Scotland) Bill
SUBMISSION FROM TODS MURRAY LLP Bankruptcy and Diligence etc. (Scotland) Bill Comments on Part 2 (Floating Charges) to Scottish Parliament Enterprise and Culture Committee by Banking Department of Tods
More informationCACEIS Bank, and its branches Disclosure Guideline for Central Counterparty Clearing Disclosure pursuant to EMIR, RTS 6 and Indirect Clearing RTS
CACEIS Bank, and its branches Disclosure Guideline for Central Counterparty Clearing Disclosure pursuant to EMIR, RTS 6 and Indirect Clearing RTS 1 CLEARING MEMBER DISCLOSURE DOCUMENT Introduction Throughout
More information1 Introduced on 1 June DAC LTD
Companies Act 2014 Ultra Vires no longer an issue 1 Director permitted Memos & Arts replaced by a single document AGMs can be in writing reducing the need for physical presence Directors fiduciary duties
More informationThe New Companies Ordinance. Companies Registry
The New Companies Ordinance Companies Registry 1 Part 9 Accounts and Audit 2 Application of new CO provisions to first financial year (s 358) The requirements in the new CO in relation to accounting records
More informationDIRECT CLIENT DISCLOSURE DOCUMENT 1. Indirect Clearing Goldman Sachs International
DIRECT CLIENT DISCLOSURE DOCUMENT 1 Indirect Clearing Goldman Sachs International Introduction 2 Throughout this document references to "we", "our" and "us" are references to the clearing broker's client
More informationSanctions and Anti-Money Laundering Bill
Sanctions and Anti-Money Laundering Bill Committee Stage House of Lords Tuesday 21 November 2017 The Law Society of England and Wales is the independent professional body that works to support and represent
More informationUSERS GUIDE FORM OF FACILITY AGREEMENT FOR LEVERAGED ACQUISITION FINANCE TRANSACTIONS (SENIOR / MEZZANINE) NOVEMBER 2014
For the avoidance of doubt, this Users Guide, the Leveraged Document and the LMA Intercreditor Agreement are in a nonbinding, recommended form. Their intention is to be used as a starting point for negotiation
More informationAirline Insolvency Review: A call for evidence R3 response
Airline Insolvency Review: A call for evidence R3 response ABOUT R3 1. R3 is the trade association for the UK s insolvency, restructuring, advisory, and turnaround professionals. We represent licensed
More informationERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT.
ERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT. Version: March 2014 EMIR Article 39 Disclosure Document 1 Introduction 1.1 Throughout this document references to we, our and us are references to Marex Financial
More informationTHE NEW UAE COMPANIES LAW. Client briefing note
THE NEW UAE COMPANIES LAW Client briefing note July 2015 INTRODUCTION On 1 April 2015, the UAE Government announced the issue of Federal Law No. 2 of 2015, a new companies commercial federal law (the New
More informationISA 570, Going Concern
International Auditing and Assurance Standards Board ISA 570 (Redrafted) July 2008 Redrafted International Standard on Auditing ISA 570, Going Concern International Auditing and Assurance Standards Board
More informationDirective Proposals on Company Reporting, Capital Maintenance and Transfer of the Registered Office of a Company
EUROPEAN COMPANY LAW AND CORPORATE GOVERNANCE Directive Proposals on Company Reporting, Capital Maintenance and Transfer of the Registered Office of a Company A CONSULTATIVE DOCUMENT MARCH 2005 The DTI
More informationDeutsche Bank EMIR Article 39(7) and MiFID II RTS 6 Article 27(2) Clearing Member Disclosure Document
Deutsche Bank EMIR Article 39(7) and MiFID II RTS 6 Article 27(2) Clearing Member Disclosure Document November 2017 1 Clearing Member Disclosure Document Introduction Throughout this document references
More informationEuropean Commission Proposed Directive on Statutory Audit of Annual Accounts and Consolidated Accounts
Policy on EC Proposed Directive Fédération des Experts Comptables Européens 31 March 2004 European Commission Proposed Directive on Statutory Audit of Annual Accounts and Consolidated Accounts On 16 March
More informationIntroduction Scope of this SA 1. This Standard on Auditing (SA) deals with the auditor s responsibilities in the audit of financial statements relatin
Standard on Auditing (SA) 570 (Revised), Going Concern Contents Paragraph(s) Introduction Scope of this SA... 1 Going Concern Basis of Accounting... 2 Responsibility for Assessment of the Entity s Ability
More informationEUROPEAN COMMISSION Internal Market and Services DG FREE MOVEMENT OF CAPITAL, COMPANY LAW AND CORPORATE GOVERNANCE
EUROPEAN COMMISSION Internal Market and Services DG FREE MOVEMENT OF CAPITAL, COMPANY LAW AND CORPORATE GOVERNANCE Accounting Brussels, 27 June 2008 MARKT F3 D(2008) Endorsement of the Amendments to IAS
More informationLondon Stock Exchange. International Securities Market Rulebook
London Stock Exchange International Securities Market Rulebook EFFECTIVE 8 MAY 2017 1 TABLE OF CONTENTS Contents Page Introduction and Scope 3 Definitions 4 Sections 1 General Requirements for Admission
More informationINTERNATIONAL INSOLVENCY INSTITUTE. Seventh Annual International Insolvency Conference. June 11-1 June 12,
INTERNATIONAL INSOLVENCY INSTITUTE Seventh Annual International Insolvency Conference June 11-1 June 12, 2007-05-11 Duties and Responsibilities of Directors and Officers in Insolvency Situations (Presented
More informationFINANCIAL SERVICES (BANKING REFORM) BILL
FINANCIAL SERVICES (BANKING REFORM) BILL EXPLANATORY NOTES INTRODUCTION 1. These Explanatory Notes relate to the Financial Services (Banking Reform) Bill as introduced in the House of Commons on 4 February
More informationClearing Member Disclosure in relation to Client Clearing Services under the European Market Infrastructure Regulation
Clearing Member Disclosure in relation to Client Clearing Services under the European Market Infrastructure Regulation Introduction Throughout this document references to we, our and us are references
More information15.8 FATCA Deduction. 16. Increased Costs Increased costs
15.8 FATCA Deduction Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase
More informationAuditing a self-managed super fund
Instructions for Auditors of SMSFs Auditing a self-managed super fund Questions and statements to consider when auditing a self-managed super fund (SMSF). NAT 16308-08.2008 Our commitment to you We are
More informationStatement of Recommended Practice:
The Association of Investment Companies Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts Issued November 2014 and updated in January 2017
More informationDirectors general duties
Guidance note Directors general duties Contents: 1 Introduction and background 2 The key elements of the provisions under the Companies Act 2006 and practical guidance for directors June 2015 1 Introduction
More informationDECISION OF THE BOARD OF SUPERVISORS TO ADOPT A SUPERVISORY MEASURE AND IMPOSE A FINE IN RESPECT OF AN INFRINGEMENT BY SVENSKA HANDELSBANKEN AB
Date: 11 July 2018 ESMA41-137-1147 DECISION OF THE BOARD OF SUPERVISORS TO ADOPT A SUPERVISORY MEASURE AND IMPOSE A FINE IN RESPECT OF AN INFRINGEMENT BY SVENSKA HANDELSBANKEN AB The Board of Supervisors
More informationDubai International Financial Centre (DIFC) overhauls legal framework
Insights Tax and Legal Services PwC Middle East Dubai International Financial Centre (DIFC) overhauls legal framework November 2018 In brief The DIFC has repealed their Companies Law (DIFC Law No.2 of
More informationRegulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories.
Version: February 2014 CLEARING MEMBER DISCLOSURE DOCUMENT CLEARED OTC DERIVATIVES Introduction Throughout this document references to we, our and us are references to the clearing member. References to
More informationBrussels, 23 rd September 2013
CEGBPI/BANK/06/2013 Minutes of the 2 nd meeting of the Expert Group on Banking, Payments and Insurance (Banking section) Brussels, 23 rd September 2013 INTRODUCTION BY CHAIRMAN Mr. Mario Nava, Acting Director
More informationReview of the thin capitalisation arm s length debt test
13 March 2014 Review of the thin capitalisation arm s length debt test The Australian Private Equity and Venture Capital Association Limited (AVCAL) welcomes the opportunity to comment on the Board of
More informationGUIDELINES ON AUTHORISATION AND REGISTRATION UNDER PSD2 EBA/GL/2017/09 08/11/2017. Guidelines
EBA/GL/2017/09 08/11/2017 Guidelines on the information to be provided for the authorisation of payment institutions and e-money institutions and for the registration of account information service providers
More informationMABS NATIONAL DEVELOPMENT CLG
MABS NATIONAL DEVELOPMENT CLG Consultation EU Commission Proposed A submission on the proposal for a Directive on insolvency, debt, restructure and second chance Contents Introduction... 2 Submission...
More informationCertificates Granted by the Court. BIA s.175. Proposed Wording Section 175 of the Act is repealed. Rationale
106 106. Section 175 of the Act is repealed. BIA s.175 Certificates Granted by the Court There is no need for a certificate confirming that the bankruptcy was caused by misfortune and not misconduct. This
More informationTHE RECOMMENDED FORM OF BAIL-IN CLAUSE AND USERS GUIDE 7 APRIL4 AUGUST 2016
For the avoidance of doubt, this Users Guide and the LMA Bail-In Clause are in a non-binding, recommended form. Their intention is to be used as a starting point for negotiation only. Individual parties
More informationslaughter and may FSA Consultation Paper CP12/25: Enhancing the effectiveness of the UK Listing Regime
slaughter and may FSA Consultation Paper CP12/25: Enhancing the effectiveness of the UK Listing Regime BRIEFING october 2012 INTRODUCTION On 2 October 2012, the FSA published Consultation Paper CP12/25,
More informationMERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CLEARING MEMBER DISCLOSURE STATEMENT 1
August 2016 In accordance with the provisions of Article 39(7) of the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties
More informationEFAMA s position paper on securitisation
EFAMA s position paper on securitisation Executive summary EFAMA 1 is strongly supportive of the efforts deployed by the Commission towards restoring economic growth in Europe. We consider that the development
More informationGovernment Gazette REPUBLIC OF SOUTH AFRICA. Vol. 478 Cape Town 1 April 2005 No
Government Gazette REPUBLIC OF SOUTH AFRICA Vol. 478 Cape Town 1 April 2005 No. 27443 THE PRESIDENCY No. 291 1 April 2005 It is hereby notified that the President has assented to the following Act, which
More informationRecent trends in loan documentation
Recent trends in loan documentation Kathrine Meloni, Special Adviser, Slaughter and May Abstract: This article looks at recent developments affecting loan documentation. It is designed to help borrowers
More informationFEEDBACK STATEMENT ISSUED
FEEDBACK STATEMENT ISSUED FURTHER TO INDUSTRY RESPONSES TO MFSA CONSULTATION DOCUMENT ON INSURANCE RULES IMPLEMENTING AUDIT COMMITTEE REQUIREMENTS MFSA REF: [05/2016] 18 TH JULY 2016 0 P a g e 1. Background
More informationDEPOSIT PROTECTION CORPORATION ACT
CHAPTER 24:29 DEPOSIT PROTECTION CORPORATION ACT ARRANGEMENT OF SECTIONS Acts 7/2011, 9/2011 PART I PRELIMINARY Section 1. Short title. 2. Interpretation. 3. When contributory institution becomes financially
More informationThe Central Bank of The Bahamas
The Central Bank of The Bahamas CONSULTATION PAPER on the Draft Banks and Trust Companies Regulation (Amendment) (No. 1) Bill, 2013 and the Draft Banks and Trust Companies (Administrative Monetary Penalties),
More informationslaughter and may Eurozone Crisis What do clients need to know?
slaughter and may What do clients need to know? BRIEFING OCTOBER 2011 In light of the continuing uncertainty about the resolution of the eurozone crisis, we are issuing this briefing to highlight some
More informationOPINION OF THE EUROPEAN CENTRAL BANK
EN OPINION OF THE EUROPEAN CENTRAL BANK of 19 November 2014 on a proposal for a regulation of the European Parliament and of the Council on structural measures improving the resilience of EU credit institutions
More informationCAMBODIAN ACCOUNTING STANDARDS (CAS)
CAMBODIAN ACCOUNTING STANDARDS (CAS) 1 - CAS 1 : Presentation of Financial Statements an Audit of Financial Statements 2 - CAS 2 : Inventories 3 - CAS 7 : Cash Flow Statements 4 - CAS 8 : Net profit or
More informationInternational Development Association. General Conditions for Credits and Grants. Dated July 1, 2005 (as amended through October 15, 2006)
International Development Association General Conditions for Credits and Grants Dated July 1, 2005 (as amended through October 15, 2006) Table of Contents ARTICLE I Introductory Provisions... 1 Section
More informationJefferies Bache, LLC Clearing Member Disclosure Statement 1
520 Madison Avenue New York, NY 10022 212.284.2300 Jefferies.com In accordance with the provisions of Article 39(7) of the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4
More informationCountry Author: Buddle Findlay. The Legal 500 & The In-House Lawyer Comparative Legal Guide New Zealand: Restructuring & Insolvency
Country Author: Buddle Findlay The Legal 500 & The In-House Lawyer Comparative Legal Guide New Zealand: Restructuring & Insolvency This country-specific Q&A provides an overview of the legal framework
More informationRestrictions on the co paying dividends S254T Restrictions on a company acquiring its own shares or those of its controlling entity
TOPIC 5: Share capital, debt capital and dividends 1. ISSUE/ALLOTMENT OF SHARES Co determines terms on which shares are issued and rights /restrictions attaching to shares S254B Members can be allotted
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 2017
Limited Liability Partnerships (Jersey) Law 2017 Arrangement LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 2017 Arrangement Article PART 1 3 PRELIMINARY 3 1 Interpretation... 3 PART 2 5 ESSENTIALS OF A LIMITED
More information27 February Per
27 February 2008 Bradley Viljoen Committee Secretary - Portfolio Committee on Finance 3rd Floor 90 Plein Street Workstation W/S 3126 Parliament of RSA Cape Town 8000 Per e-mail: bviljoen@parliament.gov.za
More informationSKANDINAVISKA ENSKILDA BANKEN AB (PUBL) EMIR DISCLOSURE
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) EMIR DISCLOSURE 1 INTRODUCTION 1.1 Under Article 39(5) of the European Market Infrastructure Regulation ( EMIR ), EU Central Counterparties ( CCPs ) and their clearing
More informationKey Points. Main sources. Overview
Key Points There are no statutory restrictions on membership of a UK pension scheme by persons who do not live or work in the United Kingdom. Restrictions on benefits accrued or provided under a registered
More informationCITIGROUP GLOBAL MARKETS INC. CLEARING MEMBER DISCLOSURE STATEMENT 1
In accordance with the provisions of Article 39(7) of the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories
More informationMARKET ABUSE REGULATION
MARKET ABUSE REGULATION ENSURING COMPLIANCE AMIDST UNCERTAINTY Adrian West and Jane Bondoux of Travers Smith LLP consider how the Market Abuse Regulation will affect compliance procedures for UK listed
More informationFinancial Services Commission. Solvency 2 Self Assessment Feedback Paper
Financial Services Commission Solvency 2 Self Assessment Feedback Paper Published: 06th May 2015 Table of Contents Introduction.. 3 1. Pillar 1.......4 1.2 Solvency Capital Requirement (SCR) Analysis....4
More informationMoney Laundering Regulations 2017
Money Laundering Regulations 2017 A public consultation issued by HM Treasury Comments from April 2017 Ref: TECH-CDR-1535 (the Association of Chartered Certified Accountants) is the global body for professional
More informationCOMMISSION DELEGATED REGULATION (EU) /... of
EUROPEAN COMMISSION Brussels, 4.2.2016 C(2016) 379 final COMMISSION DELEGATED REGULATION (EU) /... of 4.2.2016 specifying further the circumstances where exclusion from the application of write-down or
More informationHSBC Securities (USA) Inc. CLEARING MEMBER DISCLOSURE STATEMENT 1
In accordance with the provisions of Article 39(7) of the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories
More informationGoing Concern. This SSA 570 supersedes SSA 570 Going Concern in September 2009.
SINGAPORE STANDARD ON AUDITING SSA 570 Going Concern This SSA 570 supersedes SSA 570 Going Concern in September 2009. Auditors are required to comply with the auditing standards contained in this SSA in
More informationMiller Insurance Services (Singapore) Pte Ltd. Terms of Business Agreement ( TOBA )
Miller Insurance Services (Singapore) Pte Ltd Terms of Business Agreement ( TOBA ) 1. Miller 1.1 Miller Insurance Services (Singapore) Pte Ltd (Miller Singapore) is a subsidiary of Miller Insurance Services
More informationSTOPIA 2006 and TOPIA 2006 <1>
Agenda Item 4 IOPC/OCT16/4/3/2/Rev.1 Date 29 September 2016 Original English 1992 Fund Assembly 92A21 1992 Fund Executive Committee 92EC67 Supplementary Fund Assembly SA13 STOPIA 2006 and TOPIA 2006
More informationJebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018
Jebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018 Jebel Ali Free Zone Authority PART 1: GENERAL... 7 1. TITLE... 7 2. LEGISLATIVE AUTHORITY... 7 3. DATE OF
More informationThe Companies Act 2014 was signed into law just before last Christmas and is planned to be commenced in all material respects on 1 June 2015.
The Irish Companies Act 2014 The Companies Act 2014 was signed into law just before last Christmas and is planned to be commenced in all material respects on 1 June 2015. At 1448 sections and 17 Schedules,
More informationPROSPECTUS (Prospekt) Sus Bee Finance S.A. (incorporated as a société anonyme (public company) in the Grand Duchy of Luxembourg)
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Trading in the Notes has not been approved by the U.S. Commodity Futures Trading
More informationDistributions and share purchases and redemptions under the Companies (Jersey) Law 1991
GUIDE and share purchases and redemptions under the Companies (Jersey) Law 1991 Last reviewed: January 2017 Contents 2 What is a distribution? 2 Making distributions 2 2 Share purchases 2 Share redemptions
More informationSweden Financial Assistance IBA Corporate and M&A Law Committee 2013
Sweden Financial Assistance IBA Corporate and M&A Law Committee 2013 Contact Per Berglöf (partner) Olof Hagberg (associate) Advokatfirman Delphi KB per.berglof@delphi.se olof.hagberg@delphi.se Contents
More informationLMA Webinar Overview of the LMA Leveraged Facilities Agreement Edward Aldred, Partner Linklaters LLP
LMA Webinar Overview of the LMA Leveraged Facilities Agreement Edward Aldred, Partner Linklaters LLP Overview Introduction: role of the LMA Assumptions A typical leveraged buy-out structure Overall anatomy
More informationVoluntary winding up
Voluntary winding up Topic 2 - Voluntary and Compulsory winding up Voluntary winding up Members (Solvent) Creditors (Insolvent) What is voluntary administration? The voluntary administration process is
More informationGUIDANCE NOTE UNITED STATES AND EUROPEAN UNION SANCTIONS
GUIDANCE NOTE UNITED STATES AND EUROPEAN UNION SANCTIONS 1. INTRODUCTION This guidance note provides a brief and non-comprehensive overview of the legal basis of US and EU sanctions regimes and flags transactional
More information