There are four major eras of corporate governance. The dawn of corporate governance goes back to the 1930s when US corporations first began selling stocks to a wider set of owners, and we have seen many changes in the decades since. Continue reading “Sponsored briefing: The 4 Eras of Corporate Governance”
Sponsored briefing: The 4 Eras of Corporate Governance
Sponsored briefing: Key issues when structuring a BVI joint venture
The British Virgin Islands (BVI) is a particularly popular jurisdiction for incorporating joint venture vehicles. The principal statute governing the formation and operation of a BVI business company is the Business Companies Act 2004 (the BC Act). The BC Act is a modern and flexible companies statute.
Key Documentation
The principal corporate documents are the joint venture agreement (JVA) and the memorandum and articles of association of the BVI company (M&A). There are particular provisions of the JVA that must be in the M&A under BVI law. These provisions relate to: (i) the rights attaching to the authorised shares of the company; (ii) provisions in respect of company procedures such as notice and quorum requirements for shareholder meetings; (iii) the election of directors; and (iv) restrictions on the powers of the directors to carry on the business of the company (being items requiring super majority director approval or shareholder approval). Continue reading “Sponsored briefing: Key issues when structuring a BVI joint venture”
Sponsored briefing: Africa: The land of milk and honey and business as usual
African countries, even with their less advanced healthcare systems and low vaccination rates, have weathered the pandemic well with a low incidence and mortality rate for Covid-19. The impact, therefore, of the pandemic in Africa remains markedly lower compared to the Americas, Europe and Asia. Scientists say it is a paradox and are exploring the hypothesis that Africans have had more exposure to other coronaviruses, which may act as a defence against Covid-19. Another possibility is that regular exposure to malaria or other infectious diseases could prime the immune system to fight new pathogens, including SARS-CoV-2. If tens of millions of Africans have already been infected, scientists question whether the continent should try for ‘herd immunity’ without a vaccine, shielding only the most vulnerable, which might be preferable over control measures that cripple economies in the long run.
Further, Africa’s youthful population stands out against the global backdrop of ageing populations. Only in Africa is the size of the working-age population as a portion of the total population still increasing. In short, Africa is open for business as usual. Continue reading “Sponsored briefing: Africa: The land of milk and honey and business as usual”
Sponsored briefing: Succession planning in Poland
Piotr Augustyniak of PATH Law examines the increased popularity of private foundations in family-owned business succession planning
Family-owned companies generate 18% of the GDP of Poland. There are more than 800k family-owned businesses in Poland. Currently founders face the problem of the succession. In the following five years new generations should take over approximately 60% of these companies. However, only 8% of successors declare the will to run the businesses. It has been some time since Polish entrepreneurs decided to use the concept of the private foundation as the tool of the efficient succession planning. Unfortunately, for many years, due to very convenient tax regimes of these vehicles, the tax authorities in Poland treated private foundations as part of aggressive tax planning schemes. The most popular jurisdictions among Polish entrepreneurs are Liechtenstein, Malta and The Netherlands. Continue reading “Sponsored briefing: Succession planning in Poland”
Sponsored briefing: How the Climate Law may change the Portuguese economy
Recently, Portugal took another important step to consolidate its commitment to fighting climate change, previously made in the Paris Agreement, by the publication on 31 December 2021 of the new Framework Law on the Climate (Law 98/2021 of 31 December), which establishes the guiding principles of climate policy and governance. It also introduces targets and provides for mechanisms to combat climate change, to decarbonise the economy and to achieve sustainable development.
The Framework Law on the Climate is a comprehensive and programme-based law that focuses on various sectors, including the energy industry, construction, agriculture and fisheries. It also addresses financial assets and green taxation. The assumption of an integrated vision of the different sectors of the economy as a fundamental vector to mitigate and adapt to climate change is the realisation of one of the structuring principles of public policy on the environment – the principle of transversality and integration. Continue reading “Sponsored briefing: How the Climate Law may change the Portuguese economy”
Sponsored practice area spotlight: Insolvency and restructuring: Combining unique skills to achieve a successful outcome
Insolvency and restructuring proceedings are intricate and complex. Practitioners must be able to combine legal knowledge, in particular in the areas of litigation, finance and transactions, with strategic, tactical and managerial skills to deliver positive results.
PRAGER DREIFUSS has extensive experience and a longstanding tradition in insolvency and restructuring matters. In the wake of the financial crisis, we combined our finance and bankruptcy knowledge which enabled us to assist in complex project financing, also lately in a major multinational commodity project. Our attorneys regularly represent creditors, some of which are banks, hedge funds or other financial institutions, in large national and international insolvency and restructuring proceedings, whether in registering or purchasing claims or in enforcing disputed claims vis-à-vis bankruptcy administrators and before courts. Assisting clients in the recognition and enforcement of foreign judgments in Switzerland and abroad is a key feature of our daily practice. Frequently and increasingly, we are retained by creditors in enforcing claims (awards, bonds) against sovereigns. Continue reading “Sponsored practice area spotlight: Insolvency and restructuring: Combining unique skills to achieve a successful outcome”
Sponsored briefing: Why good directory submissions matter
For any lawyer or law firm of note, being listed by The Legal 500 and Chambers & Partners directories is a must: it serves to underline their status and validate their expertise. Clients are reassured that they are being legally advised by someone who is independently judged to be among the leaders in their field. Listings confirm market credibility, support the recruitment of talent and potentially attract new business. Every lawyer in every law firm knows this – or at least they should.
For law firm marketeers, the directory process is a critical part of their annual cycle. Compiling information and submitting directory entries is challenging and time-consuming. Some firms find themselves with thousands of pages of information to prepare, present and submit – in the correct format and according to directory deadlines and criteria. Continue reading “Sponsored briefing: Why good directory submissions matter”
Sponsored briefing: Data Governance Law. Is Europe getting enough out of data?
When trying to coin a definition of today’s economy, many are inclined to refer to one driven by data (the data-driven economy). As a region, the European Union considers data to be an essential resource for its economic growth, competitiveness, innovation, job creation and the general progress of society. This begs the question: is Europe getting enough out of data?
The volume of data – both personal and non-personal – that citizens, private entities and public bodies generate and collect is enormous and continues to grow exponentially as emerging technologies continue to expand. The EU’s diagnosis, however, is that data’s potential – as an asset – is not exploited enough. Data could be used to innovate, research and make new technologies more efficient. To close this gap and boost Europe’s competitiveness and digital transformation, data must be exploited more efficiently and securely in a consistent way across the EU. To this end, data should be available to be exchanged and re-used for lawful purposes, such as research or innovation. Continue reading “Sponsored briefing: Data Governance Law. Is Europe getting enough out of data?”