Corporate and M&A



Meet the Co-chairs - TAGLAW


Adler, Anthony
Mitchell Silberberg & Knupp LLP
aaa@msk.com


Meet the Co-chairs - TIAG


Chapman, Simon
Burgis & Bullock
simon.chapman@burgisbullock.com


Palatnik, Seth
FGMK, LLC
spalatnik@fgmk.com


Meet the Co-chairs - TAG-SP


Welten, Bernhard
Kanzlei Welten
bernhard.welten@kanzleiwelten.com


Corporate and M&A


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The secondary legislation is introduced through publication in the Official Gazette dated 31 December 2016 and numbered 29935 (3rd Repeating) and entered into force on 1 January 2017 based on the Law on Movable Pledge in Commercial Transactions ("Law") numbered 6750 published in the Official Gazette dated 28 October 2016 and numbered 29871, and entered into force on 1 January 2017. With the innovations1 introduced to the existing regulations regarding movable pledge, it is aim to create an alternative method, particularly for small and medium-sized enterprises, to use movable pledges as security while obtaining financing. The implementation of movable pledges in commercial transactions has gradually increased with the enactment of the Law and the secondary legislation, which lead to formalization of movable pledge practices. In this sense, the content and the validity of movable pledge agreements ("Movable Pledge Agreements") have become significant.

Read more: Movable Pledge Agreements in Commercial Transactions


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A "Stock Option Plan" ("SOP") is an extremely popular method of attracting, motivating and retaining mostly the key employees, particularly when the company is unable to pay high salaries. This method is often used in the United States and European countries. Due to legal restrictions and lack of legislative background regarding SOPs, such option plans have yet to develop in Turkey. Upon the entry into force of the recent Turkish Commercial Code, SOPs did become exercisable in Turkey, however, and frequently preferred in publicly traded companies.

Read more: Stock Option Plans in Turkey


PVG has created the firm’s first biannual English newsletter for those interested in matters pertaining to business in Brazil. Click the links below to view articles detailing new legal matters in the field of Corporate law.  


Introduction

Both in the Turkish Code of Obligations ("TCO") and the Swiss Code of Obligations ("SCO"), the notion of unlikely debt repayment is regulated under two different parts. According to Article 27 of the TCO (Article 20 of SCO), contracts with an impossible subject are null and void. 

In the case of a subsequent unlikelihood of debt repayment, the consequences vary according to differing circumstances: if the debtor is not responsible for the occurrence of the unlikelihood for the debt to be made whole, the debt ends according to Article 136 of TCO (Article 119 of SCO). To the contrary, if the debtor is responsible for the occurrence of the unlikely repayment, the denouncement of the contract is controversial. 

The Swiss Federal Court adopted a different view in its recent decision, which will be examined. Below, the doctrinal view on the subsequent unlikelihood of repayment for which the debtor is responsible will be addressed and, lastly, the new precedent of the Swiss Federal Court will be analyzed. 

Read more: The Unlikelihood of a Subsequent Debt Repayment in Accordance With the Swiss Federal Court...


Introduction

The two main significant pieces of legislation governing international anti-corruption enforcement are the US Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010 ("BA 2010"). The FCPA was enacted in 1977 to prevent corrupt practices, create equal opportunity for honest businesses to succeed and to maintain public confidence in the integrity of the marketplace of the United States1. The BA 2010 received Royal Assent on 8 April 2010 and entered into force on 1 July 2011 in the UK, decades later than the FCPA2.

This Newsletter article mainly touches upon the types of offences, territorial applications, and penalties under the BA 2010 and the FCPA. 

Read more: How Can the US Foreign Corrupt Practices Act and the UK Bribery Act 2010 Impact Foreign Companies?