Corporate and M&A


On 15 November 2016, far reaching provisions on the beneficial ownership of companies and other legal entities in Ireland came into force with immediate effect.

Previously, the identity of the beneficial owners of Irish companies and legal entities could remain largely private, but this is no longer the case.

Headline Points

  • The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities)
  • Regulations 2016 (Regulations) are now in force so immediate action is required from
  • directors and shareholders to ensure compliance.
  • Information on beneficial ownership must now be obtained, maintained and kept up to date.
  • Shareholders have obligations under the Regulations.
  • Details of beneficial ownership are not currently publicly available, but this may change in the future.

Read the entire article.


Contact: Tony Stumm, Consultant

In December 2015, the Corporations Amendment (Crowd-sourced Funding) Bill 2015 (2015 Bill) was introduced into Federal Parliament but the calling of the federal election prevented the 2015 Bill from being passed.

In November 2016, the Federal Treasurer (Honourable Scott Morrison MP) introduced a revamped version of the 2015 Bill into the House of Representatives called the Corporations Amendment (Crowd-Sourced Funding) Bill 2016 (2016 CSF Bill).

To read the full article click here, or visit www.carternewell.com.


Contact: Tony Stumm, Consultant 

There are several precisions within the Corporations Act 2001 (Cth) (Corporations Act) which entitle a director access to documents of the company of which they are director.

One would think that directors’ access to company documents is clear cut. The recent reported decision of Navarac Pty Ltd v Cassello [2016] WASC 327 (Navarac case) indicates that directors shouldn’t take their right of access for granted.

To read the full article click here, or visit www.carternewell.com.


Escrow Agreement in Turkish Law and Its Application in Mergers & Acquisitions

Escrow[1]mechanism is a common practice in mergers and acquisitions aiming to secure the performance of the obligation at a later time if immediate performance is impossible or not preferred. This is a practice whereby the obligations of the parties to the underlying agreements in mergers and acquisitions are entrusted with a third party named as the escrow agent in an effort to secure the performance of the obligations (i.e. transfer of the purchase price and/or shares) arising therefrom.In this respect, the parties to merger and/or acquisition transactions and a trustee (escrow agent) enter into an escrow agreement setting forth the terms and conditions for returning the sale shares and/or consideration.

Read more: Turkey: Corporate Law Update


By: Tony Stumm, Consultant 

The case of Masters v Cameron [1954] 91 CLR 353 was a High Court of Australia decision which examined pre-contract conduct of parties and the form of agreement resulting, in order to determine if the ‘agreement’ constituted a binding legal agreement. In this context, pre-contract terms reached often indicate that a formal contract was intended to consolidate the initial agreed terms. Heads of Agreement (HOA) can often be a recital of initial or principal terms agreed. However, in many instances a HOA does not represent a final binding contract because it can often state that the terms must transition into a formally prepared agreement.

To read the full article click here, or visit www.carternewell.com.