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


All directors should be aware of the statutory and fiduciary duties that they owe to the company. The certain duties and responsibilities are listed at sections 171 to 177 of the Companies Act 2006 and include a duty to act in the company's best interests and promote its success.

For many directors, in particular those of small to medium enterprises, who are also shareholders, these duties in many instances come naturally to them because they fall in line with their own aspirations of maximising company profits. However, it is crucial to recognise that a limited company is an entirely separate legal entity to that of the director and there should be recognition that what is best for the shareholders can sometimes not be what is in the interest of its creditors, especially when the spectre of insolvency appears.

Read more: When do directors contemplate the interests of a company’s creditors?


Author: Dennis O. Cohen, Schnader Harrison Segal & Lewis LLP and Judy Selby, Judy Selby Consulting LLC

Record numbers of M&A transactions were announced in 2017, and that number is expected to increase in 2018. That doesn’t mean, however, that every announced deal is completed, that the process is always smooth, or that buyers’ expectations were always met. The uncertainty that often abounds in the M&A context, concerning everything from the seller’s corporate governance to its cyber security posture, can create obstacles that can impede and even derail a transaction. 

To facilitate the process of getting to “yes,” more and more companies are turning to Representations and Warranties (R&W) insurance. R&W insurance can be a key transaction facilitator, which protects a party in the event of post-sale discovery of incorrect representations and warranties in a sales contract.

Read the entire article.


Author: Prof. Dr. H. Murat Develioglu

The "Draft Law on Amendment to Certain Laws for the Improvement of the Investment Environment" has been prepared by the General Directorate of Laws and Decisions of the Turkish Republic Prime Ministry, and has been presented to the Turkish Grand National Assembly through a Directorate dated 30.1.2018. In the aforementioned Law, there are several amendments regarding the Code on Pledges of Movables in Commercial Transactions numbered 6750 (Code numbered 6750) - which has been heavily criticized because of its content. In this study, the important portions of these amendments shall be briefly examined.

Read the entire article.


Mr. Dewan Faisal, Principal Associate of A.S & Associates has authored the "2018 M&A Report: Bangladesh", a chapter in The International Financial Law Review's (IFLR) international "M&A Report 2018". 

Click here to read the report.


New legislation was enacted on 23 March 2018 with the purpose of enabling Bermuda to meet international standards with respect to the accessibility of beneficial ownership information. Unless exempted from the legislation, Bermuda entities have six months to comply with the new requirements.

Read more: New Legislation regarding Beneficial Ownership Requirements in Bermuda