Corporate and M&A


Recent indictments of well-known financial, legal and business persons accused of paying bribes to get their children into college raise significant corporate governance and fiduciary questions. Many of the individuals involved in the college admissions, aka “Varsity Blues,” scandal served on corporate boards of directors or held high-level executive positions at the time that those bribes occurred. Some, according to press reports, have resigned from their positions, some have been terminated (with or without cause, it is unclear) and others apparently remain in limbo pending the outcome of the proceedings. Even at an early stage when charges of dishonesty and fraud have simply been levied, governance and fiduciary questions arise that demand immediate consideration, whether or not the alleged dishonest or fraudulent conduct had anything directly to do with the organization with which the accused was associated. Indeed, had the alleged inappropriate actions directly implicated the organization or its assets, a proper response would, one assumes (with all due respect to the world of politics), have been readily apparent, uncontroversial and prompt.

Read more: Ethical Lapses, Illegal Actions, and Corporate Governance


The Ministry of Corporate Affairs (“MCA”) has notified the Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019. With the notification of these Rules, the ambiguity as regards the filing of KYC details of the directors every year has been removed. As per the aforesaid Rules, every director (who is having a Director Identification Number (DIN) as on March 31, 2019 is required to file / update / verify his KYC details with the MCA on or before September 30, 2019.

Read more: India Corporate Law: Recent Developments in The Companies Act 2013


Author: Jon Chapman

Charges over shares of companies incorporated under English law are not uncommon, often as part of a group banking facility, where subsidiary company shares are charged by the borrowing parent company in favour of the lender. An overriding question for the chargee at the outset with any charge over shares will be the marketability of the charged shares in the event of enforcement. With a smaller private company, this may be very uncertain.

Read more: Taking and Enforcement of Charges Over Shares in English Companies


Author: Nicola Diggle

WHEN THE COURT WILL SORT OUT A MISTAKE IN CORPORATE ACQUISITION LEGAL DOCUMENTATION: RECENT COURT OF APPEAL JUDGMENT IN PERSIMMON HOMES LIMITED V HILLIER & CREED [2019] EWCA CIV 800.

BACKGROUND

It is generally the case that commercial organisations are free to negotiate the terms of their private deals and record them in binding contracts. The Courts therefore usually prefer not to correct or “rectify” contracts. One exception to this general rule is when there has been a clear mistake in the documents and that mistake is shared by both contractual parties. This is known as “common mistake”.

Read more: M&A and Corporate Disputes Case Report: Correcting Mistakes in Contracts


We are delighted to publish the latest edition of our newsletter Compliance Agenda. It contains a round-up of all the latest legal updates of interest to Company Secretaries, Company Directors and Compliance Officers.

The Essential Guide to Ultimate Beneficial Ownership Disclosures in Ireland

The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (“2019 Regulations”) were signed on 22 March 2019. The 2016 Regulations[1] that came into force on 15 November 2016 have been revoked and replaced by the 2019 Regulations. In effect, the 2019 Regulations reinstate and enhance the obligations which were contained in the 2016 Regulations.

Read more: Compliance Agenda - June 2019