Corporate and M&A

As Brexit draws nearer, you may need to give consideration to the arrangements your company has in place in relation to its financial statements.

The Companies Act 2014 (the “2014 Act”) provides that an Irish registered company which is a subsidiary of an undertaking registered within the EEA may avail of an exemption from filing its financial statements with the Companies Registration Office if it satisfies certain criteria, being that its holding company provides an irrevocable guarantee of not only the subsidiary’s liabilities but also all commitments entered into by that subsidiary.

Read more: Brexit, Another No Deal! Important Considerations In Relation To Your Financial Statements

The relationship between corporate legal departments and law firms is rapidly evolving. C-suites expect their corporate legal departments to do more with less and act as “trusted advisors.” In turn, corporate legal departments expect their outside lawyers to provide data-driven, business-integrated solutions rather than just prepare memos, close transactions, and handle cases. And corporate legal departments prefer to work with a smaller number of firms than they have in the past. A growing number of law firms are consolidating in order to operate profitably in an ever-increasing competitive environment. Being a good in-house lawyer is no longer enough — law departments need to work with dynamic outside firms to deliver results. So, how can legal departments identify a trusted advisor?

Read more: How to Boost Business and Employee Morale by Partnering with Your Law Firm

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