Corporate and M&A


Attorney-at-law and partner Pirkka-Marja Põldvere is writing in the news portal Postimees.ee about the topic “Can private limited company reclaim the fee paid to a member of management board?”.

Mister X has been elected as a member of the management board of a private limited company. The member is satisfied – elected for 3 years and the parties have agreed to pay him as a member of the management board a significant amount of fee. However, one day the shareholders unexpectedly submit a claim for the repayment of the fee. Unprecedented? Not really.

Read more: “Can private limited company reclaim the fee paid to a member of management board?”, writes...


Contents:

  • Holding Company Structure under Turkish Law
  • Lifting the Corporate Veil: An Exceptional Concept of the Shareholders’ Limited Liability Principle
  • Share Buy-Back by Listed Corporations
  • Termination of Subscription Agreements
  • European Commission Preliminary Report on the E-commerce Sector Inquiry
  • The Code on Movable Pledges and Its Innovations
  • UEFA Financial Fair Play Regulations

Read more: Turkish Corporate Law Update


Partner Pirkka-Marja Põldvere is explaining in the news portal Delfi how the Estonian Supreme Court has specified the limits of liability of board members.

In the decision from 29 March 2017, the Supreme Court established that in certain cases the liability of board members is up to 10 years. Usually the applicable term for any claim against board members is 5 years.

Read more: The Estonian Supreme Court specified the limits of liability of board members


Interpreting Contracts - Indemnity Clauses in Share Sale Agreements: Implications of Wood v Capita Insurance Services Limited 

In 2010, Capita Insurance Services Limited (Capita) purchased the share capital of Sureterm Direct Limited (Sureterm) which carried on a business selling insurance for classic cars. After completion, a number of employees raised concerns about Sureterm’s sales processes. Sureterm responded by carrying out a review of its sales between January 2009 and January 2011. This review revealed that in many cases Sureterm’s telephone operators had misled customers into believing that an underwriter had required a higher premium or that their risk profile was worse than it was or had pressurised the customer to make sure that a sale was made. 

Read more: Interpreting Contracts - Indemnity Clauses in Share Sale Agreements: Implications of Wood v...


Conflicts of interest issues can arise under a variety of circumstances, even in corporate transactions where parties may have alternative motives to complete the deal. To mitigate the risk of a conflict of interest arising and avoid breaching ethical or fiduciary duties, companies should strive for transparency.

Read more: Conflicts of Interest, Fiduciary Duties and Formula 1 Acquisition