Corporate and M&A

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

  • Contractual Penalty under Turkish Law
  • Options and Similiar Rights of Shareholders in respect of the Shares of Joint Stock Companies
  • Important Principles regarding Dividends in Joint Stock Companies 
  • Can Errors in Predicting Future Facts Be Considered Fundamental Errors?
  • Healthcare PPP Projects: Funders’ Direct Agreements

Read more: Turkish Corporate Law Update - February 2017

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