Corporate and M&A

Contact: Tony Stumm, Consultant 

There are several precisions within the Corporations Act 2001 (Cth) (Corporations Act) which entitle a director access to documents of the company of which they are director.

One would think that directors’ access to company documents is clear cut. The recent reported decision of Navarac Pty Ltd v Cassello [2016] WASC 327 (Navarac case) indicates that directors shouldn’t take their right of access for granted.

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Escrow Agreement in Turkish Law and Its Application in Mergers & Acquisitions

Escrow[1]mechanism is a common practice in mergers and acquisitions aiming to secure the performance of the obligation at a later time if immediate performance is impossible or not preferred. This is a practice whereby the obligations of the parties to the underlying agreements in mergers and acquisitions are entrusted with a third party named as the escrow agent in an effort to secure the performance of the obligations (i.e. transfer of the purchase price and/or shares) arising therefrom.In this respect, the parties to merger and/or acquisition transactions and a trustee (escrow agent) enter into an escrow agreement setting forth the terms and conditions for returning the sale shares and/or consideration.

Read more: Turkey: Corporate Law Update

By: Tony Stumm, Consultant 

The case of Masters v Cameron [1954] 91 CLR 353 was a High Court of Australia decision which examined pre-contract conduct of parties and the form of agreement resulting, in order to determine if the ‘agreement’ constituted a binding legal agreement. In this context, pre-contract terms reached often indicate that a formal contract was intended to consolidate the initial agreed terms. Heads of Agreement (HOA) can often be a recital of initial or principal terms agreed. However, in many instances a HOA does not represent a final binding contract because it can often state that the terms must transition into a formally prepared agreement.

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Recent Keynotes of June 2016

International Agreements

  • The Resolution of Council of Ministers dated 09.05.2016 and numbered 2016/8840 on the Approval of Additional Protocol to the Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data regarding Supervisory Authorities and Transborder Dataflow was published in the Official Gazette dated 24.05.2016 and numbered 29721.

Read more: Turkish Corporate Law Updates - September 2017


It is common that agency and distribution contracts provide a minimum order undertaking for the agent and the distributor. According to such provisions, the agent or the distributor undertakes to purchase a minimum amount of product from the principal or the supplier. Under the contract, several consequences may be attached to the failure to purchase the pre-determined minimum amount.

Read more: Consequences of Non-Attainment of Guaranteed Minimum Order in Turkish Agency and Distribution...