Corporate and M&A

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...

Resolutions of the Council of Ministers

  • Resolution of the Council of Ministers Amending the Resolution Regarding the Regulation of Border Trading entered into force through publication in the Official Gazette dated 11.05.2016 and numbered 29709.

Read more: Turkish Law: Recent Keynotes of May 2016

By: Diana Kusumasari (Managing Associate) and Edly Febrian Widjaja (Associate)

On 14 July 2016, the Government of Indonesia enacted Government Regulation No. 29 of 2016 concerning Amendment to Authorized Capital of Limited Liability Company (“GR 29/2016”). The enactment of GR 29/2016 revoked Government Regulation No. 7 of 2016 (“GR 7/2016”), which governed the same issue.

The enactment of GR 29/2016 (and previously in GR 7/2016) aims to improve the ease of doing business in Indonesia by removing the limit of minimum authorized capital, as previously governed under Law No. 40 of 2007 concerning Limited Liability Company (“Company Law”); and to implement the provision of Article 32 paragraph (3) of Company Law, which provides that any amendments to the requirement on the amount of authorized capital for a limited liability company shall be stipulated by a government regulation.

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