Corporate and M&A


By: Tony Stumm, Partner

The Australian Security and Investments Commission (ASIC) recently released Information Sheet 214: Mining and resources: forward looking statements (Sheet 214) which gives ASIC’s interpretation on what mining companies need to do when they make ‘forward looking statements’. Typically, ‘forward looking statements’ cover information on the extent of resources in the company’s tenements, the productivity value, etc. ASIC believes that forward looking statements need to be drafted to satisfy the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) as well as satisfying, where appropriate, the ASX listing rules and ASIC Regulatory Guide 170.

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Contact: Tony Stumm, Partner; Carter Newell (Queensland, Australia) 

The ramifications of the Australian Competition and Consumer Commission (ACCC) v Valve Corporation (No 3) [2016] FCA 196 (Valve case) are best remembered as exposing operators of foreign based websites to the Competition and Consumer Act 2010 (Cth) (Act) where internet sales are made to Australians. In the Valve case, Valve Corporation was pursued by the ACCC for misleading and deceptive conduct for representing to Australian customers that they were not entitled to refunds where defective video games were purchased. The ACCC was able to prove that the Act was enforceable against Valve Corporation because the conduct of the Valve Corporation was considered to have arisen in Australia, hence triggering Australian jurisdiction.

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Contact: Prof. Dr. H. Ercument Erdem; Erdem & Erdem (Turkey) 

Introduction

One of the events for succession of shares in limited liability companies is through share transfer. The transfer of shares, in principle, is subject to the approval of the general assembly. Contrary to joint stock companies, the transfer of shares in limited liability companies cannot be made freely, and is subject to a requirement as to form. One of the most important novelties brought by the Turkish Commercial Code[1] (“TCC”) on this matter is the facilitation of transfers. This novelty is a consequence of the strengthening of the stock corporation nature of limited liability companies.

This Newsletter article focuses on the provisions of the TCC regarding the transfer of shares in limited liability companies. The succession of shares by way of inheritance, provisions on marital property or enforcement proceedings are not separately examined hereunder.

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Contact: NILAY CELEBI; Erdem & Erdem (Turkey)

Introduction

As per Art. 338 of Turkish Commercial Code No. 6102, one or more shareholders may establish a joint stock company. Thus, the Turkish Commercial Code allows a joint stock company to be established by a single shareholder. In addition, a joint stock company that has more than one shareholder may be converted to a single shareholder joint stock company, provided it fulfills certain notification requirements.

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Contact: Nilsun Gursoy; Erdem & Erdem (Turkey)

International Agreements

  • The Resolution of Council of Ministers dated 08.02.2016 and numbered 2016/8519 on the Ratification of the Decision No. 4/2015 of the EU-EFTA Joint Committee on Common Transit Amending the Annexes of the Convention on a Common Transit Procedure was published in the Official Gazette dated 01.03.2016 and numbered 29640.
  • The Resolution of Council of Ministers dated 29.02.2016 and numbered 2016/8570 on the Ratification of the Protocol Amending the Marrakesh Agreement Establishing the World Trade Organization was published in the Official Gazette dated 05.03.2016 and numbered 29644.
  • The Resolution of Council of Ministers dated 01.01.2016 and numbered 2016/8498 on the Adherence to the Convention on Facilitation of International Maritime Traffic was published in the Official Gazette dated 13.03.2016 and numbered 29652.

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