Corporate and M&A

The much anticipated fourth edition of the ASX Corporate Governance Principles and Recommendations was released on 27 February 2019. The revised principles and recommendations will take effect for an entity’s first full financial year commencing on or after 1 January 2020. The final document adopted the majority of the proposals from the 2018 consultation draft, however there have been some notable exceptions.

Alasdair McLean, Principal and Law Graduate, Rachael Lopez provide an overview of the update and key takeaways for ASX listed companies.

The fourth edition of the ASX Corporate Governance Principles and Recommendations take effect for an ASX listed entity’s first full financial year commencing on or after 1 January 2020.

Read more: Fourth edition of ASX Corporate Governance Principles and Recommendations published

NEW LEGISLATION (“registration of beneficial ownership law”) is now in force in The Bahamas to create a secure and searchable database of beneficial ownership details of all Bahamian companies. The beneficial ownership law aims to align The Bahamas with evolving international standards amongst financial centers.

The registration of beneficial ownership law was enacted by the Register of Beneficial Ownership Act, 2018. It is effective as of 2019 and applies to all companies (each termed a “legal entity”) existing in The Bahamas under the Companies Act or the International Business Companies Act.

Read more: Registration of Beneficial Ownership Law for Bahamian Companies

A significant number of the €76 billion worth of Irish M&A deals in 2018 involved US buyers with Ireland being  one of the most targeted countries by US deal makers, particularly in the pharmaceutical, software/technology and healthcare sectors.

Similar legal principles in both Ireland and the US mean that the two M&A markets are aligned in many ways. However, pronounced divergences exist which are relevant when considering which law is most suitable to govern a deal and what terms may be acceptable to the parties involved. As an understanding of the distinctions between the two markets will greatly assist in the successful negotiation and conclusion of a deal, we explore ten key deal points where market practice differs between Ireland and the US.

Read more: Going Trans-Atlantic: 10 key deal points on an Irish - US M&A deal

Author: Catherine Bryant

In our previous post on this subject following the Autumn 2018 Budget, we considered the changes to the qualification criteria which must be met so that individuals can benefit from the reduced capital gains tax rate on gains made following the sale of their shareholding in a trading company.

As a quick recap, the changes introduced:

  • An extended holding period for shares of two years will apply to disposals with effect from 6 April 2019; and
  • With effect from 29 October 2018, new 5% tests were introduced in relation to the shareholding so that in addition to having to hold 5% of the ordinary share capital of the company entitling the individual to exercise at least 5% of the voting rights, individuals must also be beneficially entitled to 5% of the distributable profits and 5% of the company's assets available for distribution to equity holders on a winding-up.

Read more: Entrepreneurs' Relief - Filling the gap

Author: Prof. Dr. H. Ercüment Erdem

Share pledges in joint stock companies are not specially regulated under the Turkish Commercial Code ("TCC"). Therefore, the provisions of the Turkish Civil Code that regulate the general rule regarding pledges, shall apply. Under Turkish Civil Code Article 954, transferable receivables and other rights may be subject to pledge. The pledge established on a share in joint stock companies is a "pledge right established on the right." A pledge is established on shareholding rights. A pledge on receivables and rights is subject to the principles of movable pledges. (Turkish Civil Code Article 954/2).

Read more: Share Pledges in Joint Stock Companies