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Corporate Governance Shareholders Companies Act

Akin Gump Strauss Hauer & Feld LLP

Judicial Committee of the Privy Council Declares the End of the ‘Shareholder Rule’ Regarding Privilege

In a landmark ruling handed down on 24 July 2025 (Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34), the Judicial Committee of the Privy...more

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Conyers

Dividends out of Share Premium: A Brief Refresher

Conyers on

As Hong Kong listed Bermuda and Cayman Islands exempted companies approach their annual results season, many may be considering paying their shareholders a dividend, whether due to a profitable financial year or as a gesture...more

Conyers

Adapting the Machinery

Conyers on

The Case of Changyou.com Ltd v Fourworld Global Opportunities Fund Ltd and 7 others 2025 UKPC 12 - In a judgment handed down on 11 March 2025, the Privy Council has upheld the amendments made to sections 238(2)-(5) of the...more

Carey Olsen

Shareholder and director remedies under Bermuda law

Carey Olsen on

There are approximately 16,000 companies registered in Bermuda, of which approximately 14,000 are international companies. As a result, Bermuda is a jurisdiction which deals with a large number of corporate governance...more

Walkers

Shareholders' relief for unfair prejudice in the BVI and the Cayman Islands

Walkers on

The BVI and the Cayman Islands both have regimes in place to address unfair prejudice suffered by shareholders, although each jurisdiction approaches the issue differently. The threshold for successfully bringing an...more

Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

Conyers on

On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

A&O Shearman

Luxembourg transposes the EU Mobility Directive - A new framework for Cross- Border Operations within the EEA

A&O Shearman on

The EU Mobility Directive establishes a new legal framework for cross- border conversions and divisions, harmonising the existing rules for cross-border mergers (the Cross-Border Operations). It aims to enhance company...more

BCLP

UK Corporate Briefing - January 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Conyers

Segregated Portfolio Companies: Cayman Courts Upholding the Segregated Principle

Conyers on

A Segregated Portfolio Company (SPC) provides for the protection of the assets held under one portfolio by ring-fencing them from the liabilities of other portfolios in the same company. SPCs were introduced in the Cayman...more

Conyers

British Virgin Islands: Special Purpose Vehicles for Luxury Assets

Conyers on

For family offices, high-net-worth individuals (HNWI) and ultra-high-net-worth individuals (UHNWI) considering the purchase of luxury assets (in particular yachts, artworks and aircraft) there are multiple factors to...more

Conyers

Taking Security Over Shares in a Cayman Islands Exempted Company

Conyers on

The Cayman Islands (“Cayman”) is recognised as a leading international financial centre and well regarded as a creditor-friendly jurisdiction (with the absence of debtor-friendly insolvency such as Chapter XI in the United...more

Latham & Watkins LLP

Singapore Expands Scope of Shareholders Excluded for Calculating Compulsory Acquisition Threshold

Latham & Watkins LLP on

New legislation strengthening the compulsory acquisition regulatory framework in the Companies Act 1967 is welcome news for minority shareholders. On 9 May 2023 the Parliament of Singapore passed the Companies, Business...more

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

BCLP on

In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Skadden, Arps, Slate, Meagher & Flom LLP

The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

A&O Shearman

How "certain" must a director transaction be for shareholder approval to be required?

A&O Shearman on

The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders,...more

Jones Day

Japan Legal Update Vol. 50 | November–December 2019

Jones Day on

Corporate Governance - Companies Act Amendments to Enhance Corporate Governance - The Companies Act of Japan was amended on December 4, 2019 ("Amended Companies Act"), based on the Interim Proposal and the Outline...more

International Lawyers Network

Establishing A Business Entity In Ireland

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships...more

Jones Day

Japan Legal Update - Volume 34 | March 2018

Jones Day on

Corporate Governance - Subcommittee Prepares Interim Proposal for Amendment to the Companies Act - On February 14, 2018, the Companies Act (in relation to Corporate Governance, etc.) Sub-Committee of the Legislative...more

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