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Articles of Association

Goodwin

A ‘Somewhat Special Category’: Interpreting Articles of Association

Goodwin on

In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more

Morrison & Foerster LLP

China’s Updated Company Law: Impacts on Shareholders’ Rights

China’s updated Company Law (the “new Law”) took effect on July 1, 2024. First promulgated on December 29, 1993, the PRC Company Law has undergone two substantial updates during its 30 years of development, the previous one...more

International Lawyers Network

Establishing a Business Entity in the Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

International Lawyers Network

Establishing a Business Entity in Italy (Updated)

1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing a Business Entity in England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

International Lawyers Network

Establishing a Business Entity in Cyprus (Updated)

Introduction - Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a...more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

A&O Shearman

Court of Appeal Corrects A Mistake In The Drafting Of Articles Of Association

A&O Shearman on

Last week the Court of Appeal dismissed the appeal by DnaNudge Ltd against the first instance decision in Ventura Capital GP Ltd v DnaNudge Ltd which invalidated an attempt by the ordinary shareholders in the company to...more

International Lawyers Network

Establishing A Business Entity In The Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

A&O Shearman

Construction of articles and class rights - a recent case

A&O Shearman on

Earlier this month the High Court had to consider - - how two particular provisions in articles of association operated together (or in conflict), and  - the statutory right (under s. 633, Companies Act 2006 ("s....more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

Morrison & Foerster LLP

Update Kapitalmarkt- und Gesellschaftsrecht: Die Virtuelle Hauptversammlung 2.0

Die Möglichkeit, Hauptversammlungen unter Ausschluss der Anwesenheit der Aktionäre rein virtuell abzuhalten, war erstmals aufgrund der Covid-19-Pandemie vom Gesetzgeber eröffnet worden. Die ursprüngliche Regelung vom 27. März...more

International Lawyers Network

Establishing A Business Entity In England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a long and strong...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Hogan Lovells

Exclusion clauses in French SAS in line with the Constitution

Hogan Lovells on

In a dispute relating to the exclusion procedure provided for in the articles of association of a French SAS, two useful clarifications have been made in the wake of the amendments made by Law Soilihi No. 2019-744 of July 19,...more

Conyers

The Boundaries, and Benefits, of ‘Gross Negligence’ Under Cayman Islands Law

Conyers on

For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more

Conyers

101 on Segregation Rules Applicable to SPCs

Conyers on

A recurring “old chestnut” for those of you dealing with Cayman Islands segregated portfolio companies (SPCs) is the manner in which the segregation principles apply to segregated portfolios established by the SPC....more

Hogan Lovells

Virtuelle Beurkundung: GmbH-Gründung in Zukunft aus dem Homeoffice?

Hogan Lovells on

Crypto, Metaverse, NFT – das Leben wird immer virtueller und die fortschreitende Digitalisierung unserer Gesellschaft sorgt dafür, dass Arbeitsprozesse von einzelnen Personen und Unternehmen effizienter und nachhaltiger...more

Walkers

Introduction of the New Cayman Islands Restructuring Officer Regime

Walkers on

These important amendments to Part V of the Cayman Islands Companies Act ("Companies Act") will introduce a new restructuring officer regime available to companies in financial distress, which can be accessed without the need...more

Orrick, Herrington & Sutcliffe LLP

Founder Series: Top Tips to Follow When Setting Up Your Private Limited Company

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

International Lawyers Network

Establishing A Business Entity In The Netherlands (Updated)

TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more

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