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ETFs regulatory framework: Hong Kong
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Hong Kong has emerged from the global financial crisis as a clear winner. A particular strength of the SEHK as against its Asian competitors of recent years has been the growth of Exchange Traded Funds being listed in Hong Kong. This article examines the EU regulatory framework surrounding ETFs.
(Submitted: 29 June 2010)
The Walker Review - a summary
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This article offers guidance as to the Walker Review's applicability and scope.
(Last reviewed: 23 June 2010; submitted: 22 June 2010)
Customs clearance procedures and duty exemption
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A guide to customs issues, procedures and exemptions in the United Arab Emirates.
(Submitted: 26 April 2010)
Mergers and acquisitions in Spain
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This briefing note describes the basic rules and requirements of Spain's legal regime for M&A, and summarises some key issues and formalities that need to be considered by our clients when embarking on an M&A transaction in Spain.
(Submitted: 09 April 2010)
Overview of the ISDA/IIFM Tahawwut Master Agreement
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ISDA and the International Islamic Financial Market announced the launch of the ISDA/IIFM Tahawwut Master Agreement in March 2010. The agreement is in a form familiar to parties active in the derivatives markets which conforms with Shariah principles. This article provides an overview of the key considerations.
(Last reviewed: 01 April 2010; submitted: 30 March 2010)
ESCA Corporate Governance Code: Share dealing
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The United Arab Emirates ESCA Code on Corporate Governance sets rules for when employees and directors can buy and sell shares in the company. This article covers these requirements and details how to comply.
(Submitted: 09 March 2010)
ESCA Corporate Governance Code: Internal controls and implementation
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The UAE ESCA Code on Corporate Governance sets out the requirement for strict controls in relation to monitoring corporate governance. This article covers those controls and other requirements for implementation of the Code.
(Submitted: 08 March 2010)
Ley Ómnibus: Simplificación de trámites para la prestación de servicios
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A lo largo de nuestra nota informativa, analizaremos de forma muy resumida las principales modificaciones que la Ley Ómnibus ha supuesto en aquellas normas jurídicas que impactan directamente la actividad comercial y de presentación de servicios en España.
(Submitted: 15 February 2010)
Beyond the 39 steps - the final recommendations of The Walker Review
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The Walker Review on corporate governance in UK banks and other financial institutions (known as BOFIs) was published in July 2009. This contained initial recommendations for consultation. The final recommendations were published in November 2009.
(Last reviewed: 09 February 2010; submitted: 08 February 2010)
ESCA Corporate Governance Code: directors' responsibilities - induction, training and ongoing support
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In the United Arab Emirates under the ESCA code there are specific tasks which need to be performed by directors. This article covers those responsibilities as well as board procedures for complying with the code.
(Last reviewed: 01 February 2010; submitted: 14 December 2009)
Composition and balance of the Board
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ESCA's new regulations on Corporate Governance: what is the required composition of the Board?
(Last reviewed: 01 February 2010; submitted: 09 November 2009)
Rusal Ruse..?
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A look at the Securities and Futures Commission's decision and what the Rusal listing might mean for other companies considering listing in Hong Kong.
(Last reviewed: 13 January 2010; submitted: 07 January 2010)
New developments on foreign invested partnerships in China
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A discussion of the Administrative Measures for the Establishment of Partnership Enterprises by Foreign Enterprises or Individuals in China.
(Last reviewed: 19 December 2009; submitted: 18 December 2009)
Managing Directors of private limited companies in Germany: duties and responsibilities
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In order to combat mismanagement, Managing Directors are subject to a series of duties and responsibilities imposed under German law.
(Submitted: 26 October 2009)
The Walker Review: 39 steps and still no happy ending? Our views and analysis
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Sir David Walker's 39 recommendations - if implemented fully in their current form - are likely to change the landscape of corporate governance, particularly in the areas of managing risk, rewarding senior employees and the interaction with institutional investors in banks and other financial institutions.
(Last reviewed: 01 October 2009; submitted: 16 September 2009)
Leveraged acquisitions: important changes to the financial assistance regime
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This article considers the practical implications of a change in the financial assistance regime, particularly in relation to a typical leveraged share acquisition.
(Last reviewed: 30 September 2009; submitted: 02 July 2008)
Administrative barriers to entry in the UAE
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A discussion of the limitations and barriers for foreign businesses in the United Arab Emirates (UAE).
(Submitted: 03 September 2009)
UK Implementation of EU Shareholder Rights Directive - effective from 03 August 2009
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The EU Shareholder Rights Directive has been implemented in the UK by the Companies (Shareholder Rights) Regulations 2009. The Regulations amend and add new provisions to the Companies Act 2006, mainly to the sections on meetings and resolutions (in Part 13).
(Last reviewed: 27 August 2009; submitted: 06 August 2009)
Gesetz zur Angemessenheit der Vorstandsvergütung („VorstAG”)
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Das Gesetz setzt neue Regeln für Vorstandsvergütung und Verantwortlichkeit / Haftung für Aufsichtsratsmitglieder.
(Submitted: 16 July 2009)
Het verdiende loon
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Op 27 mei 2009 organiseerde Simons & Simmons haar jaarlijke corporate seminar. Onder de titel "Het verdiende loon" was het thema dit jaar de beloning van bestuurders. Deze publicatie geeft een samenvatting van de voordrachten van de verschillende sprekers.
(Submitted: 09 July 2009)
Regulierung des Asset Managements: Der Richtlinienentwurf über die Verwalter alternativer Investmentfonds
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Mit dem Richtlinienentwurf über die Verwalter alternativer Investmentfonds werden nicht harmonisierte Fonds (z.B. Hedgefonds, Private Equity Fonds, Immobilienfonds, geschlossene Fonds) einer umfassenden Aufsicht unterstellt. Der nachfolgende Bericht fasst die wesentlichen Anforderungen und Konsequenzen des vorgelegten Richtlinienentwurfs zusammen.
(Submitted: 23 June 2009)
Comparative table of secondary offerings
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A table detailing the various differences between placings for cash, vendor placings, placings and open offers and rights issues.
(Submitted: 05 June 2009)
M&A - Chances for Chinese companies in the finance crunch
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In May 2009 Simmons & Simmons spoke at the Düsseldorf China Center on "M&A - Chances for Chinese companies in the finance crunch".
(Submitted: 26 May 2009)
Establishing a limited liability company in Abu Dhabi
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Limited liability companies may be set up in any of the emirates of the UAE, under the authority of Federal Law No 8 of 1984 concerning commercial companies, as amended, which relates to a number of legal entities. The most common one used by foreign investors is the limited liability company.
(Last reviewed: 12 May 2009; submitted: 12 February 2009)
Establishing a limited liability company in Dubai
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Limited liability companies may be set up in any of the emirates of the UAE, under the authority of Federal Law No 8 of 1984 concerning commercial companies, as amended, which relates to a number of legal entities. The most common one used by foreign investors is the limited liability company.
(Last reviewed: 12 May 2009; submitted: 12 February 2009)
Rights, duties and liabilities of managing directors of German limited liability companies
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A brief summary of the rights and duties as well as potential liabilities of a managing director (Geschäftsführer) of a German limited liability company (GmbH).
(Submitted: 14 April 2009)
How to protect trade secrets in China
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The purpose of this article is to highlight the main developments introduced by the SPCI, its implications for trade secrets owners and to provide suggestions on how to best protect trade secrets in China.
(Submitted: 24 March 2009)
Mandatory quarterly reporting from Hong Kong: hung, drawn and quartered?
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This bulletin explains the HKEx's original proposals for mandatory quarterly reporting for Main Board listed companies, looks at the rationale behind them and the possible implications of what lies ahead.
(Last reviewed: 26 February 2009; submitted: 16 June 2008)
Establishing an overseas branch of a company in Dubai
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The establishment of a branch office in Dubai (and in each of the other Emirates in the UAE) is a three stage process. Initially, a sponsorship agreement has to be entered into between the overseas company wishing to set up the branch and a UAE national or a company wholly owned by UAE nationals.
(Submitted: 19 February 2009)
Islamic corporate governance - the need for better governance
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A review of the existing framework for Islamic corporate governance.
(Last reviewed: 18 February 2009; submitted: 10 January 2009)
New SEC cross border tender offer rules
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A video presentation given on 21 January 2009 on the new SEC cross border tender offer rules.
(Submitted: 06 February 2009)
EU Shareholder Rights Directive: UK implementation
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The Shareholder Rights Directive is due to be implemented in the UK on 03 August 2009.
(Submitted: 05 January 2009)
Nuove prospettive per le operazioni di M&A
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Le modifiche alle norme in materia di financial assistance, conferimenti in natura e acquisto di azioni proprie
(Submitted: 23 December 2008)
'Shanghai Land': A fatal injection
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A look at the repercussions for company executives, investment bankers and lawyers, and the 'lessons' to be drawn from Shanghai Land - a case involving false statements made in public takeover and other documents in Hong Kong, which resulted in two senior company managers, two investment bankers and three lawyers being held criminally liable and imprisoned.
(Submitted: 19 November 2008)
Amendments to cross border tender offer, exchange offer, rights offerings and business combination rules
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In September 2008, the US Securities and Exchange Commission adopted a number of changes to the cross border tender offer, exchange offer, rights offerings and business combination rules in an attempt to expand and enhance the benefits of these rules and facilitate the inclusion of US investors in cross border transactions. The new rules will become effective at the end of 2008 or the beginning of 2009.
(Submitted: 16 October 2008)
MoMiG – Ein weiterer Baustein in der Reform des Gesellschaftsrechts in Deutschland
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Nachdem der Bundesrat am 19 September 2008 endgültig zugestimmt hat, tritt das MoMiG voraussichtlich im November 2008 in Kraft.
(Submitted: 22 September 2008)
Reduction of share capital: new solvency statement procedure for private companies
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The Companies Act 2006 introduces a new procedure whereby private companies can reduce their share capital by passing a special resolution, provided that the resolution is supported by a directors' solvency statement. This procedure comes into force on 01 October 2008.
(Submitted: 12 September 2008)
Het conceptwetsvoorstel corporate governance nader bekeken
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Op 30 mei 2007 is door de Monitoring Commissie Corporate Governance advies uitgebracht over de verhouding tussen de vennootschap en aandeelhouders en het bereik van de Nederlandse Corporate Governance Code.
(Submitted: 31 July 2008)
Postcard from the US: Demystifying US securities laws
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This presentation looks at the different laws on securities in the US.
(Submitted: 17 July 2008)
Proposed revisions to cross border transaction exemptions and beneficial ownership reporting rules for certain financial institutions
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The US Securities and Exchange Commission published a release on 06 May 2008, containing proposals to amend the exemptions for the Cross Border Tender Offer, Exchange Offer and Business Combination Rules (which apply to offers for the securities of target companies that qualify as "foreign private issuers" and which have US security holders).
(Submitted: 11 July 2008)
Recent developments in M&A in China
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China has become one of the world's premier destinations for foreign direct investment. Green field investment dominates, but increasingly mergers and acquisitions have been used as a means to fast track market access to China.
(Last reviewed: 10 June 2008; submitted: 09 June 2008)
Chongqing Foreign Trade & Economic Relations Commission: Globalising your business - investing in Europe
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In May 2008 Simmons & Simmons sponsored and spoke at the Chongqing Foreign Trade & Economic Relations Commission on "Globalising your business - investing in Europe".
(Submitted: 20 May 2008)
Private Equity News Poll 2008
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The Private Equity News Poll 2008, sponsored by Simmons & Simmons.
(Submitted: 15 February 2008)
Initial considerations for Chinese companies planning an outbound investment in Europe
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In November 2007 Simmons & Simmons sponsored and spoke at the Netherlands Foreign Investment Agency conference on EU Market Access for Chinese Hi Tech Companies. This session features two presentations: (1) common regulatory issues in connection with Chinese companies' outbound investments; and (2) key considerations when entering into M&A transactions in the European market. The presentations are available in English and Chinese.
(Submitted: 02 January 2008)
The Companies (Amendment) Ordinance 2004 - Amendments to Part XI of the Companies Ordinance - Effective 14 Dec 2007
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The provisions of The Companies (Amendment) Ordinance 2004 relating to oversea companies came into operation on 14 December 2007. In parallel, the Registrar of Companies in Hong Kong appointed 14 December 2007 as the commencement date for the Companies Ordinance (Amendment of Eighth Schedule) Order 2007 which amends the existing filing fees payable by a non Hong Kong company.
(Submitted: 20 December 2007)
Private equity under the spotlight
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This presentation formed part of our Financial Institutions Sector Autumn Legal Update 2007. The talk looked at the issues behind the recent headlines. Private equity is evolving rapidly: our analysis of current issues and latest developments enabled those attending to gain a better understanding of how private equity works and the challenges that it currently faces.
(Submitted: 06 October 2007)
Changes to UK company law - an update for financial institutions
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This presentation formed part of our Financial Institutions Sector Autumn Legal Update 2007. The talk provided an update on the significant changes to UK company law currently being implemented. Some of this is domestic (implementation of the Companies Act 2006) and some of it is driven by the European harmonisation agenda. Financial institutions are not immune from the effect of the changes which are changing practice in important ways.
(Submitted: 06 October 2007)
Shareholder Activism: a strategy of engagement
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This presentation formed part of our Financial Institutions Sector Autumn Legal Update 2007. On 01 October 2007 new rules came into effect in the UK that are widely expected to open up new ways of implementing an activist agenda. This session explored the opportunities and defences under the new law from corporate and litigation perspectives, and also looked at the insider dealing and market abuse issues raised by an activist agenda, particularly where it involves the use of collective action.
(Submitted: 05 October 2007)
Great expectations: the scope and content of takeover regulation throughout the EU
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An article identifying the factors that have impacted on the EU's aim to create a level playing field for takeovers.
(Submitted: 22 June 2007)
European energy regulatory policy and its impact on mergers and acquisitions in the energy sector
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Simmons & Simmons' contribution to the PLC Cross-border Mergers and Acquisitions Handbook 2007/2008 looks at the reasons for the increase in M&A activity in the European energy sector, future regulatory policy and its impact on deal activity, and specific M&A deals in detail.
(Submitted: 23 May 2007)
Financial Reporting under the Transparency Rules: Welcome to the goldfish bowl!
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A detailed briefing note on the new financial reporting rules for equity issuers.
(Last reviewed: 28 February 2007; submitted: 02 June 2006)
Guidance for Directors Involved in a Takeover Offer for a UK Public Company
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The Guide has been prepared for Directors of a company involved in a takeover offer for a UK public company. It explains how offers are made; what laws and regulations apply to them and the role of Directors.
(Last reviewed: 07 July 2006; submitted: 13 September 2000)
Disclosure obligations go MAD
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New rules on disclosure and handling of inside information and the EU Market Abuse Directive (MAD).
(Submitted: 26 May 2006)
Pre-Contractual Obligations
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An article considering the pre-contractual obligations that may arise from confidentiality agreements, exclusivity arrangements, heads of agreement and pre-contractual negotiations in a number of different European jurisdictions.
(Last reviewed: 18 April 2006; submitted: 30 September 2004)
SFC Consultation Conclusions: Review of SFO Part XV (disclosure of interests regime): 31 May 2005
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On 31 May 2005, the Hong Kong Securities and Futures Commission released its consultation conclusions in relation to various proposed amendments to the disclosure of interests provisions under Part XV of the Securities and Futures Ordinance. This article analyses the main amendments to Part XV, which are intended to address the practical problems which have arisen with either making disclosure or seeking to use an exemption under Part XV.
(Last reviewed: 23 February 2006; submitted: 07 June 2005)
SFC Consultation Paper: Review of SFO Part XV (disclosure of interests regime): 20 January 2005
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On 20 January 2005, the Hong Kong Securities and Futures Commission released a consultation paper proposing various amendments to the disclosure of interests provisions under Part XV of the Securities and Futures Ordinance. This note describes the main matters covered in the consultation paper.
(Last reviewed: 31 May 2005; submitted: 28 January 2005)
Listed companies regulation: statutory backing of certain Hong Kong Listing Rule requirements: an update
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On 07 January 2005, the Hong Kong Government and the Securities and Futures Commission released separate consultation papers proposing legislative amendments to the Securities and Futures Ordinance and related subsidiary legislation - so as to give statutory backing to certain Listing Rule requirements. This note reviews the background to these proposals and looks, briefly, at the matters which the Hong Kong Government and the SFC now propose.
(Submitted: 13 January 2005)
The Companies (Amendment) Ordinance 2004 (in context)
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On 03 December 2004, certain provisions of the Companies (Amendment) Ordinance 2004 will come into operation. The Amendment Ordinance implements Phase II of a three phase review of the securities offering framework in Hong Kong, and also builds on minority shareholders' rights. The Amendment Ordinance contains, amongst other things, important changes to the securities offering/prospectus regime in Hong Kong.
(Submitted: 19 October 2004)
La riforma della disciplina delle società di capitali
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Nuova disciplina della società a responsabilità limitata: opportunità e cautele per le operazioni di private equity e venture capital.
(Last reviewed: 20 April 2004; submitted: 30 November 2003)
Reform of company law in Italy: Società a responsabilità limitata
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New opportunities for private equity and venture capital houses in respect of the new model of Società a responsabilità limitata.
(Last reviewed: 06 April 2004; submitted: 06 November 2003)
Reform of Company Law in Italy: Società per Azioni
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Investing in Italy in the light of the new legal framwork for Italian companies limited by shares (Società per Azioni).
(Submitted: 28 February 2004)
La riforma della disciplina delle società per azioni
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Investing in Italy in the light of the new legal framwork for Italian companies limited by shares (Società per Azioni).
(Submitted: 28 February 2004)
Reform of Company Law in Italy: merger leveraged buy outs (Italian version)
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Le operazioni di' Merger Leveraged Buy-Out
(Submitted: 28 February 2004)
Reform of Company Law in Italy: merger leveraged buy outs
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On 01 January 2004 Legislative Decree n. 6 17 January 2003 came into effect which made merger leveraged buy outs (MLBOs) lawful under Italian law through the introduction of article 2501-bis of the Italian Civil Code.
(Submitted: 28 February 2004)
HKEx: Corporate governance changes to the Listing Rules
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On 30 January 2004, Hong Kong Stock Exchange released an update on the implementation of the Listing Rule amendments it had outlined in the its consultation conclusions, published in January 2003, on the Main Board and GEM Listing Rules concerning (i) the protection of shareholders' rights, (ii) directors and board practices, and (iii) corporate reporting and disclosure of information. This note summarises some of the key proposed amendments in light of the January 2004 update.
(Submitted: 11 February 2004)
Retention of Documents
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A selection of possible retention periods in relation to particular classes of documents.
(Submitted: 13 May 2003)
The BIA Code of Best Practice for Bioscience Companies
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Guidance and supporting documents for bioscience companies implementing the BIA Code.
(Submitted: 25 September 2001)

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