The Legal 500

Law developments worldwide

• The Implications of Substance over Form and the Re- Characterisation of a Floating Charge

  The purpose of this Article is to consider the implications of the recent English case of The Russell Cooke Trust Company Limited and Elliott1. Following this case, insolvency practitioners, preferential creditors, and third parties dealing with a company in the belief that its assets are subject to a floating charge (rather than a fixed charge) will need to examine the substance of the charge before dealing with those assets.
  - Dillon Eustace

• Finance Bill 2008

  The Finance Bill 2008 (as initiated) was released yesterday 31st January 2008 and there have been some welcome amendments included to assist the funds industry in administering the 8 year deemed disposal rules.
  - Dillon Eustace

• Ireland: A gateway to China and Japan

  Ireland's favourable tax treaties with China and Japan, regarding capital gains, mean that it is increasingly seen as a jurisdiction of choice for making equity investments in those countries. While there are a number of tax efficient Irish structures available for making such investments, we have concentrated solely for the purposes of this article on Ireland's holding company regime.
  - Dillon Eustace

• D&I Quarterly 2008: NEW CORPORATE GOVERNANCE CODE

  A new Corporate Governance Code (the "Code") for companies listed on the Helsinki Stock Exchange (the "Helsinki exchange") has been published by the Finnish Securities Market Association. The Code will enter into force on 1 January 2009 and companies should, if necessary, amend their Articles of Association at their annual general meeting in 2009 in order to meet the new requirements.
  - Dittmar & Idrenius

• D&I Quarterly 2008: ISSUER AGENT MANDATORY AS OF 1 DECEMBER

  The issuer agent, a representative appointed by the issuer, is in charge of the execution of an issue or a corporate action together with the Central Securities Depository (the "CSD") and the account operators. The concept of "issuer agent" was first introduced in Finland in the beginning of 2008 and is widely used in other European countries.
  - Dittmar & Idrenius

• D&I Quarterly 2008: COURT OF APPEAL CONVICTS STONESOFT OF SECURITIES MARKET OFFENCE

  On November 15, 2008 Helsinki Court of Appeal (the "Court") handed down its decision in a criminal case concerning the alleged security markets information offence by a software company, Stonesoft Oyj, and three members of its management team. The Court held that two members of the company's board of directors and a former CEO through gross negligence had failed to give a profit warning in due time. All defendants were fined. The Helsinki District Court had acquitted the defendants one year earlier.
  - Dittmar & Idrenius

• D&I Quarterly 2008: REPORT ON COMPLIANCE WITH THE TAKEOVER

  The Takeover Panel has issued a Report on the compliance with the Takeover Code recommendations in connection with tender offers (the "Report"), based on an examination of Finnish tender offers launched between 1 January 2007 and 30 June 2008. The examination was conducted based on public information relating to tender offers, i.e., the offer document and stock exchange notices.
  - Dittmar & Idrenius

• D&I Quarterly 2008: Court Adjustment of Rent

  The ongoing financial crisis and the looming economic depression will not leave the real estate and rental markets unaffected. The experiences from the early 1990's clearly demonstrate that during times of recession many tenants are likely to grow dissatisfied with their rents and may even resort to legal action to try to correct the situation. As discussed below, Finnish law includes a provision enabling tenants to present claims of this kind against landlords, but the chances of success in court are very modest.
  - Dittmar & Idrenius

• New Memorandum of Understanding with Ukraine on Banking Supervision

  30.12.2008 - The Central Bank of Cyprus (“CBC”) is responsible for the licensing and supervision of banks and for safeguarding the stability of the financial system in Cyprus. In this connection it pursues an active policy of signing Memoranda of Understanding for cooperation in the field of banking supervision and exchange of information with competent overseas authorities, particularly those whose banks operate in Cyprus.
  - Andreas Neocleous & Co

• Change in tax rate for Cyprus semi-governmental agencies

  29.12.2008  - A draft bill has been submitted to the Cyprus parliament reducing the rate of corporation tax paid by semi-governmental agencies such as the Electricity Authority of Cyprus, the Cyprus Telecommunications Authority and the Cyprus Ports Authority with effect from 1 January 2009.
  - Andreas Neocleous & Co