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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

Events 2019

This month, our team will be attending highly regarded international conferences...

THE DECLINE OF THE MANAGEMENT AND CONTROL TEST and THE EU DIRECTIVE 2017/828

September 2019 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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THE FULL DISCLOSURE OF EVERYTHING TO EVERYBODY DOCTRIN

INTRODUCTION

The law as to Listed Companies will undergo significant changes upon the implementation of the European Union Directive 2017/828, (hereinafter to referred to as “the Directive”).

Maltese Court Landmark Judgement – Precautionary Acts must be followed by proceedings in the EEA

A recent landmark decision by the First Hall of the Civil Court has confirmed for the first time that in order for a precautionary warrant to remain in force, it must be preceded or followed (within 20 days), by a court case filed in Malta or in the European Economic Area (EEA).

EU Directive 2019/1151 - Formation of Companies and registration of Branches to be completed fully o

August 2019 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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The European Parliament and the Council of the European Union on 20 June 2019 decided to amend the existing Directive in regards to the rules and procedures on the formation of companies, registration of branches, and filing of documents and information by companies and branches (“Online Procedures”) by issuing the Directive 2019/1151 (the “Directive”). 

Cyprus Implements ATAD

In light of EU Anti-Tax Avoidance Directive (ATAD), the Cyprus House of Representatives on April 5, 2019 voted into law (applicable from January 1, 2019) the partial implementation of legally-anti-abusive measures. These measures include the ‘interest limitation’ rule, the ‘general anti-abuse’ rule, and the ‘controlled foreign companies’ rule. The rest two measures stipulated by the EU ATAD (exit taxes and rules to tackle hybrid mismatches) are expected to be implemented in Cyprus by 2020.

UK Telecoms company fined £100K over unsolicited marketing messages

The Information Commissioner’s Office (‘ICO’) which is the UK’s data protection supervisory authority, recently issued a fine of £100,000 to EE Limited, a telecoms company operating in the UK. The fine was issued in response to EE Limited having sent two and a half million unsolicited direct marketing messages to its customers, back in early 2018. The direct marketing messages were sent without EE Limited having first obtained the required consent to send them to its clients.

British Airways and Marriott International Inc. face huge fines from UK data protection authority

British Airways (‘BA’) may be hit with what will be the highest-ever penalty which the Information Commissioner’s Office (‘ICO’), the UK’s data protection supervisory authority, has handed out.

Double Tax Treaty between Cyprus and Kazakhstan

A DTT between Cyprus and Kazakhstan has been signed and ratified by Cyprus on the 15th of May 2019. The DTT is expected to “enter into force’ as from the 1st of January 2020, provided that the various legal procedures involved are finalized. Kazakhstan currently has the largest and strongest performing economy in Central Asia.

Is “Substance” the current Buzzword?

It seems that one of the latest buzzwords in the field of international tax planning is “substance”. The term “substance” is frequently used to indicate real/physical presence of legal entities in their country of tax residence, as opposed to the use of the so called “shell” or “conduit” companies for obtaining certain tax, or double tax treaty, benefits.

International Business in Malta in the light of recent EU Tax Matters

Over the past twenty odd years, Malta has become an international hub for foreign direct investment (FDI). A solid services sector combined with seasoned professionals across a multitude of industries have helped the FDI business model flourish, placing Malta on the map within the European Single Market as a business base of choice for many.

Post Brexit future for UK businesses

The proposed UK-EU agreement has been rejected for a third time by the Members of Parliament in UK. Consequently, uncertainty persists due to no deal and therefore the following concerns arise: whether a deal will happen at all, what the terms of that deal might be and whether there will be a second referendum.

Re-domiciliation of foreign companies to Cyprus

June 2019 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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A. INTRODUCTION

As from 28.7.2006, the Companies Law Cap.113 (the “Law”) has been amended and the re-domiciliation of foreign companies to Cyprus is permitted, as per the provisions of the Law.

Foreign companies that are established and operating abroad that consider changing their seat, have the choice to re-domicile to Cyprus and continue their operations uninterrupted as a Cyprus registered company and benefit from the advantages Cyprus, as a European jurisdiction, has to offer.

The purpose of this brochure is to provide a summary as to why a foreign company may consider moving its seat to Cyprus and the procedure of re-domiciliation that needs to be followed, as per the Law.

Takeover Law: An overview

The primary source of legislation relating to public M&A transactions in the Republic of Cyprus is the Law to Make Provision for Public Takeover Bids for the Acquisition of Securities of Companies and Related Matters, Law 41(I)/2009 (“Takeover Law”).

CYPRUS INVESTMENT PROGRAMME

The Cyprus Investment Programme has been redesigned by the Cyprus Government in order to continue to attract high net worth individuals to settle and do business in Cyprus. The Key Changes will be applicable from the 15th of May 2019 and include the following:

Top-Tier Law Firm & Leading Lawyers

Patrikios Pavlou & Associates LLC is led by exceptional heads of departments who possess great knowledge and expertise. Our firm is a Top Tier Firm in 4 practice areas for the Legal 500...

Elias Neocleous & Co LLC advised the Zarenkov family in disposal of a 25% stake in Etalon Group PLC

Elias Neocleous & Co’s Financial Services team assisted the Zarenkov family on Cyprus corporate and financial services law matters in their February 2019 disposal of a 25% shareholding interest in Etalon Group Plc to Sistema PJFC, a publicly-traded diversified holding company. Etalon Group Plc, one of Russia’s largest and longest established development and construction companies,  is a Cyprus public company having Global Depositary Receipts (GDRs) traded on the Main Market of the London Stock Exchange since 2011. The relevant public announcements on this transaction are available in the website of the London Stock Exchange and of Etalon Group Plc.

M&A opportunities in Cyprus post Brexit

Cyprus has reclaimed its status as a country with a developed and well-trusted economy, having overcome the challenges of recent years with a gross domestic product growth of 3.9% in 2018. There has been a noticeable rise in foreign investments in the local market, with an upswing in mergers, acquisitions and joint ventures. 

Mergers and Reorganizations - An Overview

Cyprus boasts an attractive merger and reorganisation regime not only locally, but also at an EU level. Mrs Lia Iordanou Theodoulou, our firm's Partner-Head of Corporate Finance, shares an overview of the procedures to carry out a local and a cross-border merger, providing essential legal and tax information.

Unfair contract terms

The Unfair Contract Terms Law 93(1)/1996 (the “Law”) as amended, implements the EU Directive 93/13/EEC of 5 April 1993 regime into national law. The objective of the aforementioned legislation is the protection of consumers in the European Union from unfair terms and conditions which might be included in a standard contract for goods and services they purchase. It introduces the notion of ‘good faith’ to avoid any significant imbalance in mutual rights and obligations.

BVI'S NEW ECONOMIC SUBSTANCE LEGISLATION

The British Virgin Islands are rushing to pass by the end of December the new economic substance legislation to avoid the EU’s blacklist of tax haven jurisdictions.

The 'dark' side of the data room: disclosure dangers in M&A and finance transactions

Given the corporate environment's ever-changing nature and business needs and the importance of data protection at the EU level, the topic of due diligence in M&A and financial transactions warrants examination. The disclosure, transfer and processing of data raises concerns at several stages of the due diligence process during a transaction and undoubtedly makes things more complicated.

Registered alternative investment funds – an overview

Cyprus is fast becoming an international fund hub and a well-respected player in both the European and international fund industries.

Cyprus Shipping: casting a long shadow over the International Maritime Industry

Cyprus's maritime industry has been established as one of the three largest merchant fleets in Europe and one of the largest in the world. Given its attractive environment and fast developments, Cyprus is likely to cast a long shadow over the international shipping sector...

Why Register a Cyprus Company

Anarticle by Mr. Michalis Economides, CEO | Advocate & Legal Consultant ofthe International Law Firm Chambersfield Economides Kranos

Business nowadaysoperates in an interconnected world, without any boundaries or limitations toprotect brands and companies from the merciless competition. 

In our era, due totechnological breakthroughs, competition is thriving and multi-attacking companiesand brands from various channels of communication; therefore entrepreneurs findthemselves in the difficult position of searching and finding the mostfavorable path to follow, for the achievement of economies of scales.

Currently, manyentrepreneurs are in the process of searching various ways on how they canmaximize their productivity and enhance their profitability by minimizing theiroperational costs.  One of the main scenarios they examine, due to itsendless possibilities, is the reincorporation or re domiciliation of theirbusiness activities in favorable markets. Even though this practice is verycommon, entrepreneurs should cautiously consider their options, since this pathcan be very costly, multifaceted and time consuming. 

Why Companies Need Professional Asset Portfolio Management

An Article by Mr Michalis Economides, CEO and Founder ofChambersfield Economides Kranos, Advocates & Legal Consultants

Asset management isessential if a company is to maximize the return on investment (ROI) to itsshareholders and stakeholders. Despite its importance, however, many numerouscompanies and entrepreneurs neglect it and fail to provide the necessaryattention to the procedures required for an efficient asset managementstrategy. This can lead to their investments underperforming and they may findthemselves exposed and vulnerable to significant risks, due to financialfluctuations and the constantly changing market environment.   

LIS ALIBI PENDENS UNDER THE COUNCIL REGULATION (EC) NO 44/2001 ON JURISDICTIONAND THE RECOGNITION AN

Lis Alibi pendens is Latin for "suit pending elsewhere". Both Articles 27 and 28 of the EU Regulation 44/2001 regulate the existence of lis alibi pendens and related judicial actions. In particular it is a doctrine that regulates the jurisdictional relationship of courts hearing concurrent proceedings involving the same or related causes of action between the same parties pending in the courts of different Member States.

Common Reporting Standards - a practical review. (CRS)

February 2017 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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>A. INTRODUCTION

The Common Reporting Standard (CRS) has been initiated by the Organization for Economic Cooperation and Development (OECD) aiming at improving international tax compliance and preventing tax evasion, through the automatic exchange of information between the countries that implement CRS. The participating countries are listed in Appendix I.

DUTY TO DISCLOSE AT EX PARTE HEARINGS EXTENDS ALSO TO RELEVANT LAW AND APPLICABLE LEGAL PRINCIPLES

In a recent decision of the Cypriot Court of Appeal in COMMERZBANK –V- ADEONA, it has been inter alia held that the duty of an applicant to disclose at an ex parte hearing of an application, extends to the relevant law and applicable legal principles to the case.

THE DUTY OF DISCLOSURE AT AN EX PARTE HEARING EXTENDS ALSO TO WITHOUT PREJUDICE CORRESPONDENCE

In a recent decision of the Cypriot Court of Appeal in COMMERZBANK –V- ADEONA, it has been inter alia held that the duty of disclosure of an applicant to an ex parte application, extends also to the without prejudice correspondence of the relevant parties.

CYPRUS: English Court Guidance on Anti-suit Injunctions

In a recent decision of the English Commercial Court in ESSAR SHIPPING LTD –v- BANK OF CHINA LTD (2015) it has been held that an applicant to an anti-suit injunction shall act promptly and not sleep on his rights.

THE ONLINE BETTING MARKET

The National Betting Authority (“NBA”), as this has been set out to be the island’s regulatory authority subject to the provisions of the Betting Law of 2012, is proceeding with its plans to launch the review of applications for the authorisation of a regulated online sports betting market.

Cyprus Partnerships Limited by Shares

A recent amendment to the Partnerships and Business Names Law, Cap. 116 (the “Law’’), has introduced significant changes to the legal framework on partnerships. The most important amendment is the introduction of a new type of limited partnership, the partnership limited by shares.

Corporate Governance Review - Sixth Edition - Cyprus

Corporate governance is relevant to both private and public companies. Nevertheless, this

chapter will focus on corporate governance rules, applicable to public limited companies

listed on the Cyprus Stock Exchange (CSE).

Restructuring & Insolvency - Cyprus 2016

The Bankruptcy Law and the Bankruptcy Rules, as amended, relate to personal insolvency.

 Read more... 

The Corporate Governance Review-Cyprus Chapter

Corporate governance is relevant to both private and public companies. Nevertheless, this chapter will focus on corporate governance rules, applicable to public limited companies listed on the Cyprus Stock Exchange (“CSE”).

Company Formations in Cyprus

Cyprus has traditionally been a significant destination for the setting up of international business companies (IBCs) (that is to say companies with foreign interests). pdf Read more...

Merger of Cyprus Companies

The procedure by which companies are merged is governed by the Companies Law, Cap.113, sections 198-202. The law governs the restructuring procedure of a company, a procedure which includes mergers.

Anti-Money Laundering Update - Cyprus

First uploaded on the International Bar Association's Anti-Money Laundering website.

Corporate Governance - Cyprus Chapter 2014

Corporate governance concerns all types of companies, both private and public.  However, this chapter will focus on corporate governance rules, applicable to public limited companies listed on the Cyprus Stock Exchange ("CSE").

CYPRUS: LIFTING THE CORPORATE VEIL.

It is a fundamental principle of Cyprus Company Law that a limited liability Company has a legal personality and identity which, is separate from its shareholders, or directors, and that it is a separate legal entity, having separate rights and liabilities.

CYPRUS: ENFORCEMENT OF ARBITRATION AWARDS

In a recent judgment, a Cypriot 1st Instance Court, decided in the context of interlocutory proceedings for the issue of interim relief, that arbitration awards, may be enforced in Cyprus, either through the mechanism of the New York Convention, or at Common law by an action based on the arbitral award.

Binary Options

Ioanna Solomou, advocate of the firm and Lambros Soteriou, advocate and partner of the firm prepared an article relating to binary options. After following a detailed investigation and taking into consideration the extend that the European Member States classify and regulate binary options, the Cyprus Securities and Exchange Commission ("CySec") on the 3rd of May 2012 announced that binary options will be considered as financial instruments, which fall within the scope of law, and therefore will be regulated.

DIRECTORS' DUTIES TO KEEP MANAGEMENT FILES OF THE COMPANY

Ioanna Solomou, advocate of the firm, and Lambros Soteriou, advocate and partner of the firm, prepared an article about the duties of the directors of a Cyprus company to keep management files. The duties of a director under Cyprus law are not exhaustively codified; they are a combination of statutory duties, common law principles and the duties contained in every Company's Articles of Association. 

FREEDOM TO PROVIDE INVESTMENT SERVICES AND/OR PERFORM INVESTMENT ACTIVITIES IN A THIRD COUNTRY

Ioanna Solomou, advocate of the firm and Lambros Soteriou, advocate and partner of the firm, prepared an article regarding  the freedom to provide investment services and/or perform investment activities in a third country.

The Investment Services and Activities and Regulated Markets Law L. 144(I)/2007, as amended, provides that a Cyprus Investment Firm ("CIF") may "freely provide investment and ancillary services or/and perform investment activities within the territory of another member state or/and a third country, provided that such services or/and activities are covered by its authorization".

 

 

Cyprus Flag; A Flag of Progress and Quality

In the small island of Cyprus "shipping is almost as old as time itself." With an ideal geographical location at the crossroads of Europe, Asia, Middle East and Africa, Cyprus is constantly striving for perfection in the field of merchant shipping.

The International Comparative Legal Guide to: Corporate Governance 2013 - Cyprus Chapter

A practical cross-border insight into corporate governance. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Corporate Governance; published by Global Legal Group Ltd, London. 

FOREIGN EXCHANGE OPERATIONS

The excellent support system in combination with the ideal jurisdiction provided in Cyprus set the country in the list of the most desirable countries through which you can offer foreign exchange operations. In addition, the accession of Cyprus within the European Union and, most importantly, the extremely beneficial economic advantages available due to the low costs and the outstanding taxation, create a covetable environment for foreign investors.

Cyprus remains an attractive destination for international businesses

Reminding our clients, associates and friends of the favourable investment and tax environment of Cyprus

Cyprus has been removed from the Russian «Black List».

As from the 1st of January 2013, Cyprus will no longer be in the Russian Black list. This will have an immediate positive impact on both countries investment's.

The Cyprus International Trust

The Trust

The concept of the trust as we know it in our days dates back to the Crusaders in the 12th Century and is based on the Anglo-Saxon legal system. It was devised to allow continuity of family property and succession in troubled times when the "master of the house" was off to war.

Corporate Governance 2012

As a principle, corporate governance is relevant to all types of companies, both private and public. The present chapter shall focus on corporate governance rules, applicable to public limited companies listed on the Cyprus Stock Exchange (“CSE”).

Cyprus International Trusts Reborn

May 2012 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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In March 2012, the Parliament of Cyprus enacted the long awaited International Trust (Amending) law of 2012 effecting various structural changes to the International Trust law of 1992.

The amendments were necessary to adapt the Cyprus law on International Trusts, to the current needs of international investors and at the same time strengthening the role of Cyprus as a trust jurisdiction.

- Kinanis LLC

May 2012 - Corporate Division of Kinanis LLC

Company Formations in Cyprus

Cyprus is situated at the crossroads of three continents; Europe, Asia and Africa. This strategic geographic location, together with its excellent infrastructure, the strong probusiness attitude of the Cyprus people, the highly skilled human resources and the comprehensive double tax treaty network, have established Cyprus as a reputable International Financial Centre and an excellent place to establish tax efficient set ups.

CORPORATE NEWS November 2011

Exploration - EXPLOITATION of oil and gas in the exclusive economic zone (EEZ) of the Republic of Cyprus

Merger of Alpha Bank and EFG Eurobank

The Presidency of the Council of the European Union rotates among its member states every six months.

THE DUTIES OF DIRECTORS OF A CYPRUS COMPANY

Directors exercise extensive powers in the management of their companies, influencing their company’s conduct, by virtue of their involvement in the decision making process.

Under Cyprus law, the directors are considered to stand in a fiduciary relationship, with their company, and are subject to specific duties, stemming from their relationship.

DERIVATIVE ACTIONS IN THE REPUBLIC OF CYPRUS

Cyprus, has adopted the Anglo-Saxon legal system which allows most of English cases to be cited in Cypriot Courts. Under certain conditions, the cases are treated as binding, but in most instances they are used as guidelines.

Since independence, Cyprus has maintained its legal system based on the Common Law, as followed in the English speaking world.

ENFORCEMENT OF FOREIGN ARBITRAL AWARD UNDER NEW YORK CONVENTION

In a very recent decision, a Cyprus District Court rejected an application for the recognition and enforcement in the Republic of Cyprus of an arbitral award issued by the Austrian Arbitral Center due to the failure of the applicant to produce the original arbitral agreement or a certified true copy of same.

The International Comparative Legal Guide to: Product Liability 2011

Published by Global Legal Group

1 Recent Developments in European Product Liability – Ian Dodds-Smith & Alison Brown,
Arnold & Porter (UK) LLP __
2 The EU General Products Safety Regime – John Meltzer & Rod Freeman, Hogan Lovells International LLP...

THE CYPRIOT LEGAL SYSTEM

The purpose of this short article, is to shed a little light on everyday legal matters in Cyprus.

Кипрская компания

August 2010 - Corporate & Commercial. Legal Developments by Kinanis LLC.

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Кипрская компания - Регистрация и администрация -Практические вопросы

С её предпочтительной налоговой системой, поддержанной с многочисленными соглашениями об избежании двойного налогообложения, и со стабильной, легко управляемой правовой системой, основанной на английском Общем Праве, Кипрская Компания стала ценным средством в международном налоговом планировании. Она стала инструментом, который  часто используют международные инвесторы, чтобы самым эффективным образом осуществлять свои инвестиционные возможности.

- Kinanis LLC

Corporate Newsletter Spring 2010

Appointment to the European Economic Chamber of Trade, Commerce and Industry   -   Thinking of buying property in Northern Cyprus? - Think again!   -   New regulatory regime for fiduciary service providers

Getting the deal Through - Franchise Cyprus 2010

What forms of business entities are relevant to the typical franchisor? Before proceeding with the conclusion of an Agreement with a Franchisor a decision must be taken as to what form the franchisee will take, there are several options, these being namely as a sole trader, a partnership or a limited company. We would advise, depending on the particular circumstances that generally s limited company is the better form for the franchisee to take.

Corporate Recovery & Insolvency Cyprus Chapter 2009

THE INTERNATIONAL COMPARATIVE LEGAL GUIDE TO: Corporate Recovery and Insolvency 2009

CORPORATE DEPARTMENT NEWSLETTER

JANUARY 2010 Newsletter

INTERNATIONAL ARBITRATION

The only requirement for a valid arbitration agreement and subsequently a valid arbitration procedure in Cyprus is the arbitration clause to be in written form. The Cyprus domestic Arbitration Law Cap. 4 which regulates domestic arbitrations provides that the agreement to refer any present or future disputes to arbitration is irrevocable unless the Court decides otherwise.

The International Comparative Legal Guide to: Mergers and Acquisitions 2008

A practical insight to cross-border Mergers and Acquisitions

Corporate Recovery & Insolvency: Cyprus

A practical insight to cross-border Corporate Recovery & Insolvency

European Accession & Direct Effect

By Yiannos Georgiades 

 

 

 

Late Delivery of Immovable Property—Liquidated Damages v Penalty Clauses

By Rebecca E. Howarth

As a buyer, you should be aware of the protection that is available to you in the event of the late delivery of the immovable property you have purchased and also some of the things you need to avoid including in your contract.

CYPRUS Law: Public Offers and Insider Dealing Publicity Guidelines

This article provides a short account of the Cyprus Republic (“Cyprus”) legislative guidelines (hereinafter the “guidelines”) in connection to publicity and/or the release of information and/or inside information when securities and/or financial instruments are offered to the public and/or admitted to trading on a regulated market. It should be noted that the present merely serves as an indicative supplement to the existing legal framework set below and it should be read closely together with the same. Terms and/or definitions herein employed, except otherwise stated are in accordance with the context of Cyprus legislation.

Read more...

Foreign Arbitral Awards under the New York Convention

In a recent decision, a Cypriot district court rejected an application for the recognition and enforcement of an arbitral award issued by the Austrian Arbitral Centre due to the applicant's failure to produce the original arbitral agreement or a certified true copy of the arbitral agreement.Read more...

Implications of the Financial Collateral Arrangements Law

Although the Financial Collateral Arrangements Law ( No 43(I) of 2004 ( hereinafter referred to as the "Law" for the purposes of this article) was passed nearly two years ago, in March of 2004 and came into force on May 1st 2004 (the date of Cyprus accession in the European Union) its consequences and implications may still not be fully appreciated.

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