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Legal Express Issue 1
We are pleased to bring you our Legal Express, which covers the most significant legislative changes in Russia in December 2011 and January 2012.
Priority rental rights in insolvency
Parties to rental contracts for commercial premises often agree priority rental rights. In practice, this concept is used to cover a whole series of legal structures. These range from fixed options for the tenant to a promise made by the landlord as a business policy that if any additional premises become available, they will be offered to the tenant. In 2010 the Berlin Court of Appeal issued a ruling on such priority rental rights in insolvency; the decision has recently been published.
Dispute Resolution
Introduction Simon Bushell Herbert Smith LLP 3
Australia Steven Glass, Amy Annan, Airlie Goodman and Lena Vanmali Gilbert + Tobin 5
Austria Gerold Zeiler and Wolfgang Höller Schönherr 11
Belgium Joe Sepulchre, Hakim Boularbah and Charlotte Marquet Liedekerke Wolters Waelbroeck Kirkpatrick 19
Germany – Debt-to-equity-swaps: a reorganisation and takeover instrument in Germany
by Charlotte Schmitt, LL.M, GSK Stockmann + Kollegen
The term of the debt-equity-swap does not define a certain procedure, but covers various types of measures, which all aim at creating equity from debt. Through the conversion of existing liabilities into equity initially a short-term reorganisation of a company which is in danger of insolvency is made possible. The over-indebtedness on the balance sheet is removed (temporarily) and the equity base is improved. In addition, an improvement in the liquidity is achieved hereby.
GSK Update: AIFM Directive approved by the European Parliament - Outlook and Preparation
Managers of so-called alternative investment funds will in future be supervised and there will be an extensive catalogue of obligations for selling and marketing alternative investment fund.
Getting the Deal Through/Licensing
Law Business Research, 2011
Rome I Regulation: choice of law for contractual obligations
The EU Rome I Regulation (593/2008) of the European Parliament and of the Council came into force on 17 December 2009 (Convention). The Convention sets rules to determine the (national) law applicable to contractual obligations in civil and commercial matters. This Regulation replaces the 1980 Rome Convention and is especially relevant to cross-border businesses. The intention of the Convention is to provide legal certainty in cases where the parties have not expressly chosen the applicable law governing their contract.
Restriction of the shareholder’s right to information
According to a judgment of the German Federal Supreme Court from February 2010, the general assembly (Hauptversammlung) of a stock corporation (“Corporation”) may resolve to include a provision in its articles of association which comprehensively empowers the chairman to reasonably restrict the time available to shareholders to debate during the shareholder’s meeting.
AIFM Directive approved by the European Parliment - Outlook and Preperation
Managers of so-called alternitive investment funds will in future be supervised and there will be an extensive catalogue of obligations for selling and marketing alternitive investment fund.
New alternatives in real estate financing
Equity currently appears easier to obtain than bank financing. Due to the changes in the financial sector, the financing of real estate acquisitions or project developments is more difficult than before the financial crisis. Banks are now requesting more equity. In addition, following Basel III (a new international regulatory framework for banks), the demand for equity will grow.