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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

 

Legal Developments Worldwide

Articles contributed by McGrigors

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Cross-border mergers

February 2010 - Corporate & Commercial. Legal Developments by McGrigors.

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The Companies (Cross-Border Mergers) Regulations 2007 (the Regulations) came into force in December 2007 and implements Directive 2005/56/EC of the European Parliament and Council on cross-border mergers of limited liability companies. The Regulations provide for the merging of any two public or private limited liability companies resident in the EU (providing such a merger is permitted under the relevant domestic law of a company) and introduce the concept of a ‘true merger’ to the English legal system. Whereas previously in the UK mergers could only be effected by transferring the individual assets and liabilities of the transferor under a traditional business sale and purchase agreement mechanism, the Regulations now allow for the automatic transfer of all assets and liabilities of a transferor by operation of law. Although this is a relatively new process, and to date only a handful of the mergers have been affected, there are signs that an increasing number of companies are now opting to carry out reorganisations of their groups using the new cross-border merger process.

Companies Act 2006: is your house in order?

January 2010 - Corporate & Commercial. Legal Developments by McGrigors.

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As 2009 draws to a close, the dust is now settling on what has been a very busy few years for UK company law. The Companies Act 2006 (the 2006 Act) represented the biggest overhaul and update of UK company law for decades, since its predecessor, the 1985 Act, was really only a consolidation of the existing laws. The 2006 Act took over three years from royal assent to final implementation, with the final parts of the 2006 Act coming into force in October 2009, when most of the remaining provisions of the 1985 Act were repealed. Given that the 2006 Act was proposed by the Department of Trade & Industry, initially implemented by the Department of Business Enterprise and Regulatory Reform, and finally implemented by the Department of Business Innovation & Skills, it is not surprising that it has been amended already, particularly to take account of changes to EU law such as the Shareholder Rights Directive.

Emerging opportunities in emerging markets

November 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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The emerging markets of Russia and Ukraine (the region) have been caught by the economic malaise currently gripping the world. A consequence of this malaise is that interest in capital markets has stalled. That is not to say that there is a lack of interest in going to market; there is just no market to go to.

New restrictions for investment into Germany by non-EU and EFTA investors

October 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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Traditionally the German Foreign Trade and Payments Act (Aussenwirtschaftsgesetz (AWG)) only provided for restrictions on the import and export of weapons and related technologies. In the case of the acquisition by a foreign investor of a German company that produces these sensitive products, notification was required to the German Federal Ministry of Economics and Technology (Bundesministerium fĂŒr Wirtschaft und Technologie (BMWi)).

Goodbye Table A: changes to UK company law

September 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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As the Companies Act 2006 (the Act) has significantly amended UK company law, the government has taken the opportunity to develop a new set of default articles to bring them into line with the provisions of the Act. The Companies (Model Articles) Regulations 2008 (SI 2008/3229) (the 2008 Regulations) contain new model articles that will apply by default to any new company incorporated on or after 1 October 2009, unless otherwise modified or excluded.

Re-emergence of debt-for-equity swaps

July 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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The recent spate of corporate restructurings and rescues is testament to the combination of difficult and inter-related conditions currently facing companies. This includes a lack of new bank finance, concern about debt-heavy balance sheets, exposure from insolvency of debtors and, perhaps most critically, lack of liquidity.

Debt listings come of age

June 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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Unsurprisingly, listing debt has become a favoured way of eliminating withholding tax (WHT) on the payment of interest. Besides the fact that this method brings a certain treatment, many boards of UK companies have discovered to their surprise that a stock exchange listing can be inexpensive, easy and kind on their time. This contrasts directly with their experience in obtaining clearance under double tax treaties, particularly with the HMRC crackdown on the use of ‘conduit arrangements’, which route debt through countries whose double tax treaties with the UK are favourable.

What keeps directors awake at night? Topical issues for in-house lawyers

May 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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There has been a recent surge in media coverage of incidents affecting corporate bodies and of calls for directors to be held personably responsible. Reports such as the theft of a laptop from an employee of the Nationwide Building Society and the highly publicised Madoff case have highlighted the need for directors to be very aware of the company procedures that they have in place. Directors are becoming increasingly concerned about their liability, both personally and to the company. As a consequence, in-house counsel may well be asked for legal advice not just from the company’s perspective, but from the directors’ personal viewpoints.