Shedding light on the shadowy world of referrals
When a lawyer says the word ‘client’, in most cases people think of a company, a bank or a rich individual. However, f… read more
Akzo Nobel: the worst decision in legal history?
It is said that, once in a generation, … read more
Austria has a lot to live up to in 2008. Following on from a bumper year there are signs of chilling in the private equity market which has been very active in the region, responding to credit pressures from the US. Much will depend on the ongoing performance in the Central European (CE) states serviced by Vienna. So long as prices of land, material and workers there remain relatively cheap, the good times should continue.… read more
The US sub-prime crisis may have hit the headlines last summer but its impact is only now being truly felt by European law firms’ finance practices, with acquisition finance in Western Europe the worst hit. … read more
Few people think that the kind of US litigious culture conjured by the term ‘class actions’ is a good thing. But regulators favour seeing companies brought to heel through the courts by other companies and individuals, because this performs, in effect, a self-regulating mechanism. Such thinking is behind the long-awaited white paper due to be published during the first quarter of the year by the European Commission’s competition directorate general.… read more
Bulgaria While Bulgarian firms had a good year in 2007, with flows of investment into the country increasing after EU accession, there are a number of issues they have had to confront, first being the coming of foreign firms into what is still a very small legal market. … read more
The trial of Slobodan Milosevic got underway on 12 February 2002 with the imposing words of the ICTY prosecutor: “Today, as never before, we see international justice in action.” Four years and one month later, Milosevic lay dead in his cell in the United Nations Detention Unit in The Hague, the trial unconcluded and the grand project of international criminal justice apparently in jeopardy. … read more
Brussels Full-service Italian firm Pavia e Ansaldo has opened a new practice in Brussels, with EU and international law specialist Allesandra Franchi acting as resident partner, and former European Commission legal department chief Antonio Abate as of counsel. The practice will mainly focus on EU law. … read more
Homburger advised UBS on Swiss law and Sullivan & Cromwell on US law and EU regulation, in relation to the issuing of CHF13 billion of new capital in the form of mandatory convertible notes, a bonus issue of shares in lieu of cash dividend for 2007, and a planned resale of treasury shares previously repurchased for cancellation. The Homburger team was led by partner Daniel Daeniker. Other partners, lawyers and tax specialists also advised. Sullivan & Cromwell’s team was led by partner Michael Wiseman and comprised partners in New York, London and Frankfurt.… read more
North Africa has long been a potential region for expansion by French firms, yet until recently few crossed the Mediterranean to sample the opportunities. One pioneer was Gide Loyrette Nouel, with offices in Morocco, Algeria and Tunisia for some years, while CMS Bureau Francis Lefebvre once had a base in Algeria which it closed in 1972 due to political tensions in the country. Six years ago the CMS firm opened an office in Morocco. Even so, not a huge showing from France’s top ten independent firms. … read more
Background murmurs from European officials concerning the long-running multi-billion dual trade disputes between US and EU giants Boeing and Airbus (represented by Wilmer Cutler and Sidley Austin respectively) contended that the spat was too big for the WTO to handle, that it would have to settle, and that it was damaging to both sides. … read more
DLA Piper is building up its patent litigation capacity in Germany with the cross-hiring of fixed-salary partner Dr Julia Schönbohm (34) from Clifford Chance, and plans to add another specialist to complete a small team. “Our firm has strong patent litigation practices in the UK and the US west coast, so this is a great opportunity to develop the practice in the German market out of existing network clients,” says German managing partner Ulrich Jüngst. … read more
On 1 November 2007, the Markets in Financial Instruments Directive (MiFID) entered into law as the most significant measure in the EU’s so-called ‘Lamfalussy Directives’ – others include the Prospectus Directive, the Market Abuse Directive and the Transparency Directive. But in spite of it being years in the planning, MiFID, with its ambitions to create a common regulatory framework for Europe’s securities markets, remains riddled with uncertainty and confusion. Not all EU jurisdictions are at the same stage in their transposition of the new law into local rules, and the aim of the legislation – to increase competition among stock exchanges and investment firms, giving them a single ‘passport’ to operate throughout the EU on the basis of authorisation in their home member state – is not likely to bring equal benefits to all countries.… read more
With the first cartel fine decisions under the new guidelines published in September 2006 now rolling through the European Commission process, early indications of their practical repercussions are coming under immense scrutiny.… read more
Courts curb state aid ‘counter-complaints’
On 22 November the European Court of Justice (ECJ) rendered two judgments concerning competing viscose fibre producers Lenzing and Sniace (from Austria and Spain respectively), which have been battling each other over state aid on different levels of the Community institutions for over a decade. These cases reflect companies’ growing willingness to inform on rivals which might have received illegal state support and to use such complaints as a competitive tool. … read more
Cross-border dividend withholding tax tremor
The November 2007 decision of the European Court of Justice in Amurta (C-379/05), concerning the refusal to grant the Dutch dividend withholding tax exemption in EU cross-border situations, will likely have a significant impact on a number of ongoing cases involving dividend withholding tax. In this case, the ECJ found that the Dutch rules according to which tax is withheld on dividends paid by a Dutch company to a company resident in another EU member state, whereas an exemption applies to dividends distributed to another Dutch company, violate the free movement principles protected under the EC Treaty. … read more
German company vehicle reconditioned
They won’t be selling them at the Frankfurt airport anytime soon, but if legislation scheduled for the spring of 2008 passes, the German GmbH limited liability company will become easier to incorporate, have more flexibility and come in different models to suit the needs of smaller businesses. The German government has prepared draft legislation (introduced on 23 May 2007 as the Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen – referred to as ‘MoMiG’) which will fundamentally amend the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (‘GmbHG’). The intention is to modernise the statutory regime of the ubiquitous GmbH company form – the German equivalent to the English private limited company or the American Inc – making it attractive (and accessible) to smaller ventures. The MoMiG amendments encompass a reduction in minimum capital requirements along with simplified incorporation procedures and the creation of an ‘early stage’ GmbH. The changes are also accompanied by a proposed new regime for investment in small and mid-sized businesses contained in other legislation.… read more
Austrian corporate taxation: mechanics of the use of cross-border losses
The Markets in Financial Instruments Directive (MiFID) is considered to be a key element of the Financial Services Action Plan, aimed, inter alia, at (i) creating a single market for wholesale financial services, and (ii) providing an open and secure retail securities market. … read more
Competition law: class action or inaction?
Cartel cases should be ideal candidates for litigation by class or representative action. A cartel may cause many thousands or even millions of customers to be overcharged, as against the competitive market price.… read more
The Markets in Financial Instruments Directive (MiFID): a primer
The Markets in Financial Instruments Directive (MiFID) is considered to be a key element of the Financial Services Action Plan, aimed, inter alia, at (i) creating a single market for wholesale financial services, and (ii) providing an open and secure retail securities market. … read more
EU passports for EFCs: Spanish distinctions
The adoption by EU Member States of Directive 2006/48/EC has fueled the intentions of many EU credit institutions to provide their products and services across the EU without the need to establish themselves in each and every Member State. This is thanks to the materialization of the long-awaited EU “passport”. EU credit institutions, being (in principle) subject only to monitoring by the supervisory entity of their home Member State, are now capable of doing business across the entire EU. … read more
Revision of the Swiss Stock Exchange ActOn December 1, 2007, the amendments of the provisions of Art. 20 and 31 Swiss Stock Exchange Act (SESTA) came into effect. These amendments are a consequence of the practical experience recently made especially with hostile takeovers in Switzerland.… read more
The introduction of collective actions
After several years of discussion on the introduction of the class action in Italy, with several unapproved bills, on December 21, 2007 the Italian Parliament passed a law concerning a certain kind of class action, although the law does not introduce a “proper” class action mechanism US style, but rather a collective representative action.… read more
Remedies in Austrian merger control
Remedies are modifications to proposed concentrations which are subject to mandatory merger control proceedings. They are aimed at addressing competition concerns expressed by the competent competition authorities in order to secure merger control clearance. Remedies have gained significant importance in Austrian merger control proceedings in recent years. This article provides an overview on the legal and procedural framework governing the possibility to modify proposed concentrations which already were notified to the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) as well as on the various types of remedies which were accepted in Austrian merger control proceedings so far.… read more
Governmental screening of acquisitions of German companies
The German government plans to amend the current version of the Foreign Trade and Payment Act (Außenwirtschaftsgesetz) so that any acquisition of a company by a foreign investor can be reviewed, restricted and prohibited by the German Federal Ministry of Economics and Technology (Ministry). The legislator’s intent is to prevent foreign state influences on German companies. By ensuring that the buyer is not a foreign investor owned by a foreign government, political influence by investors from certain countries will be prevented. It is likely that the new law will come into effect in the first half of 2008.… read more
New ECLA presidentFormer ECLA treasurer Paul de Jonge was elected president of the organisation at a board meeting held in Dublin in November 2007. Mr de Jonge, the managing director and general counsel of Legal BenchMarket International BV, replaces Bengt Gustafson, the former Swedish president who resigned at the meeting. Mr Gustafson was last year appointed senior vice president and chief legal counsel of the Securitas Group.… read more
