In our article, we will highlight recent developments and key issues for corporate governance in Switzerland. Several developments are driven by the new corporate law reform that has been passed last year. This includes a new gender quota, fine-tuning of executive compensation regulation, and other corporate governance topics. In addition, we will discuss the new disclosure regime for environmental, social and governance (ESG) matters which has been introduced in part by a separate bill (a counter-proposal to the popular initiative for responsible business) and which is relevant for (i) listed companies and certain other larger companies generally; (ii) companies trading or processing conflict minerals; and (iii) commodity companies. Continue reading “Corporate governance in Switzerland: new ESG disclosure rules, gender quotas and related developments”

Adapting Mexican corporate governance policy related to new market realities would need corporate law reform with the backing of enforcement. Nevertheless, certain local instruments – which lack binding force and which may, at best, fit in the category of ‘soft law’ – attempt to direct corporate practices through a voluntary approach. This is the case with the Código de Mejores Prácticas Corporativas (Code of Best Corporate Practices), which was issued by the Consejo Coordinador Empresarial (Business Coordination Council) and follows the OECD Principles of Corporate Governance, first published in 1999. On the other hand, the legal framework tackling the topic is condensed into two bodies of law, namely, the Ley General de Sociedades Mercantiles (Commercial Entities General Law) and the Ley del Mercado de Valores (Securities Market Law), both of which deal with, inter alia, the liabilities of directors and boards, the independence of the latter, and minority rights. Continue reading “Corporate governance in Mexico: overview and trends 2021”

Transactions for the transfer of assets of commercial enterprises, and commercial enterprises in toto, have always been somewhat controversial under Turkish law. A threshold issue is whether, under applicable law, the divested asset(s) comprise the seller’s total enterprise. In this respect, it is important to start with the definition of an asset transfer under Turkish law. Asset transfer is defined as the transfer of ownership of an asset, group of assets, or business from one natural or legal person to another natural or legal person. However, the transfer of a substantial asset of a commercial entity or merchant is considered a transfer of a commercial enterprise. When an asset is going to be purchased in Turkey, an assessment must be made to determine whether it is an independent asset, or constitutes a commercial enterprise. Continue reading “Substantive and procedural issues in asset purchases under Turkish law”

On 20 September 2019, the Brazilian federal government, lead by the president Jair Messias Bolsonaro, enacted Law No 13,874/2019 (the Brazilian Economic Freedom Act), which was passed with the aim of (i) reducing day-to-day bureaucracy for Brazilian investors, (ii) establishing free market guarantees and (iii) providing greater legal certainty for Brazil’s business environment. As a result, the Brazilian Economic Freedom Act has promoted relevant changes in several Brazilian laws, such as the Brazilian Civil Code, the Corporation Law, the Public Record Law and the Brazilian Labor Code. Continue reading “M&A in Brazil: the practical impact of the new Economic Freedom Act and the Coronavirus pandemic”

2020 tested the resilience of organisations in ways that were unprecedented and, with further restrictions on movement imposed at the start of the new year, continued disruption seems inevitable for the foreseeable future. For many, continued homeworking – and the challenges that brings – is likely to be an everyday feature of life for some time yet, putting IT resources under pressure and requiring users to deal with unfamiliar software and processes. This is fertile ground for criminal gangs keen to exploit disruption for financial or other gain. Continue reading “Cybercrime: tackling the many faces of a growing threat”

The risk of white-collar crime in the UAE is high, but authorities are increasingly proactive in taking steps to prevent, detect and prosecute crime and thereby to enhance the country’s profile as a safe investment destination. Continue reading “White-collar crime developments and trends in the UAE”

We understand that it would be frustrating to get detained in China (or elsewhere indeed), but it doesn’t mean that you can do nothing about it – you still have the chance to not get formally arrested or prosecuted, or obtain a not-guilty verdict under the PRC criminal law regime. The key is to act swiftly, get the professional advice from local practicing lawyer and develop your defence strategy and present it to the authorities as early as possible. It gets more and more difficult to get out of the situation when things move on to the next stages. Below are some suggestions about what you can do, or should be aware of, if you get detained/arrested in China, with some specific to white-collar crime: Continue reading “What to do if you get detained in China for white-collar crime”

The Covid-19 pandemic has brought about significant challenges for many businesses, and a heightened risk of financial difficulty and insolvency. While the number of formal insolvencies has been relatively low thus far, troubled businesses may be forced to pursue accelerated asset disposals, or may themselves present an attractive investment opportunity for new equity stakeholders capable of providing new capital. There are market indicators of a continuing appetite for acquisitions in 2021, particularly acquisitions of businesses that have been impacted by the Covid-19 crisis but are fundamentally sound. Continue reading “Transacting with troubled companies: navigating stressed, distressed, and insolvent acquisitions”

Thank you very much to those who completed the Board of the Future survey. Your involvement has given us some valuable insights into the quality and focus of leadership. A measure of any board’s worth is its flexibility and ability to respond to change and challenge. The survey shows a significant altering of priorities, particularly towards employee well-being and the shape of the future workplace. Concerns that were high on the agenda pre-Covid remain so: digital transformation for example, an area which is likely to see an even greater pace of change. It will be interesting to see this time next year, in hopefully a Covid-light situation, if these altered priorities remain high on the agenda. Continue reading “The board of the future: altered priorities”