Business Law International (BLI)

This article has been written for those who aspire to make a difference through their work in a way that imagines succeeding without exploiting others or our planet – the ‘aspirational leader’. Such leaders embrace the idea of an organisation animated and self-assessed by the value it provides to society (‘social value purpose’). They reject the profit-centric, near-term, fixed mindset that privileges profits over people and our planet. They believe in and aspire to realise the innovative energy of capitalism that can be harnessed to achieve positive, sustainable economic and non-economic returns for all of society’s stakeholders.

However, aspirational leaders are soberly and realistically aware of the challenges, obstacles and resistance that need to be overcome to realise this reality. They appreciate the practical limitations that restrict even enlightened boards, chief executive officers and investors from wholly embracing social value purpose, not to mention the dynamic and complex environments in which these organisation’s leaders operate.

The beginning of the end of the Covid-19 pandemic is in sight, and with it is coming an exceptional opportunity for aspirational leaders. We are now evolving into a ‘new normal’ where the old ways of doing things are being questioned and examined. Not only can we make the obvious, incremental, visible improvements to our daily work routines, but we can also change some of the outdated, largely invisible, fundamental assumptions that, pre-pandemic, guided our daily lives.

What is this opportunity for deeper, more meaningful change? It is to embrace a social value purpose for your life and organisation and infuse it with leader character. With purpose and character acting as powerful, mutually reinforcing drivers, a virtuous cycle can take hold in your organisation.

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Tax authorities around the globe are increasingly eager to identify areas where taxpayers might be seen to circumvent the intention of various revenue laws, be they domestic or international. This theme has resulted in a corresponding increase in tax reporting regimes, which, when viewed objectively, are not technically tax in the traditional sense of a compulsory contribution to state revenue, but rather merely a compulsory provision of information to the tax authorities of activity falling within certain parameters.

This article focuses on one of the most comprehensive regimes, European Union Directive 2018/822 of 25 May 2018 – referred to as DAC6 – but also offers some broader observations on other, similar regimes and considers what may lie ahead in relation to tax reporting and information sharing.

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The surge in popularity of special purpose acquisition companies (SPACs) in the United States has attracted much attention from private equity companies, asset managers, entrepreneurs, professional advisers and regulators. It has also inspired stock exchanges in other jurisdictions to consider introducing and/or enhancing listing rules on SPACs. A SPAC is a company formed by a sponsor to raise capital in an initial public offering (IPO) for the purpose of merging with or acquiring one or more unspecified private businesses or assets through a business combination. A SPAC is often referred to as a ‘blank check company’, as there are no restrictions on the type of businesses or assets that can be targeted by a SPAC. SPAC acquisitions are typically seen as an exit strategy for young, fast-growing companies looking to go public. While the SPAC structure is also seen in other countries, such as Canada, Germany, Italy, Malaysia, South Africa, South Korea and the United Kingdom, SPACs have been most successful and established in the US.

This article explores recent trends in the SPAC landscape, reasons for SPAC listings and the lifecycle of a SPAC. The article then dives into the SPAC regime in the US, with a comparison to the proposed framework in Singapore, as well as key issues to look out for at the IPO and business combination stages of a SPAC.

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In this article the author debates what is, in his view, one of the most baffling puzzles in an area of law that is fundamental to private law, namely the law of insolvency, and why the law is so completely different in its application to corporations, banks and sovereign states. In attempting to unravel this apparent departure from coherence and rationality in the world’s legal systems, the author concludes that the issues invoke basic notions about what the law is for and the role of freedom and restriction in the law.

Insolvency is the great driver of corporate, commercial and financial law because of the passions it arouses in both debtors and creditors and societies generally. These passions flow from the destruction that bankruptcy inflicts upon the people involved. There is not enough money to go round and so the law has to choose who wins and who loses, who is the victor and who the victim − choices that at last cannot be avoided. Everything in insolvency law is controversial.

Yet despite these relentless consequences, the approaches taken by the law in the case of the three great classes of debtor − corporations (as well as individuals), banks and sovereigns − are fissured and splintered on practically every issue. The author selects a few issues to illustrate this diversity.

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• Volume 22 Number 2, May 2021
• Volume 22 Number 1, January 2021
• Volume 21 Number 3, September 2020
• Volume 21 Number 2, May 2020
• Volume 21 Number 1, January 2020
• Volume 20 Number 3, September 2019
• Volume 20 Number 2, May 2019
• Volume 20 Number 1, January 2019