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Committee publications

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Internal investigations: recent developments

An interview with Claudio Visco, IBA Secretary General. In this interview, Claudio discusses the impact of the rise in internal investigations on the global legal landscape and the challenges they face, drawing upon his experiences in managing corporate investigations.

Released on Sep 1, 2022

New ESG self-regulatory developments in Switzerland

The purpose of this article is to summarise recent developments in the asset management sector in Switzerland in the field of environmental, social and governance criteria (ESG). In view of the recent developments, especially in the European Union, the Swiss Government’s objective is to prevent international disparities as regards ESG regulations, in particular as to the prevention of ‘greenwashing’ and creating the conditions to strengthen the creditability and quality of the Swiss financial market as a whole, and the Swiss asset management and financial products industry in particular on sustainability.

Released on Aug 19, 2022

AIFMD II: The latest developments

EU Directive 2011/61/EU, commonly known as the Alternative Investment Fund Managers Directive (the ‘Directive’ or ‘AIFMD’), came into force on 22 July 2013 and had a profound effect on the alternative investment fund industry, not just within the European Union but across the world. This article provides a brief overview of (1) the proposed timeline for AIFMD II; (2) the latest developments in the process; and (3) the likely impact of the proposed changes on the alternative investment funds industry.

Released on Aug 19, 2022

Takeaways from the 11th Balkan Legal Forum

Released on Aug 10, 2022

EIOPA considers the application of the EU Insurance Distribution Directive

The EU has produced two recent publications on the Insurance Distribution Directive concerning distribution of insurance products, on the application of the IDD and other on sanctions. This article highlights recent developments in the operation and regulation of insurance intermediaries within the European Union.

Released on Aug 9, 2022

Ireland awaits the new EU Insurance Recovery and Resolution Directive

A new recovery and resolution framework for EU failing insurers and reinsurers is making progress, and is scheduled to be implemented by EU Member States by the end of 2024. The new framework (IIRD) includes regulatory tools to deal with distressed insurers such as solvent run-off, sale of the business, bridge undertaking, asset and liability separation and ‘bail-in’ (write-down and conversion).

Released on Aug 9, 2022

The applicable substantive law: an absent debate in the current international investment legal reform proposals

In this article, the author reviews the history of investment claims and the current backlash the system faces. In particular, the article deals with an issue unaddressed in most relevant discussions on international investment legal reform, namely the substantive law applicable to foreign investment.

Released on Jul 29, 2022

Filing an opposition to register a trademark in Cyprus and the new procedure under the amended Trademarks Act

Filing an opposition to register a Trademark in Cyprus and the new procedure under the amended Trademarks Act.

Released on Jul 27, 2022

Outlining trademark strategies to endure economic adversities

This article the benefits of implementing trademark strategies that allow to create new lines of business, alliances or revenue opportunities using the existing brand and intellectual property.

Released on Jul 27, 2022

SUSEP Resolution 407/2021: freedom for parties to negotiate contract terms for large-risk insurance in Brazil

The highly anticipated SUSEP Resolution 407/2021 allows parties to negotiate contract terms freely for large-risk insurance in Brazil, instead of being bound to use the template wording created by the regulator.

Released on Jul 27, 2022

‘How to invest?’ That is the question

The investment obligations for VOD Providers applicable in Portugal following the transposition of Directive (EU) 2018/1808 which amends the Audiovisual Media Services Directive

Released on Jul 27, 2022

NFTs: a Brazilian legal perspective

This article provides an overview of the legal implications for non-fungible tokens (NFTs) in Brazil, specifically in relation to their impact on intellectual property rights and data protection.

Released on Jul 27, 2022

Transfers of significant holdings in a Spanish insurance brokerage: the new regime

The Royal Decree-Law 3/2020 of 4 February 2020 has transposed insurance distribution (IDD) in Spain, establishing a control regime for acquisitions of significant holdings in insurance brokers. The new regime is similar to the now repealed Law 26/2006 of 17 July 2006. This article outlines the new law’s main features and penalties.

Released on Jul 27, 2022

Annual World Life Sciences Conference

At the recently concluded 8th Annual World Life Sciences Conference in Paris, friends and colleagues across the world finally met in person to discuss a wide array of topics from different sectors of the healthcare and life sciences industry. This report summaries the events of the conference.

Released on Jul 27, 2022

EU concerns about cybersecurity in the financial sector

The EU’s European Council and the European Parliament have reached a provisional agreement on a new cybersecurity regulation with implications for the insurance sector. As a result of the proposed regulation, the Swedish Financial Supervisory Authority proposes to extend its supervision in this area.

Released on Jul 27, 2022

Insurance division yields market multiplication

The purpose of this article is to acquaint insurance practitioners with the mechanics of division through an overview of the Illinois transaction.

Released on Jul 27, 2022

US insurance regulators ask: What is a ‘bond’?

US insurance regulators are engaged in a far-reaching project to define what a ‘bond’ is for purposes of regulating insurance company investments.

Released on Jul 27, 2022

Climate change: COP26 and the impact on insurers in Zimbabwe

The study of climate change’s far-reaching consequences on all types of insurance – and on insurance law – is important. Insurers are dealing with this uncertain environment in a spectrum that runs from direct engagement to, perhaps, complete avoidance.

Released on Jul 27, 2022

US tort system: insurance bad faith and extra-contractual damages can level the playing field with your insurance company

International companies should be aware of the bases in US law for holding insurance companies liable for bad faith and related above-policy-limits liabilities in the wake of unfounded claims denials or payment delays. The opportunity to press such claims under the right circumstances provides policyholders with crucial leverage when claims are wrongfully denied.

Released on Jul 27, 2022

Outsourcing in the insurance distribution arena: some thoughts from the Spanish perspective

The Insurance Distribution Directive contains no provisions about outsourcing by insurance distributors. This article describes how outsourcing is governed in Spain and some issues observed so far. It comes to the conclusion that European Union regulatory harmonisation is needed in this area.

Released on Jul 27, 2022

Group capital calculation legislation in New York

New York State is considering legislation that would implement the Covered Agreements on insurance regulation between the US and the EU and the UK, respectively (the Covered Agreements). However, the legislation does not contain the reciprocity language required by the Covered Agreements, apparently leaving this for regulation in the discretion of the New York Superintendent of Financial Services (the state’s insurance regulator). This may leave the legislation vulnerable to federal pre-emption.

Released on Jul 27, 2022

Earn-out clauses and using an SPA to provide a purely symbolic purchase price

The article analyses the validity of earn-out clauses and the legitimacy of the provision of a purely symbolic price in sale and purchase agreements.

Released on Jul 21, 2022

New initiatives in the Chilean venture capital ecosystem

Chile has seen a significant growth in venture capital investments, in line with the explosive growth of the industry in Latin America. With a more mature ecosystem, which is growing every day and already has some relevant success cases such as Cornershop, NotCo and Betterfly, Chile is on its way to become a venture capital hub in the Latin American region. New initiatives have been created, both from the public and private sectors, with the purpose of strengthening the venture capital ecosystem and promoting investments.

Released on Jul 21, 2022

None of your business: the board of directors is not liable if it proves its due diligence in the course of action – but what happens if the company is a bank?

Pursuant to the Italian business judgement rule, directors are liable for damages caused to the company by their management decisions only where it is proven that they failed to take appropriate precautions, perform checks and acquire information in the relevant decision-making process. For banking companies' directors, however, a reversal of the burden of proof operates: such directors (including non-executive directors) are ‘presumed to be guilty’ in the event of damaging events or misconduct.

Released on Jul 21, 2022

Austrian Supreme Court decides on the effects of Brexit on 'Austrian' limited companies

The Austrian Supreme Court had to decide on the effects that Brexit has had on British Limited Liability companies that have their administrative headquarters in Austria. Such companies are now to be regarded as civil-law partnerships under Austrian law, resulting in unlimited liability of the company’s shareholders and the transfer of the assets of the company to the shareholders.

Released on Jul 21, 2022

Thailand: digital transformation of corporate governance

Thailand’s laws are supporting a transformation from ‘paper based’ to ‘electronic data’, in order to attract foreign investment and facilitate business operations, as this article explains.

Released on Jul 21, 2022

Shareholder primacy: how to harmonise theory and practice regarding the purpose of a company pursuant to Chilean corporate law

This essay (1) provides a brief overview of recent trends regarding the purpose of a company from a managerial economics and business strategy perspective, and (2) addresses how those theories may fit under the shareholder primacy rule as stated by Chilean corporate law.

Released on Jul 21, 2022

New 'put-up or shut-up' regime for public M&A in Ireland

The Irish Takeover Rules are set to be revised, following a consultation process run by the Irish Takeover Panel, the takeover regulator for Ireland. This article provides an overview of how the Irish 'put-up or shut-up' regime is to be overhauled by: (1) the introduction of a mandatory 42-day 'put-up or shut-up' deadline for all publicly identified possible bidders; and (2) a new obligation for targets to name all potential bidders when announcing a possible offer.

Released on Jul 21, 2022

Equity crowdfunding in Brazil: a closer look at the recent regulatory development

Despite all of the difficulties, in the last two years the Brazilian equity crowdfunding ecosystem has exceeded all expectations and proved its maturity. Perceiving the growth potential of this market, the Brazilian Securities and Exchange Commission has issued a set of updates to the equity crowdfunding regulation, which will be addressed in this article.

Released on Jul 21, 2022

The authority of a sole director of a private limited company in the UK following Hashmi v Lorimer-Wing

This article examines the recent English case of Hashmi v Lorimer-Wing and its consequences for single-director companies registered in the United Kingdom. The background to the decision is explained and practical solutions are offered to companies caught by the decision

Released on Jul 19, 2022