Committee publications

  • Subject
  • Region
  • Year
Cross-border mergers and EU Directive 2019/2121: the protection of creditors and noteholders

Directive (EU) 2019/2121 of 27 November 2019 (known as the Mobility Directive) was published on 12 December 2019 and came into force on 1 January 2020. One of the main objectives of the changes introduced by the Mobility Directive was to ensure that the rights and interests of all stakeholders concerned in a cross-border merger process – in particular shareholders, creditors and employees – are protected and duly taken into account.

Released on Apr 11, 2022

Update on US tax reform

The panel discussion focused on five topics, including certain provisions included in the US Build Back Better Act (BBB, Senate Finance Committee version); US offshore lending developments; and proposals affecting the deductibility of interest expense.

Released on Apr 11, 2022

Evaluating Indian regulators’ ESG quotient

In addition to making India an investor-friendly destination by adopting ‘ease of doing business’ principles, Indian regulators have taken several strides to encourage ESG and sustainability values in the corporate legal regime. This article discusses the key initiatives undertaken by the Indian regulators to increase the ‘sustainability conscience’ of India Inc.

Released on Apr 7, 2022

Most favoured nation clause applicable to royalties covered by the Colombian tax treaty network

The Double Taxation Treaty between Colombia and the United Kingdom entered into force on 1 January 2020, and unlike other treaties in force, it excluded payments for technical services, technical assistance and consulting services from Article 12 (Royalties). Therefore, absent a permanent establishment, payments for those services would no longer be subject to a ten per cent withholding tax but would be treated as business profits. On these grounds, the analysis of the most favoured nation clauses agreed between Colombia and other countries became critical. The analysis was performed by Colombia's tax authority in a ruling issued in early 2020. Although official rulings are not binding to taxpayers, they are mandatory to tax officials. The analysis is explained in this article.

Released on Apr 6, 2022

Global developments – a government perspective (aligning the ducks)

This panel at the eleventh annual IBA Finance and Capital Markets Virtual Conference reviewed global developments in the field of taxation, which are driven at a supra-governmental level.

Released on Apr 6, 2022

Tax regime for virtual digital assets: boon or bane for the crypto industry?

India has recently provided a framework for the taxation of crypto assets. The move has been appreciated by the industry; however, in the authors’ view, the regressive tax policy adopted may do more harm than good.

Released on Apr 6, 2022

Development of the carbon market in Brazil and current tax challenges

Due to the urgent need to mitigate the climate crisis, the carbon credit mechanism has been seen as a new market business opportunity that the private sector in particular has been investing in globally. The current lack of legal provision in Brazil on the definition of the legal nature of carbon credit operations has allowed a broad scenario of debates and interpretations of the definition and relevant legal regulatory and tax impacts connected to it.

Released on Apr 6, 2022

Exclusive interview with Anna Babych, Vice-Chair of the ERF Public Policy Group and executive partner of Ukrainian law firm Aequo

ERF Officer Anna Babych, an executive partner of Ukrainian law firm Aequo, offers insight into the impact of the war in Ukraine on herself and her team. She details the day the invasion began, her decision to leave Ukraine, and her continuing work during the war.

Released on Apr 6, 2022

Tax compliance in the context of live e-commerce

The webcasting industry has played an important role in the development of the digital economy and the emerging entertainment ecosystem in recent years, but this development has highlighted new issues in tax compliance for the live e-commerce industry.

Released on Apr 5, 2022

Highlights of the revised draft of the Company Law of China

On 24 December 2021, the revised draft of the Company Law of China was released to solicit public opinion following its deliberation. The revisions reflect the development of business environment improvement and property rights protection in China and include several remarkable changes to current legislation.

Released on Apr 5, 2022

ESG in Portuguese M&A: what’s new and what’s expected

Portuguese companies are becoming increasingly more ESG-oriented, and trying to be more sustainable, to increase their value and to attract more investors. Some specific sectors are more evolved in this regard – especially the energy sector. Some key developments are pushing towards this transformation, such as Covid-19 and the Ukraine-Russia war.

Released on Mar 31, 2022

The rise of M&A and venture capital investments in the Brazilian healthcare sector

Brazilian M&A and venture capital investments have been boosted by the pandemic and by the regulator’s greater openness to technology and innovation, as this article explores.

Released on Mar 31, 2022

FDI regulation in Italy and the new provisions enacted in relation to the Covid-19 pandemic

This article discusses the regulation of foreign direct investments in Italy and provides a short overview of the veto rights of the Italian government in light of the latest provisions enacted within the context of the Covid-19 pandemic.

Released on Mar 31, 2022

The SAFE as a new seed financing instrument in the Austrian startup landscape

Commonly, simple agreements for future equity (SAFEs) are based on post-money valuation. Since their introduction, the SAFE has been used by many startups, particularly in the US. In Austria, using SAFEs as an instrument for early-stage financing is still quite novel. Therefore, the Austrian startup-finance ecosystem does not yet have standard form documents.

Released on Mar 31, 2022

The upcoming revision of German law on non-commercial partnerships

This article deals with German ‘non-commercial’ partnerships, also referred to as ‘civil-law partnerships’ or ‘non-trading partnerships’. On 1 January 2024, the German Act to Modernise the Law on Partnerships will introduce a new legal regime for German partnerships, including ‘non-commercial’ partnerships.

Released on Mar 31, 2022

The penalty clause in a company’s by-laws and the impact on M&A transactions – the opinion of the Notary Council of Milan

The article focuses on the legitimacy of clause in a company’s by-laws providing for the application of penalties and consequences on shareholders, if they breach the obligations provided in the by-laws. The article also highlights the possible consequences that the inclusion of those penalty clauses within a company’s by-laws may cause with respect to M&A transactions.

Released on Mar 31, 2022

Czech Republic FDI screening rules: their implementation and evolving practice

The Foreign Direct Investment Act, passed by the Czech Parliament in January 2021 and effective from 1 May 2021, has been introduced in response to Regulation (EU) 2019/452, which establishes a framework of screening of foreign direct investments throughout the European Union. This article sets forth a brief introduction to the main elements of screening applicable to foreign investors arising from the FDI Act.

Released on Mar 31, 2022

Are liquidation preference arrangements legally enforceable in India?

Liquidation preference arrangements are increasingly forming part of transaction documents as a way to minimise investment risks. This article discusses the priority of stakeholders and the enforceability of such arrangements under Indian laws. It further analyses the practical challenges associated with liquidation preference arrangements.

Released on Mar 31, 2022

Amendment to the Thai Civil and Commercial Code: mergers as new alternatives to M&A transactions in Thailand

Changes are expected in M&A transactions in Thailand once mergers are legally recognised under Thai law. This article details those changes.

Released on Mar 31, 2022

Aviation Law Committee Chair’s speech for 2022

IBA Aviation Law Committee Chair Serap Zuvin discusses the committee’s activities in 2021 and looks ahead to 2022.

Released on Mar 25, 2022

Hot topics in compliance part two – anti-corruption compliance trends in the US, UK and Hong Kong

The enforcement of global anti-corruption regulations by various governments worldwide has created heightened compliance regulations for companies globally. This webinar discussed the different anti-corruption regimes in three different jurisdictions respectively, as well as comparing the similarities in the compliance requirements.

Released on Mar 23, 2022

Why lawyers should never underestimate the importance of communication

Communication is an art rather than a science, and effective communication skills are essential to law practitioners. However, effective communication with clients isn’t something that most lawyers give much thought. This article provides communication advice for lawyers.

Released on Mar 21, 2022

European Regional Forum Western and Israel Regional Working Group report

An update on the latest trends in the Italian market for startups and benefit corporations, better known as B Corporations.

Released on Mar 21, 2022

A short presentation of the activities of the D&I working group

The D&I working group wants to understand more about how diversity and inclusion is perceived by European law firms, as well as try to learn from each other’s experiences and help European independent law firms to be aware of D&I needs and implement proper actions.

Released on Mar 21, 2022

Digital economy update

A report on a session at the 11th Annual IBA Finance & Capital Markets Tax Virtual Conference. The panel sought to address and provide insight on the following topics: the status of the digital service tax across different jurisdictions; the current attitudes of the tax authorities with digital businesses, particularly in relation to enforcement; and other developments including the Directive on Administrative Cooperation 7.

Released on Mar 11, 2022

From the Co-Chairs - Arbitration Committee bulletin March 2022

Welcome to our first newsletter of the year. For this edition, as part of our continuous commitment to promoting international arbitration practice and a more diverse and inclusive arbitration community, we have a selection of 22 articles covering a wide range of subjects (from interim measures to the role of administrative secretaries) and jurisdictions (from New Zealand to Venezuela). We are also bringing fresh and contemporary material such as arbitrating indigenous disputes, arbitration and compliance, Covid-19 and M&A transactions, human rights, and transnational blockchain-based arbitration.

Released on Mar 4, 2022

From the Editors - Arbitration Committee bulletin March 2022

It is a pleasure to open year 2022 with a solid edition of the IBA International Arbitration Committee’s Newsletter, with articles covering a wide range of topics of interest to the arbitration community.

Released on Mar 4, 2022

Lex Cryptographia: Guidelines for ensuring due process in transnational blockchain-based arbitration [1]

Blockchain-based arbitration is just like traditional arbitration except it takes place on blockchains, such as Ethereum. The arbitration agreement forms part of the smart contract, arbitrators are selected using random numbers extracted from the blocks in the blockchain and the award is also embedded in a self-executable smart contract. There is currently no regulation in transnational blockchain-based arbitration. Any such regulation faces a number of serious challenges, such as how to determine the applicable jurisdiction in a blockchain-based arbitration. This article seeks to address such challenges by suggesting some possible guidelines.

Released on Mar 4, 2022

The conduct of the parties in international arbitration: the current state of play

In recent times, arbitrators have been under the microscope but what about the conduct of parties in international arbitration? Generally, less has been published on this topic although there are repeated complaints in the international arbitration community about party conduct and whether there is a lacuna which requires increased regulation. In the authors’ opinion, the conduct of party representatives is being – and will continue to be – increasingly scrutinised in international commercial arbitration. With this in mind, this article provides insight into key international ethical rules and guidelines (including the sanctions available for misconduct), assesses the current state of play and outlines ideas to improve the state of play to ensure that party representatives are held accountable for their actions and to protect the fair and effective resolution of disputes. None of the opinions in the article refer to specific cases and none should be implied. The comments are only intended to be by way of general background and should not be construed otherwise.

Released on Mar 4, 2022

Reconciling the role of tribunal secretaries in international arbitration

Seeking to facilitate the conduct of arbitral proceedings, tribunals have increasingly resorted to the assistance of ‘tribunal’ or ‘administrative’ secretaries (“Secretaries”). Although reliance on Secretary support is not novel, their engagement in arbitrations has sparked considerable debate over the potential for misuse.

Released on Mar 4, 2022