Date Title Group Language 8/9/2010 Proposed changes to German employee data protection law Employment, pensions and benefits; Intellectual property/ information technology English Germany’s federal government recently proposed amendments to the existing laws on employee data protection. Once enacted, the new regulations would apply to practically all data collected and used by employers over the course of an employment relationship. One aim of the proposed amendments is to provide for increased protection of employees against secret surveillance measures at the workplace. As a result, the new regulations would in particular affect internal investigations to uncover cases of white-collar crime. The draft law would also restrict background checks on applicants. Overall, companies in Germany will face tougher rules on the collection, processing and use of employees’ personal data. (September 2010)
6/9/2010 Tax English An issue frequently raised by Brazilian parent companies investing abroad is what level of ‘local substance’ is required for a European holding company set up by a Brazilian group. Unfortunately, there are no hard and fast rules. This article sets out some key points to consider based on international tax principles, EU tax considerations, local tax considerations in typical EU member states and our understanding of Brazilian tax concerns. (September 2010)
31/8/2010 Third energy account: the 2011-13 incentives for photovoltaic power generation Energy English The third energy account confirms incentives for the installation of photovoltaic power plants in Italy and modifies the deadline for admission to the second energy account. In addition to simplified authorisation procedures for installation and reconstruction of the plants, it offers 20-year feed-in tariffs that are linked to the production of electricity and may, therefore, be added to the proceeds from (i) the sale of electricity on the free market, (ii) reverse metering (scambio sul posto ) or (iii) power off-takes (ritiro dedicato ) by Gestore dei Servizi Energetici.
The incentive scheme applies to plants that will become operational within 14 months of the 3,000MW capacity being installed and decreases over time and in accordance with the increased capacity of the plant. (August 2010)
31/8/2010 UK defined-benefit pension schemes and corporate restructurings Employment, pensions and benefits English This briefing explains why pension deficits can be a critical issue in a corporate restructuring and how pension scheme trustees, the Pensions Regulator and the Pension Protection Fund can be key players in the process and outcomes. (August 2010)
27/8/2010 US antitrust authorities release new Horizontal Merger Guidelines Antitrust, competition and trade English The United States antitrust agencies recently released the final version of the revised Horizontal Merger Guidelines (2010 Guidelines), issued first in draft form in April for public comment. The 2010 Guidelines are designed to better align with current agency practice, reflecting the fact-intensive, economically-driven, multi-faceted approach to merger review currently practiced by the Agencies. (August 2010)
23/8/2010 Duties of supervisory board and powers of activist shareholders revisited Corporate English In its recent decision on ASMI the Supreme Court of the Netherlands confirmed that the strategy of a company is part of the management board’s competency. In principle, the management board is not required to involve shareholders before its decision making in matters of strategy or to enter into discussions with activist shareholders that disagree with the management board’s position. Furthermore, the supervisory board is not obliged to mediate in conflicts between the management board and the shareholders, and the management and supervisory board are free to appoint (strategic) advisers, even if these advisers play a crucial role with respect to the policies of the company. This briefing explains these and other findings and summarises their implications for Dutch businesses. (August 2010)
23/8/2010 High Court rules on company voluntary arrangement challenges Finance English The High Court has in the past month ruled on two challenges to company voluntary arrangements (CVAs) on the grounds of unfair prejudice and material irregularity, reaching a different conclusion in each case. This briefing examines the facts and findings of each case and their possible impact on future CVA structures. (August 2010)
17/8/2010 Chinese Ministry of Commerce imposes conditions on Novartis for its acquisition of Alcon Antitrust, competition and trade English On 13 August 2010, the Chinese Ministry of Commerce (MOFCOM) conditionally cleared the acquisition by Novartis of Alcon. This marks the sixth occasion that MOFCOM has imposed conditions since China’s Anti-monopoly Law came into effect in August 2008. This briefing explores the conditions in more detail. (August 2010)
13/8/2010 United States tightens rules on foreign tax credits and other international tax provisions Tax English On August 10, provisions tightening US foreign tax credit and other international tax rules became law. This briefing summarizes key provisions that: deny foreign tax credit benefits produced by treating share acquisitions as asset acquisitions for US tax purposes; limit foreign tax credits arising from controlled foreign corporations’ investments in US property; and deny foreign tax credits for foreign tax on income that the person claiming the credit has not yet recognized for US tax purposes.
This briefing provides only general information, not advice on which you can rely to avoid US tax penalties. (August 2010)
11/8/2010 High Court considers the balance sheet test of insolvency in the context of a securitisation transaction Finance English The recent case of BNY v Eurosail 1 is an important modern decision on the balance sheet test of insolvency. The High Court considered whether a note issuer was unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 and whether, if the issuer was insolvent, the existence of a post-enforcement call option agreement (PECO) entered into by the issuer would change the court’s analysis. The High Court held that (1) the issuer was not insolvent, (2) ‘taking account of’ contingent and prospective liabilities does not require such liabilities to be aggregated at their face value, (3) the balance sheet test is not necessarily the same as the accounting test and (4) the use of a PECO does not cure balance sheet insolvency. (August 2010)
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