US: Third U.S. Circuit Court of Appeals Issues Landmark Ruling Dismissing Chapter 11 Case of Johnson & Johnson Subsidiary

On January 30, 2023, the Third U.S. Circuit Court of Appeals issued a landmark ruling dismissing the Chapter 11 case of LTL Management, a Johnson & Johnson subsidiary, as a bad-faith filing. The court emphasized that LTL was not in “financial distress” when it filed Chapter 11 due to a $61.5 billion “backstop” funding agreement with Johnson & Johnson. This ruling is a major blow to the popular “Texas Two-Step” strategy frequently utilized to isolate mass liabilities with a newly created entity without assets. As a result of similar high-profile Chapter 11 cases, such as Purdue Pharma, there has been great [...]

UK: Growing apart – how far and how fast?

For commercial lawyers in the UK there are a number of significant changes on the horizon, none of them are imminent, but they highlight the unique (and uncertain) position the UK finds itself in post-Brexit and they have the potential for major impacts on UK businesses if/when they go ahead. Potentially the most disruptive is the Retained EU Law (Revocation and Reform) Bill which recently had its first reading in the House of Lords. This proposes a deadline, the end of 2023, by which the government must either adopt thousands of EU regulations into UK law or see them scrapped. This would [...]

Belgium: Screening mechanism for foreign direct investments

Introduction and background 1. The Belgian economy has attracted foreign investors for decades. This has often led to sales to foreign shareholders without any involvement or supervision through a governmental authority. Some transactions are quite well-known, whereas others, such as the sale of drainage systems to American investment funds (through the so-called sale-and-leaseback) are not. And then there’s the media frenzy surrounding the Chinese government entity State Grid’s possible investment in Eandis, which is still quite fresh in our minds, as well as Ping An’s investment in Fortis. The issue of foreign investment takes on an extra dimension for companies that [...]

Czech Republic: Implementation of whistleblower protection

The Czech Republic is obliged to implement Directive (EU) 2019/1937 of the European Parliament and of the Council on whistleblower protection and to protect persons, typically employees, but also, for example, contractors who report violations of certain legislation against retaliation by the person who is violating said legislation. On 30 November 2022, the expected Whistleblower Protection Bill was presented to the Chamber of Deputies of the Parliament of the Czech Republic by the Government. The bill is now heading for a general debate at its first reading. The bill introduces a number of new obligations that will primarily affect employers with [...]

Brazil: tips for foreign companies with commercial representant

Key aspects for the termination of commercial representation contracts for foreign companies. Foreign companies from varied economical branches choose to enter the Brazilian market by contracting a commercial representant in Brazil, as happens in many parts of the world. However, often these companies are unaware of some relevant legal aspects that regulate the commercial representation locally, especially when it comes to the specific rules connected to the contract termination and its consequences. In this article we analyzed the hypothesis of termination of commercial representation contracts with indetermined expiry term and without cause, promoted by the principal. In accordance with Law n. [...]

Europe: No more online fake reviews

Attention! Does your company have an online shop? Or do you like to shop online yourself, reading reviews first? Then you should read this blog. This year, the rules for online shopping have been tightened considerably. For example, fake reviews are now legally prohibited. Paid advertising must also be clearer and the rules for sharing personal data have changed. The aim: to inform consumers more clearly and honestly. Agreements were already made at European level in 2019. These agreements are to be introduced throughout Europe in the coming years. In the Netherlands, these new (European) rules came into force on May [...]

Reform push in Swiss corporate law

Swiss corporate law has changed significantly in the past 15 years. After the fundamentally revised law on limited liability companies (Gesellschaft mit beschränkter Haftung; GmbH) came into force in 2008, the revision of the law on stock corporations (Aktiengesellschaft; AG) is now coming to an end with the entry into effect of various innovations on January 1, 2023. Swiss accounting law and commercial register law have also been fundamentally renewed in recent years. In contrast to the situation in various foreign legislations, the stock corporation has become a popular form of legal entity in Switzerland, even for small or medium-sized companies. [...]

Germany: Obligation for employers to introduce timekeeping

Facts of the Case In 2018, the applicant works council and the employers, who run a full-time residential facility as a joint enterprise, concluded a company agreement on working hours. At the same time, they negotiated a company agreement on timekeeping, but no agreement was reached. At the request of the works council, the labour court set up an arbitration committee on the subject of “Conclusion of a Works Agreement for the Introduction and Application of Electronic Timekeeping.” After the employers had objected to its right of initiative, the works council initiated the present decision procedure. It seeks to be determined [...]

UK: Visa options for Ukrainian nationals

In response to the events unfolding in the Ukraine, the UK has launched the Ukraine Family Scheme, allowing immediate and extended family members of British nationals, people settled in the UK and certain other residents to come to the UK. The visa lasts for three years and it is free to apply. As of 4pm on 20 March 2022 over 61,000 applications have been opened, with 31,000 of those having been submitted. 10,200 visas have been issued so far. Please note that this information is changing daily, so please refer to the guidance for the latest information. Eligibility To apply to the Ukraine Family [...]

Over the hills and far away

The world-wide reach of the US Chapter 11 ‘Automatic Stay’ In our global economy, it is common for companies to be doing business and have assets located in multiple countries. When such companies become insolvent, protecting assets globally can be complicated. From the debtor company’s perspective, it seeks to prevent creditors from seizing assets or pursuing collection actions against the debtor, wherever the assets or creditor may be located. Naturally, the creditor’s perspective is the opposite: creditors seek to recover payment for goods or services that were provided to the debtor. When the debtors, creditors, and assets are located in multiple [...]

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