Wednesday, August 31, 2016

M&A documentation in Belgium


Preliminary agreements

What preliminary agreements are commonly drafted?

Letters of intent

A letter of intent is used in the majority of transactions. The level of commitment of the parties to deal completion may differ. However, parties should take into account the fact that an agreement has in principle binding force as soon as the parties agree on:

Gibraltar Companies Act 2014 (PDF)

Dilma Rousseff impeachment: Everything you need to know about Brazil's political crisis

The removal of Brazil's president marks the end of a year of turmoil - but what happens next?

The Brazilian senate has voted to remove Dilma Rousseff from office, ending 13 years in power for her left-wing Workers’ Party.
Michel Temer, the acting president, will serve out her term, which comes to an end on 1 January 2019.

Ukrainian President: Center of administrative services is new symbol of transparent and efficient government

In the course of the working trip to the Donetsk region, President Petro Poroshenko has taken part in the ceremony of opening the center of administrative services of the Mariupol City Council.
Petro Poroshenko called the given event another step towards transparency of government, struggle against corruption and bureaucracy using modern digital technologies.

Statement on detention and treatment of the Deputy Chairman of Mejlis of the Crimea Tatar People Ilmi Umerov

British Embassy Kyiv

The detention and treatment of the Deputy Chairman of Mejlis of the Crimea Tatar People, Ilmi Umerov, is a cause of deep concern. Umerov’s forced detention and examination in a psychiatric unit, along with reports of his deteriorating health are disturbing. We call on the Russian authorities to respect international human rights standards; to release Umerov without delay; and to allow him access to the medical care that he needs.

It is clear that human rights standards are not being met in Crimea and we continue to call on the Russian Federation to allow immediate, unfettered access to all international human rights monitoring bodies. We do not, and will not, recognise Russia’s illegal annexation of Crimea. Russia must return Crimea to Ukraine.

Brazil's Senate dismisses Rousseff for breaking budget laws

Brazil's Senate removed President Dilma Rousseff from office on Wednesday for breaking budgetary laws, ending an impeachment process that has polarized the scandal-plagued country and paralyzed its politics for nine months.

Senators voted 61-20 to convict Rousseff for illegally using money from state banks to boost public spending, putting an end to 13 years of leftist Workers Party rule in Latin America's largest economy.

Will Apple’s Gloomy Tax Penalty Have a International, Silver Lining?

By  LXBN | August 31, 2016

Well the piper has finally caught up to Apple, after a 25-year tax deal with Ireland’s government has left them on the hook for an exorbitant €13 billion penalty. After years of calling for corporate tax reform, this may be a “careful what you wish for, Tim Cook” moment.  

Apple is, predictably, furious, and vows to appeal the decision (as does Ireland) they say would “upend the international tax system.” The European Commission (EC), also predictably, seems ready for a fight here following their decision. With legal fees about to start flowing freely the question that remains is: Could Apple change the way we govern international tax law?

Ukraine extends sanctions lists, adding 259 individuals, 46 companies

Ukraine's Cabinet of Ministers has extended sanctions lists, adding 259 individuals and 46 companies, Ukrainian First Vice Prime Minister Stepan Kubiv said at a press conference in Kyiv on Wednesday.
A relevant decision was taken by the Ukrainian government at its meeting in Kyiv on the same day.
"The government has decided to extend the list of individuals and legal entities subject to sanctions with new 259 persons and 46 companies," he said.
The Cabinet also decided to prolong existing sanctions against 388 individuals and 105 companies, which were introduced earlier, he said.

Let’s Kill All The Lawyers

From what play is the line, “The first thing we do, let’s kill all the lawyers”?
Hint: Most people know the famous quip came from Shakespeare, but of the Bard’s large cast of characters, it’s been said this one would hardly be remembered if not for this line.

So You Might Sell Your Business Someday. Do You Need a Broker?


This is the second installment of a series discussing potential pitfalls of which closely held business owners should be wary when they are trying to sell their business. Here’s a link to our first installment.

After a lifetime of pouring time and energy into growing and expanding, Pawlenty Energy, JR and Sue Ellen Pawlenty are ready to sell their business and retire. Having never sold anything of this magnitude, JR and Sue Ellen have no idea where to start to try to sell their company.  Even more challenging is that, until the money exchanges, they must continue to run their business. Marketing to sell their company will be a hassle that could negatively affect their operations, their personnel and their reputation both with their customers and with their vendors.  Their friend Nancy Noitall recommended that they hire a business broker to assist them in handling the sale.  Is this a good idea?

Five Tax Tips for Gambling Income and Losses

Report any gambling winnings as income on your tax return. Be sure you itemize to deduct gambling losses up to the amount of your winnings. If you are a casual gambler, these tax tips can help:

Gambling income.  Income from gambling includes winnings from the lottery, horse racing and casinos. It also includes cash and non-cash prizes. You must report the fair market value of non-cash prizes like cars and trips.

Payer tax form.  If you win, the payer may give you a Form W-2G, Certain Gambling Winnings. The payer also sends a copy of the W-2G to the IRS. The payer must issue the form based on the type of gambling, the amount you win and other factors. You’ll also get a form W-2G if the payer must withhold income tax from what you win.

Nightmare in Tashkent

Uzbekistan has suffered quarter of a century of terrible misrule

Tomorrow the people of Uzbekistan will mark 25 years since their country’s independence from the Soviet Union. Until this week it appeared that they would have little to celebrate. That changed with reports yesterday that the long and brutal rule of their president, Islam Karimov, may at last be near its end.

Wedged between the Kazakh steppe and the mountains of Afghanistan, Uzbekistan has for most of Mr Karimov’s tenure been one of Asia’s nastiest dictatorships. He has created a police state worthy of the Stasi. He has authorised torture on a mass scale and the use of live fire…

Russia’s War in Ukraine: The Medals and Treacherous Numbers (Billingcat report PDF)

The war in eastern Ukraine is known under multiple names; most often formulations similar to Ukrainian civil war or Ukrainian conflict are still used to describe the war. 

The implied characteristic as solely internal Ukrainian conflict is heavily disputed and an active Russian participation is widely accepted. While there is now plentiful evidence documenting a direct and decisive participation of Russian servicemen and the Russian armed forces in the fighting in eastern Ukraine since summer 2014, it is however not possible to support the various claims about the size of the Russian involvement using public available information. 

Ukraine, Kazakhstan to set up JV for uranium mining

Ukraine's Ministry of Energy and Coal Industry, the Energy Ministry of Kazakhstan and Kazakh National Nuclear Company Kazatomprom have agreed to establish a joint venture (JV) for uranium mining in both countries, Ukrainian Energy Minister Ihor Nasalyk has said, commenting on the results of his visit to Kazakhstan in mid-August.

"Kazakhstan has the best desalination technology in uranium mining. We've agreed that they will create a joint venture and begin to work on our deposits. They will give one deposit in the territory of Kazakhstan to the joint enterprise," he said on the air of TV Channel 112.

KHNP and Energoatom signed a Memorandum of Understanding in the field of nuclear energy

On August 31 in Kyiv, NNEGC "Energoatom" and the company Korea Hydro & Nuclear Power (KHNP) signed a memorandum of understanding to expand cooperation in the nuclear energy sector, which will promote the interests of sustainable social and economic development of Ukraine and the Republic of Korea.

The main areas of cooperation will be completion of units # 3 and 4 on Khmelnitsky NPP and the project "Energy bridge Ukraine - European Union".
The Memorandum of Understanding has been signed by the President of Energoatom Mr. YuriyNedashkovsky and the President and CEO of KHNP Dr. Seok Cho.

France demands an end to TTIP talks

Trade minister blames lack of progress on US intransigence and the president François Hollande said France would not support a deal this year

France’s trade minister has increased the pressure on the proposed EU-US trade deal by calling for the talks to be called off.

Matthias Fekl, the French minister for foreign trade, tweeted that his government demanded negotiations on the Transatlantic Trade and Investment Partnership (TTIP) should cease.

Ireland Companies Act 2014 (PDF)

Business courts in the United States

The modern creation of specialized Business Courts in the United States, sometimes referred to as Commercial Courts, began in the early 1990s, and has expanded greatly in the last ten years. 

Business courts (or more accurately business programs or divisions within existing trial level courts) have been established and are operating in New YorkChicagoNorth CarolinaNew Jersey, Philadelphia and Pittsburgh, Pennsylvania, Reno and Las VegasNevadaMassachusettsRhode IslandMaryland, Orlando, Miami, Ft. Lauderdale, and Tampa, Florida, Pittsburgh, Pennsylvania, Michigan, Cleveland, Toledo, and Cincinnati, Ohio, Iowa, Jefferson County, Alabama, Maine, New Hampshire, Atlanta and Gwinnett County, Georgia, Colorado's 4th Judicial District, Delaware's Superior Court, and South Carolina. In New York, Chicago, Philadelphia, Massachusetts, North Carolina, and New Jersey, the original business programs have been expanded by adding additional judges and/or by expanding into additional counties.

Tuesday, August 30, 2016

The Court after Scalia: Standing at the crossroads on voting rights

Richard L. Hasen is Chancellor’s Professor of Law and Political Science at the University of California, Irvine.

When it comes to jurisprudence on voting rights, the Supreme Court stands at a crossroads. If the Court ends up with a new liberal majority, it could limit the ability of states to pass restrictive voting rules such as voter identification laws, boost minority voting power in legislative and congressional districts under the Voting Rights Act, and continue using the constitutional racial gerrymandering cause of action to protect minority opportunity districts.

A new conservative majority would be more likely, although not certain, to allow states greater leeway to pass laws which make it harder to register or vote, limit minority voting power in legislative and congressional districts under the Voting Rights Act (perhaps even holding Section 2 of the act, which gives minorities a greater share of political power, unconstitutional), and retool the constitutional racial gerrymandering cause of action to make it harder to draw minority opportunity districts.

Employers Have Just 3 Months to Get Your FLSA House In Order!

By Corie J. Tarara on August 30, 2016 POSTED IN MINIMUM WAGEOVERTIME

As the Minnesota State Fair is here with everything “on a stick”, and the Renaissance Festival is back to jousting…it is signaling the end of summer, and beginning of a new school year – or in our case – a new FLSA year. The December 1, 2016 deadline is just three months away; similar to school, it’ll be here before you know it. What can (and should) employers being doing now to prepare?  Get your house in order…you only get one take on this!

Is the tide turning against voter ID laws?

The right to vote is fundamental to American democracy—as is the integrity of each vote. Which is why the debate over whether voter ID laws prevent fraud or encourage disenfranchisement has been raging for years.

Election law experts have long held that the biggest voter registration fraud was the push for laws that make it harder for African-Americans and the poor to vote. Even so, 17 states have passed more restrictive voter registration laws since the 2012 presidential election. Civil rights groups have filed lawsuits challenging voter registration restrictions in Arizona, Georgia, Texas, and Ohio.  Now it appears the tide is turning with rulings in North Carolina and Wisconsin overturning restrictions.

Klymenko suspected of a number of criminal offenses

The Prosecutor General's Office of Ukraine (PGO) has stated ex-Minister of Income and Tax of Ukraine Oleksandr Klymenko is suspected of committing a number of criminal offenses, including setting up a criminal organization and making material damage to the state for a total of UAH 3.1 billion.

According to the PGO press service, the Main Military Prosecutor's Office is currently conducting an investigation into criminal proceedings concerning the former high-ranking official during the presidency of Viktor Yanukovych, including Klymenko, who is suspected of committing criminal offenses under Part 1 of Article 255, Part 4 of Article 28, Part 5 of Article 2191, Part 4 of Article 28, Part 2 of Article 205, Part 4 of Article 28, Part 1 of Article 366 of the Criminal Code of Ukraine.

Обращение кубанских фермеров к Путину

Узбекистан: Горевать или праздновать - все равно?

Даниил Кислов
В понедельник днем, по нашим данным, 78-летний лидер Узбекистана перенёс клиническую смерть, а позже (возможно) был подключен к аппарату искусственного жизнеобеспечения. Это произошло за несколько дней до главного государственного праздника - Дня независимости, отмечаемого в этой азиатской республике 1 сентября.
И не просто праздника, а четвертьвековой годовщины независимости. Именно двадцать пять лет назад образовался современный Узбекистан, наследник Узбекской ССР, и все двадцать пять последних лет республикой правил бессменный президент Ислам Каримов, бывший советский партийный и хозяйственный деятель.
Теперь его дни подошли к концу. И аккурат к празднику.

Volodymyr Groysman: Ukraine and Poland have a shared and happy future

On Tuesday, Prime Minister of Ukraine Volodymyr Groysman held a meeting with Ambassador Extraordinary and Plenipotentiary of Poland to Ukraine Henryk Litvin in connection with completion of his diplomatic mission in Ukraine. The parties discussed the topical issues of cooperation between Ukraine and Poland and their future development.

The Prime Minister stressed interstate relations between Ukraine and Poland have strategic importance.

Marek Domagalski o mailach w TK: Trybunał zaufanych sędziów

Wyciek poczty mailowej prezesów Trybunału adresowanej tylko do dziewiątki sędziów z rekomendacji PO, odsłania głębszy kryzys Trybunału Konstytucyjnego, niż sądziliśmy.

Kierownictwo TK nie tylko kwestionuje trzech sędziów z rekomendacji PiS, ale mobbinguje, bo brak mi innego słowa, trzech już orzekających.

Po przeczytaniu korespondencji jaką ujawnił Portal między prezesem Trybunału Andrzejem Rzeplińskim, wiceprezesem Stanisławem Biernatem i sędzią Markiem Zubikiem, który chyba przez pomyłkę załączył ją do innego maila, ciśnie się pytanie, czy w Trybunale nie decyduje nieformalne grono zaufanych sędziów.

Europe’s Last Chance

BERLIN – Most of Europe’s history has been marked by conflict. The American historian Robert Kagan wrote in 2003 that “Americans are from Mars and Europeans are from Venus”; but Europe was for centuries home to the Roman god of war, not the goddess of love.

Venus found a home in Europe only after World War II, when many global governance institutions emerged, including the United Nations, the World Bank, and the Bretton Woods monetary system. During the Cold War, European countries all but lost their sovereignty to two new global superpowers, the United States and the Soviet Union.

3 Big Ideas on Change for the Future Tech-Driven Workplace at ILTA 2016

, Legaltech News

CEO, speaker, author and former lawyer Mike Walsh invites ILTA attendees to think of the workplace in new ways.

Widely considered a futurist, author and speaker Mike Walsh finds the classification discomforting, as futurists, he explains, are associated with fortune tellers. Yet it is through real-world discussions, research, and simple observation that leads Walsh to note that the decade of disruption” is not only upon us, but “only the very beginning of the story.”

FAA’s new rules for small unmanned aircraft systems now in effect

Chief Editor, Intelligent Aerospace

WASHINGTON, 30 Aug. 2016. The Federal Aviation Administration’s (FAA's) first operational rules for routine non-hobbyist use of smallunmanned aircraft systems (UAS), commonly referred to as drones, are now in effect. Provisions of the new rule, Part 107, are designed to minimize risks to other aircraft and people and property on the ground, FAA officials explain.
“The FAA’s role is to set a flexible framework of safety without impeding innovation,” FAA Administrator Michael Huerta says. “With these rules, we have created an environment in which emerging technology can be rapidly introduced while protecting the safety of the world’s busiest, most complex airspace.”

State aid: Ireland gave illegal tax benefits to Apple worth up to €13 billion

Brussels, 30 August 2016

The European Commission has concluded that Ireland granted undue tax benefits of up to €13 billion to Apple. This is illegal under EU state aid rules, because it allowed Apple to pay substantially less tax than other businesses. Ireland must now recover the illegal aid.

Commissioner Margrethe Vestager, in charge of competition policy, said: "Member States cannot give tax benefits to selected companies – this is illegal under EU state aid rules. The Commission's investigation concluded that Ireland granted illegal tax benefits to Apple, which enabled it to pay substantially less tax than other businesses over many years. In fact, this selective treatment allowed Apple to pay an effective corporate tax rate of 1 per cent on its European profits in 2003 down to 0.005 per cent in 2014."

Corruption conviction statistics – MOJ publish them anywhere?


Never has this blog written an open letter or public request to any of the many Presidents, Prime Ministers or Cabinets whose governance (for want of a better description) it has lived under over the past decade and more in Ukraine.

The first reason for doing so is that once a reader has seen one Verkhovna Rada or Gov UA email address, it is very simple to work out the email address for any of them (no differently from working out the email address for somebody at the State Department or FCO etc.) and private communication has always remain the preferred channel of this blog.

Big company advertising

Posted by Seth Godin on August 30, 2016

American Airlines doesn't know what to say.

And they're having a lot of trouble saying it.

They're making a fortune this year due to low oil prices, and one way to manage shareholder expectations for the future is to put some of that profit into brand advertising. And so, they hired a fancy ad agency and started to run full-page, two-sided, glossy inserts in newspapers. The single ad I'm looking at cost at least $100,000. And I might be one of a hundred people who are actually reading it.

The copy-dense ad includes references to babies, red-eyes, noise, middle seats, lessons learned, 'relinquish', making the best of the situation and the ability to sleep anywhere. All told in an odd third-person, referring to the hero as "they" not "you." 

California lawmakers pass rape bill inspired by Stanford case

California lawmakers, responding to outrage over the six-month jail term given to a former Stanford University swimmer after his conviction for sexually assaulting an unconscious woman, passed legislation on Monday closing a loophole that allowed the sentence.

The bill now goes to Democratic Governor Jerry Brown for his approval. He has not indicated whether he will sign it into law.