|
|
|
Baker & McKenzie Partner Presents on Swedish Law
Law Firm News |
2007/04/23 18:33
|
Baker & McKenzie Partner Carl Svernlöv will present his doctoral dissertation on 27 April 2007 for the LL.D. degree at the University of Stockholm, which examines the Swedish law concept of discharge from liability in the Swedish limited liability company.
Under Ch. 7 § 11 of the Swedish Companies Act 2005, the shareholders shall at the annual general meeting resolve on whether to grant discharge from liability to the board members and managing director. The principal effect of a decision to grant discharge from liability is (with some exceptions, see below) to bar any action by the company against the board members and the managing director in relation to the period that the decision covers, i.e., the financial year covered by the annual accounts presented at the shareholders’ meeting where the discharge resolution is passed.
A failure to grant discharge from liability has no immediate effect on the liability of the board members and the managing director. It merely leaves the possibility open for the company (through the board or by way of a derivate lawsuit by a minority shareholder) to initiate an action for liability within a year after the annual accounts were presented. Consequently, a resolution not to grant discharge from liability does not necessarily mean that an action will be brought against the person subject to such resolution, and sometimes a refusal to grant discharge is merely used to express the shareholders’ disapproval with one or more functionaries of the company.
Furthermore, granted discharge from liability is subject to a number of exceptions. The most notable of the exceptions is the one in Ch. 29 § 11 of the Companies Act which applies where, in the annual report or the auditor’s report or otherwise, materially correct and complete information was not provided to the general meeting regarding the resolution or the action on which the liability proceedings are based. Exceptions also apply to criminal actions of the board members and the managing director and under certain circumstances to actions brought after the company has entered into bankruptcy.
The discharge resolution under the Companies Act is fairly unique in an international perspective, and is governed by a few, briefly worded provisions in the Act. Moreover, there are few precedent cases on the topic, which means that a great number of issues and questions remain unclear in the Act. This dissertation is intended to shed some light on a number of these ambiguities. |
|
|
|
|
|
|
Mayer, Brown, Rowe & Maw advises Aeroflot
Law Firm News |
2007/04/20 19:08
|
International law firm Mayer, Brown, Rowe & Maw LLP advised Aeroflot Russian Airlines JSC and its consortium partner, UniCredit Banca Mobiliare S.p.A. on a non-binding offer to acquire the Italian State's interests in Alitalia.The Italian State invited expressions of interest for the purchase of (i) a shareholding of not less than 39.9% and no more than 49.9% in Alitalia - Linee Aeree Italiane S.p.A. ("Alitalia") and (ii) 1,207,147,404 convertible bonds issued under the debenture loan known as "Alitalia 7.5% 2002-2010". Non-binding offers were to be submitted by 16 April 2007. Mayer, Brown Rowe & Maw and Italian co-counsel Tonucci & Partners, with which it has an established independent alliance, worked with Roland Berger, strategy consultants, to advise Aeroflot and its consortium partner, UniCredit Banca Mobiliare S.p.A. Brussels based partners Kiran Desai and Edward Borovikov, assisted by Nunzio Bambara, led the team for Mayer, Brown, Rowe & Maw, whilst Rome based partners Marco Nicolini and Giorgio Alù assisted by Andrea Rosi and Francesco Fiore based in Milan led the team for Tonucci & Partners.
www.mayerbrown.com |
|
|
|
|
|
|
Baker & McKenzie Advises MacarthurCook
Law Firm News |
2007/04/20 15:41
|
Baker & McKenzie's Asia Pacific REIT team has assisted MacarthurCook, one of Australia’s emerging international real estate investment managers, on the successful acquisition of 12 Singapore industrial properties for S$316.2 million (US$208 million). The properties formed the initial portfolio of the MacarthurCook Industrial REIT (“MI-REIT”), which commenced trading on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”) yesterday. It is intended that more industrial properties will be acquired in Asia for the MI-REIT.
Baker & McKenzie's Asia Pacific REIT team for this transaction was co-led by the partners Ai Ai Wong in Singapore and Lewis Apostolou in Melbourne who worked collaboratively with support from lawyers in Singapore and Australia.
Commenting on the deal in Singapore, Ai Ai Wong said: “This is a very exciting time for MacarthurCook particularly as the new MI-REIT will enable our client to achieve their principal investment objective of owning and investing in a diversified portfolio of income-producing real estate located throughout Asia.” Lewis Apostolou, in Melbourne, Australia, added: “We are delighted to have had the opportunity to continue our collaboration with MacarthurCook, and to assist them as they successfully expand their investment management business internationally.”
This is the second time Baker & McKenzie has acted for MacarthurCook in connection with a Singapore offering, having concluded the secondary listing of the MacarthurCook Property Securities Fund on the Singapore Stock Exchange in December 2006. On that occasion, Baker & McKenzie acted as Australian legal counsel, and Colin Ng & Partners as local counsel in Singapore.
The new MI-REIT contributes to the growing track record that Baker & McKenzie’s Asia-Pacific REIT team has built over the last 18 months, with the team acting on a number of strategic REIT deals including:• Advising ARA Asset Management (Prosperity) Limited, the Manager of Prosperity REIT, on its IPO, listing and post IPO property acquisitions in Hong Kong. • Advising Guangzhou Investment Company Limited (GZI) on the establishment and listing of GZI REIT - the first listed REIT with PRC mainland properties on the Hong Kong Stock Exchange. • Advising GuocoLand (Malaysia) Berhad on the establishment and IPO of the Tower REIT on the Malaysian Stock Exchange. • Acting for the issuer Fubon Financial on the IPOs and listings of both the Fubon No.1 and No. 2 REITs on the Taiwan Stock Exchange. • Advising the underwriter of the Tokyo Growth J-REIT which consists of 46 offices and residential properties and is listed on the Tokyo Stock Exchange.
Baker & McKenzie’s Global REIT team is also active in other REIT markets around the world including in Europe, where new REIT legislation continues to be introduced by European governments. |
|
|
|
|
|
|
Jones Day Obtains Victory in Robare Case
Law Firm News |
2007/04/19 22:26
|
In Robare, the New York Appellate Division, Third Department, affirmed the trial court's order granting defendants' motions for summary judgment dismissing the complaint on the ground that all causes of action against the defendant cigarette manufacturers, including Firm client R.J. Reynolds Tobacco Company, were barred by the applicable statute of limitations. The issue on appeal was whether equitable estoppel prevented defendants from asserting the statute of limitations defense. Absent such estoppel, the plaintiff's claims were clearly time barred.
Plaintiff initiated his action against defendants in August of 1997, well beyond the three-year statute of limitations. He argued that defendants should be equitably estopped from asserting the statute of limitations defense based on various news items he either read or saw regarding the defendants' statements about smoking. The court held that the doctrine of equitable estoppel was inapplicable because plaintiff had timely awareness of all appropriate facts to permit him to make further inquiry before the limitations period expired, and because he either could not have reasonably relied on the news items he claimed to have seen in light of his admitted knowledge of the health risks of smoking, or that news constituted nothing more than mere denials of wrongdoing insufficient to create an estoppel. The court also found that there was no special relationship between plaintiff and defendants that would create a fiduciary relationship obligating defendants to inform plaintiff of the facts underlying his claim. Accordingly, the dismissal of plaintiff's action was unanimously affirmed.
Reynolds was represented by Harold Gordon and Daniel Russo in the New York office. |
|
|
|
|
|
|
White & Case Honored in Russia
Law Firm News |
2007/04/19 18:13
|
Corporate Lawyer, Russia's largest monthly legal journal, presented three awards to law firms in Russia, recognizing their contributions to the legal community. "White & Case received this award because of its broad-based efforts to improve legal education in Russia," said Corporate Lawyer editor Margarita Gaskarova, who presented the award. "No other law firm came close in terms of its contribution." White & Case's educational programs in Russia are varied, and include: The annual Philip C. Jessup International Law Moot Court Competition, the second-largest national competition in the world;
A regular lecture series presented by White & Case partners and associates to students at more than eight Russian law schools;
Donations of legal publications and other resources to Russian law schools; and
A two-month summer internship program for law students that combines on-the-job practice and training courses taught by White & Case lawyers. "It is important to us to be connected with the young generation of lawyers," said partner Igor Ostapets, who accepted the award on behalf of White & Case. "Working with Russia's future lawyers is very rewarding, as they are eager to learn and apply their knowledge." The nominees were identified via surveys of students and university professors in Moscow. A special committee at Corporate Lawyer reviewed the nominees' programs and selected the winner. In determining the winner, Corporate Lawyer considered the extent to which the nominees provided students with practical knowledge and skills, interactive and innovative educational methods and long-term legal educational development plans. White & Case was the only global law firm to receive an award. About Corporate Lawyer
Corporate Lawyer is a Russian-language legal magazine established in September 2005 and published by Wolters Kluwer, an international publishing house specializing in professional services periodicals. This is the first year the publication has given community service awards to law firms. About White & Case
White & Case LLP is a leading global law firm with more than 2,000 lawyers in 35 offices in 23 countries. Our clients value the breadth and depth of our US, English and local law capabilities and rely on us for their complex cross-border commercial and financial transactions and for international arbitration and litigation. Whether in established or emerging markets, the hallmark of White & Case is our complete dedication to the business priorities and legal needs of our clients.
www.whitecase.com |
|
|
|
|
|
|
Schwartz Simon Leases 43,150 SF in Morristown
Law Firm News |
2007/04/17 08:54
|
The law firm of Schwartz, Simon, Edelstein, Celso & Kessler leased 43,150 square feet of office space in the Washington Office Center, a 215,037-square-foot office building at 44 Whippany Road in Morristown, NJ. The firm expects to take occupancy on a 15-year deal in August.
Washington Office Center is a three-story, Class A building completed in 1984. It has access to I-287 and Rt. 24 and is adjacent to the 160-acre Morris County Arboretum. Douglas Gaffney and Mike Staskiewicz of The Schultz Organization represented the law firm. The landlord, RexCorp Realty, was represented in-house by Brian Fitzsimmons. |
|
|
|
|
|
|
Recent Lawyer News Updates |
|
|
Lawyer News RSS
