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EU: Commission launches public consultation on sustainable corporate governance

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The European Commission has launched a public consultation seeking views on sustainable corporate governance. Responses to the consultation will help shape the European Commission's legislative proposals next year regarding mandatory human rights and environmental supply chain due diligence requirements and enhanced directors' duties and sustainable corporate governance.

United States: SBA publishes further guidance on the effect of changes of ownership on...

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On October 2, 2020, the Small Business Administration (SBA) published a long-awaited procedural notice that provides further clarity on procedures for changes of ownership of an entity that has received Paycheck Protection Program (PPP) funds. The procedural notice (i) identifies when a change of ownership will be deemed to have occurred, (ii) specifies the reporting obligations of PPP borrowers in connection with such change of ownership, and (iii) provides guidance as to whether the SBA's prior approval is required. Notably, the procedural notice does not provide any relief to PPP borrowers with change of ownership transactions that were closed prior to October 2, 2020.

Myanmar COVID-19 Updates: Temporary Relief for Companies from the Residency Requirements of Directors

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Following the various entry restrictions put in place by the Myanmar authorities since March 2020 to address the COVID-19 situation, many residents who left the country prior to the imposition of the travelling restrictions have yet to return to the country. As some of these individuals fulfil the role of resident directors of Myanmar-incorporated companies, their prolonged absence from the country could result in the company being in breach of the minimum residency requirement imposed on the directors of Myanmar companies under the Myanmar Companies Law ("MCL").On 20 October 2020, the Directorate of Investment and Company Administration ("DICA"), announced, via Notification 92/2020 ("Notification 92"), a temporary relief for companies from the resident director requirements. It does so by excluding the period from 29 March 2020 until the official lifting of entry restrictions from the computation to determine a director's residency status.

U.S. Customs and Border Protection Issues First Forced Labor Finding since 1996

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Yesterday U.S. Customs and Border Protection (CBP) issued its first finding of forced labor in 24 years (Finding) against importation into the United States...

EU: COVID-19 Government support update – State aid Temporary Framework Prolonged and Coverage Extended...

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On 13 October 2020, the Commission decided to extend the coverage of the Temporary Framework and prolong it for six months until 30 June...

United States: SEC proposes to permit expanded finder activity for private capital raising

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In a significant regulatory action, the US Securities and Exchange Commission (SEC) recently proposed to issue an order granting certain "finders" a conditional exemption from broker-dealer registration in connection with capital raising activities in private markets ("Finders Proposal"). The Finders Proposal seeks to address the long-standing regulatory uncertainty surrounding the status of intermediaries in the private capital-raising markets and to encourage investment in small businesses, which disproportionally rely on finders to locate capital. The proposed exemption would allow natural persons to engage in certain limited activities involving accredited investors without registering with the SEC as brokers under the Securities Exchange Act of 1934 ("Exchange Act").

Colombia: Superintendence of Companies defines new criteria to determine the companies that must adopt...

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In brief On October 2, the Superintendence of Companies ("SS") issued the Resolution 100-006261 (the "Resolution"), by means of which it defined the new criteria...

The Rise of Environmental, Social and Governance (ESG) Litigation

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As companies increase their environmental, social and governance (ESG) reporting and statements in response to market and shareholder demands, plaintiffs have pursued with growing success...

Canada: Proposed changes to Ontario corporate law requirements for director residency and written shareholder...

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On 8 October 2020, the Government of Ontario tabled the Better for People, Smarter for Business Act, 2020 (Bill 213) for its second reading. Bill 213 introduces red tape reduction and regulatory modernization efforts to make Ontario more competitive. Among the changes proposed are amendments to the Business Corporations Act (Ontario) (OBCA) which would eliminate director residency requirements for Ontario corporations, and permit written shareholder resolutions to be effective if signed by a majority of votes rather than a unanimity of shareholders. Bill 213 has not yet received royal assent, and no date has been set for the coming into force of the proposed changes to the OBCA.

United Kingdom: VAT on break fees and compensation – new guidance sows confusion for...

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HMRC have issued new VAT guidance in relation to termination fees and compensation payments. HMRC now consider that such payments will normally represent consideration for the supply of goods or services and therefore are liable to VAT. This results in uncertainty for many payments which would have previously been treated as compensation and outside the scope of VAT. We have considered the impact of the new guidance below, specifically in the context of M&A transactions.
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