Navigate the shifting M&A landscape of Cayman & BVI companies

November 19, 2021
Presentation by Maples Group at the Hong Kong In-House Community eCongress 2021: Navigate the shifting M&A landscape of Cayman & BVI companies Including: Maples role in M&A transactions Mergers in the take-private context Dissenting Shareholder Rights Other mechanisms for implementing take-privates Presenting Firm: Maples Group Speakers: John Trehey, Partner Juno Huang, Partner Karen Zhang Pallaras, Partner   The Hong Kong In-House Community eCongress 2021 was attended by over 400 in-house counsel in Hong Kong and the wider region. John Trehey, Juno Huang, and Karen Zhang Pallaras from Maples Group presented on M&A for Cayman and BVI companies. You can watch the video of the presentation above or by clicking here. If you have any questions or would like to receive a copy of the presentation slides, please contact the presenters directly. Their contact information is below.   John Trehey, Partner Legal Services T: +852 2971 3014   Juno Huang, Partner Legal Services T: +852 3690 7431   Karen Zhang Pallaras, Partner Legal Services T: +852 3690 7432...

ESG in the House (Environment, Social and Governance)

November 19, 2021
Presentation by Stephenson Harwood at the Hong Kong In-House Community eCongress 2021: ESG in the House (Environment, Social and Governance) Including: Laying the foundation: why are we talking abt ESG Picking a design: ESG trends in HK and elsewhere Following the blueprint: Key ESG regulations Cementing the plan: Where to start and how to take it further Presenting Firm: Stephenson Harwood Speakers: Penelope Shen, Partner Tze-wei Ng, Associate   The Hong Kong In-House Community eCongress 2021 was attended by over 400 in-house counsel in Hong Kong and the wider region. Penelope Shen, and Tze-wei Ng from Stephenson Harwood presented on the topic of ESG. You can watch the video of the presentation above or by clicking here. If you have any questions or would like to receive a copy of the presentation slides, please contact the presenters directly. Their contact information is below. Penelope Shen, Partner Investment funds Penelope.Shen@shlegal.com T: +852 3166 6936 Tze-wei Ng, Associate Corporate, Finance, Private wealth TzeWei.Ng@shlegal.com T: +852 2533 2754...

Recent Key Reforms Proposed by India’s Capital Markets Regulator

November 17, 2021
A. Reforms to the Independent Directors’ Regime Modern businesses face a perplexing issue – which stakeholder should perform governance and the appropriate way to bestow risks and rewards on various stakeholders? According to one school of thought, the corporate entity is a “legal fiction” [1] in which managers undertake various profit-making activities keeping in mind the interests of the shareholders. An opposing view considers the corporate entity as a “social being” [2] that owes obligations towards not only shareholders, but also the employees and wider society. The Securities Exchange Board of India (SEBI) (see consultation paper dated March 1), proposed a slew of measures to address the corporate governance in India. [3] At the board meeting of June 29, SEBI retracted certain proposals aimed at overhauling the Indian corporate governance framework, while duly approving several other proposals. [4] In the Consultation Paper, SEBI noted that an independent director (ID) is a critical spoke in the wheel of corporate governance, especially for safeguarding minority shareholders’ rights. [5] After two recent corporate governance failures (the dismissal of Tata group director Nusli Wadia for supporting the minority shareholder group in the Tata vs. Mistry dispute [6] and PNB Bank – Nirav Modi scam [7]), SEBI attempted to solve the conflict of interest from the proximity of ID with the promoter and insufficient protection of minority shareholders’ rights. It did this by promoting the UK and Israeli model of appointment/re-appointment of IDs. [8] Accordingly, the Consultation Paper proposed for appointment and re-appointment of IDs through ‘dual approval’ route: “(i) Approval of shareholders; (ii) Approval by ‘majority of the minority’ (simple majority) shareholders…. The...

Personal Data Protection / Cybersecurity Law in Thailand

November 15, 2021
Thailand did not have a specific data protection law until 2019 when the Personal Data Protection Act (PDPA) and the Cybersecurity Act (CSA) were promulgated. The PDPA sets high standards for personal data protections and is largely based on the EU’s General Data Protection Regulation (GDPR) with the intention of having equitable standards. For example, the PDPA mirrors the GDPR’s legal basis for data processing, extraterritorial applicability, and a data subject’s rights. However, the two are not identical. While the PDPA specifically prescribes that a request for consent must be explicit in a written statement or via electronic means (unless such a request cannot be done), the GDPR focuses on consent being given by a clear affirmative act, such as an explicit oral statement. Also, the PDPA imposes criminal penalties for non-compliance in addition to monetary and administrative penalties. 2. The PDPA The PDPA has been effective since 28 May, 2019, but the enforcement of most provisions is delayed until 2022. Key provisions for personal data protection, a data subject’s rights, duties of a data controller and processor, complaints, civil liabilities and penalties will not be effective until 1 June, 2022. Scope of law Generally, the PDPA applies to the collection, use or disclosure of personal data by a data controller or processor in Thailand. As in Article 3 of the GDPR, the PDPA also applies extraterritorially to the collection, use or disclosure of personal data of Thailand-based data subjects by a foreign data controller or processor in relation to the following activities: the offering of goods or services to data subjects in Thailand the monitoring of the behavior...

High Hurdles – Appointing Provisional Liquidators in the Cayman Islands

November 15, 2021
Appointing provisional liquidators is a powerful tool, but one which often has a serious impact on the commercial operations and business reputation of a company, and so is not a step to be taken lightly. This article examines recent judicial trends in the Cayman Islands regarding the appointment of provisional liquidators, and in particular, in relation to the balance of justice that needs to be weighed as between a petitioner and the company. The appointment of provisional liquidators by the Cayman Court is a powerful and valuable tool in the right circumstances. However, in a series of recent cases, the Court has underscored the high hurdles that must be met and emphasized that an order to appoint provisional liquidators must always be viewed as a serious step that requires a heavy and onerous evidential burden on those who seek such orders. Weighing the balance of justice between a petitioner and the company, the overriding principle is that the court should take whichever course seems likely to cause the least irremediable prejudice to one party or the other. [1] Section 104(2) of the Cayman Islands Companies Act (2021 Revision) provides that at any time after the presentation of a winding up petition but before the making of a winding up order a creditor or contributory of a company may apply to appoint provisional liquidators where there is a prima facie case for making a winding up order and where such appointment is necessary to prevent the dissipation or misuse of the company’s assets, or the oppression of minority shareholders, or to prevent mismanagement or misconduct on the part of the...

China’s new personal information privacy law is not simply a repeat of the GDPR: some important nuances for business in China

November 3, 2021
China’s new personal information privacy law (PIPL) becomes effective today, 1 November 2021. It significantly alters the regional and global privacy landscape, and its significance will likely be more apparent after having read this article. The readiness anxiety generated by the impending effectiveness of the GDPR in May 2018 seems fairly recent. The GDPR caused a flurry of activity to ensure compliance with this European regulation, with extraterritorial effect and an unpredictable global impact. Like the GDPR, the PIPL is also extraterritorial and there is likely a significant amount of PIPL-covered personal information throughout Asia, not to mention everywhere else. Since becoming effective, we have witnessed some enormous GDPR fines levied against transgressors. In July 2021, Luxembourg fined Amazon €746 million in relation to cookie consent issues and in 2020 France also fined Amazon €35 million in relation to cookie consents. Cookies relate to how Amazon collects and shares personal information. Consent must be freely given. Ireland fined WhatsApp €225 million in relation to issues related to allegedly forced consents and sharing personal data with third parties. For those organizations in Asia and elsewhere that have had limited exposure to the GDPR, there will be a steep learning curve with respect to the PIPL. It is extraterritorial and appears to be almost as expansive as the GDPR. If you do business in China, then you are likely subject to the PIPL. Organizations that provide products and services or separately monitor the behavior of people in China, regardless of whether they are in the PRC, are subject to the PIPL. The PIPL’s fines and penalties regime of up to 5%...