"Subject to contract" clauses are often used in commercial transactions to indicate that an agreement is incomplete until the terms of a formal contract have been settled

The case of Noerwest Pte Ltd (in liquidation) v Newport Mining Ltd [2010] SGHC144 involved the sale of the shares of a company which owned phosphate mining and production fascilities in the Sichuan province.

Slovakia is getting ready for a major amendment of the Commercial Code, which will also amend the Slovak Act on Bankruptcy and Restructuring. Significant changes are expected in the corporate as well as bankruptcy and restructuring law sector which is underperforming and provides insufficient protection to creditors, despite many previous attempts to improve the regulation of this area.

At the end of April 2015 the National Council of  the Slovak Republic adopted Act No. 87/2015  Coll., which amends and supplements Act No. 513/1991 Coll. Commercial Code, as amended, and also amends and supplements certain acts (the Amendment). The Amendment will significantly affect the content of the corporate law in Slovakia.

The new “company in crisis” special regime will become effective on 1 January 2016. It applies to limited liability companies, joint-stock companies and limited partnerships in which the general partner is not an individual.

A company is deemed to be in crisis when it is insolvent (within the meaning of the Insolvency Act) or at risk of becoming insolvent, which is the case if a company’s equity (registered capital, reserve fund, other capital funds, etc.) to debt ratio is lower than 4/100. This will increase to 6/100 on 1 January 2017 and to 8/100 the year after.

Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies.

Do you know the new rules?

The alarming increase in "speculative mergers" and the increasingly frequent occurrence of strawmen in commercial companies' management structures has long been seen as a major obstacle on the Slovak market. In response, the Ministry of Justice of the Slovak Republic has amended the Commercial Code to support and encourage business in Slovakia.

Below we summarise the key changes that affect all business entities, not only with respect to mergers, but also in other areas of day-to-day commercial activity in Slovakia.

The Slovak Ministry of Justice was very busy last year, and the recent amendment to the Commercial Code introduces a number of provisions that are aimed at fixing local malpractice related to mergers and liquidation of companies, use of “straw men” as executives and the impact of bad decisions of shareholders on the local affiliates.

In a previous post, we covered the topic of increased liability of executives for not filing the petition for bankruptcy. However, the Ministry of Justice did not stop just there.

Corporate Veil Pierced

The New Law Aims at Protecting Entities against the Negative Effects of Insolvency by their Majority Owners

Since gaining its independence in 1993, the Slovak Republic has adopted new laws at a rapid pace. As a country in transition, its legal system continues to develop.