The German Federal Government has resolved upon a draft bill for the mitigation of the consequences of the SARS-CoV2- Virus (COVID-19) pandemic (the “Proposed Legislation”). One of the goals of the Proposed Legislation is to prevent insolvencies of companies which encounter financial difficulties as a result of the ongoing COVID-19 pandemic. The Proposed Legislation goes well beyond the earlier announcement made by the German Federal Department
Proposed Legislation to avoid COVID-19-related Insolvencies in Germany
- Planning now is the smart thing to do -
Introduction
On March 23 2017 the Federal Tax Service issued a notification entitled On Identifying the Circumstances of an Unjustified Tax Benefit (ED-5-9/547@), which summarises the law enforcement practice associated with assessing the validity of a tax benefit in disputes relating to bad-faith contracting parties.
This briefing looks at the measures being taken by the Singapore government to support businesses and meet the challenges posed by Covid-19, with the introduction of the Covid-19 (Temporary Measures) Act 2020 (the Act)1, and the Registrar's Circular No, 4 of 2020: Updates on Measures Relating to Covid-192, focussing on:
Investment funds in Singapore are typically constituted as companies, unit trusts or limited partnerships. This is set to change with the advent of a new fund vehicle, the Variable Capital Company ("VCC"). The VCC is now an alternative, after the commencement of the Variable Capital Companies Act 2018 ("VCC Act") on 14 January 2020. This update focuses on the considerations a financier may wish to take note of when financing a VCC.
What is a VCC?
In situations when financing is tight, such as during recessions, corporations face difficulty refinancing existing debt or capitalising their businesses.
When faced with such realities, distressed corporations often turn to M&A transactions as a means of generating capital and exiting from non-performing businesses. In such situations, M&A transactions typically take the form of asset sales rather than mergers or share sales.
Most due diligence processes in a business acquisition context require a review of material contracts and, in particular, a review of any restrictions on assignment of those contracts.
When a business enters into a long term commercial contract with a customer, the identity of that particular counterparty may influence the terms of the contract. A party deemed more favourable may obtain a better price or better terms. Unless restricted by enforceable anti-assignment provisions, these favourable contracts can be very valuable in a traditional M&A context.
A creditor commences an action against a debtor and obtains a judgment after a trial. The debtor then appeals and loses. The creditor does its due diligence and tracks down land that the debtor owns. The creditor files a writ of seizure and sale and commences proceedings whereby the land is to be sold to pay the judgment debt. By this time, the judgment debt, including interest, is $200,000 and the costs that the creditor has incurred have ballooned to $110,000. Not to worry, the equity in the land is $320,000 and payday is coming.
The British Columbia Court of Appeal recently released a helpful decision applying principles of discoverability to determine when a limitation period begins to run. In Roberts v. E.