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Publication
Keeping your dawn raid guidance current
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
Developments and market trends in the Middle East
Global | Publication | July 2017
Author: Jane Clayton
The DIFCA is consulting on proposals that will enhance its current Companies Law. The proposals include the introduction of a distinction between “Public” and “Private” companies to facilitate a proportional level of regulation for the different types of company.
The Dubai International Financial Centre Authority (DIFCA) has issued a Consultation Paper relating to its proposal to enhance its current Companies Law to bring it into line with International Best Practice. The deadline for providing feedback was 19 June 2017. In formulating the proposed changes, DIFCA has focused, in particular, on the UK and Jersey models, on which the current DIFC regime is modelled.
Set out below are some of the proposed changes
We welcome the proposed changes which address a number of issues which we and our clients have encountered since the Companies Law came into force in 2009. In the Consultation Paper, DIFCA expressly refer to the fact that UK jurisprudence relating to directors’ duties could be resorted to in interpreting the new duties. Obviously the consultation process affords an opportunity to clarify a number of points to hopefully avoid the need for this. One point we have raised with DIFCA is why they have only expressly included the possibility of shareholder ratification in the case of “an interest in an existing transaction or arrangement” and have not included a general provision regulating the decisions of shareholders to ratify other breaches of directors’ duties. We will update this information when the new DIFC Companies Law comes into effect.
Author: Ola Al Kadi
The DIFC has recently introduced a new Intermediate SPV regime.
The Dubai International Financial Centre (DIFC) has relatively recently introduced a new regime allowing “Qualifying Applicants” to set up “Intermediate SPVs” in the DIFC.
This is the first time, outside the DIFC’s Special Purpose Company regime, that is has been possible to establish a nonregulated special purpose vehicle in the DIFC without it having a substantive presence in the DIFC.
To establish an Intermediate SPV (ISPV), a Qualifying Applicant must be either
In practice, therefore, ISPVs are likely to be used by DIFC funds, DIFC fund managers, DIFC holding companies, and DIFC family offices for the purposes of structuring and ring-fencing downstream investments in operating companies. The new regime reflects the DIFC’s belief that its substantive presence approach does not serve any real purpose with respect of ISPVs, as the primary entity involved already has a substantive and/or regulated presence in the DIFC.
The key benefits to setting up an ISPV (as opposed to a holding company with a substantive presence in the DIFC) are as follows
Each Qualifying Applicant will need to provide sufficient assurances to the DIFC Registrar of Companies that the ISPV will only be used for purposes that: (a) fit into the overall objectives of the DIFC; and (b) if applicable, are in line with the Qualifying Applicant’s regulatory status (including AML requirements) and the UAE’s obligations under the OECD’s Common Reporting Standards. An ISPV may not be used as an ultimate holding company within a group structure, and nor may it be used as an operating company.
Although the DIFC Companies Law and Regulations have not yet been amended to reflect the new ISPV regime, the above has been implemented on an interim basis since 19 September 2016 (having received the requisite DIFC waivers and amendments to the DIFC Companies Regulations and DIFCA Operating Regulations). Amendments are expected to be made to the DIFC Companies Law and Regulations in the next few months to formalise the regulation of ISPVs.
Publication
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
Publication
In the recent decision of Baldoo Dharamdav Parbanath v The Incorporated Management Committee of Aberdeen Technical School [2024] HKCFI 1276, the Hong Kong courts considered the legality of the summary dismissal of a teacher who failed to return to Hong Kong during the pandemic.
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