Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.171
Y. Son
{"title":"Advances in Information and Communication Technology and Personal Information Protection","authors":"Y. Son","doi":"10.24886/blr.2022.03.36.1.171","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.171","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"40 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91007335","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.253
Kyujin Kim
{"title":"Economic Sanctions as Reasons for Exemption from Liability for Non-Performance under Contracts for the International Sale of Goods - Focusing on foreign cases -","authors":"Kyujin Kim","doi":"10.24886/blr.2022.03.36.1.253","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.253","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"80 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90284086","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.9
Ok-rial Song
{"title":"Duty to Monitor of Directors in Korean Corporate Law","authors":"Ok-rial Song","doi":"10.24886/blr.2022.03.36.1.9","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.9","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"17 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79167855","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.119
Mie-ree Noh
{"title":"A Study on the Extinctive Prescription of the Right to Claim for Restitution of Unjust Enrichment upon the Invalidity of Commercial Contract - Focusing on the Analysis of Precedents -","authors":"Mie-ree Noh","doi":"10.24886/blr.2022.03.36.1.119","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.119","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"94 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76413090","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.81
Jungyeun Kim
{"title":"Direct Listing and Investor Protection","authors":"Jungyeun Kim","doi":"10.24886/blr.2022.03.36.1.81","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.81","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"16 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79305072","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.145
H. Lee
{"title":"A Study on ex Post Legislative Evaluation of Multiple Derivative Action under the Commercial Act Revised in 2020","authors":"H. Lee","doi":"10.24886/blr.2022.03.36.1.145","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.145","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"115 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84577273","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-03-31DOI: 10.24886/blr.2022.03.36.1.45
Yong-Su Kwon
{"title":"The Remuneration Design and Legal Task of Director According to the Changes Surrounding the Company - Including the Trend of Discussions on Performance-Linked Remuneration in Japan -","authors":"Yong-Su Kwon","doi":"10.24886/blr.2022.03.36.1.45","DOIUrl":"https://doi.org/10.24886/blr.2022.03.36.1.45","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"21 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81730485","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The impact of the Coronavirus disease 2019 (COVID-19) pandemic is being felt in all spheres of human life. From everyday socialization to work to religious and commercial activities, no aspect of human interaction as we know it is spared; neither is any economy across the world. For Nigeria, the case is no different. With the COVID-19 pandemic, we continue to witness more inclination to adopt information technology in workplaces, especially as many firms have adopted a Work-From-Home policy. On the other hand, staff have been, and continue to be, laid off as businesses grapple with dwindling revenue. In this article, we examine some of the recent pandemic- induced changes in the world of work; the adoption of increased use of information technology resources in businesses and everyday life; termination of employment contracts; and the heightened attention by lawyers and clients to an often neglected but essential clause in commercial transaction documents – the force majeure clause. We conclude that the pandemic has had devastating consequences for business financing and employment in Africa’s biggest economy and, indeed, across the globe. There are, however, a few fundamental changes brought about by the pandemic, which are beneficial and should continue post- COVID-19. Information Technology, COVID-19, Pandemic, Employment, Commercial Transactions
{"title":"COVID-19 and Its Sweeping Effect on Businesses in Nigeria: Lessons for the Future","authors":"Nkemdilim Itanyi, U. Obuka","doi":"10.54648/bula2022004","DOIUrl":"https://doi.org/10.54648/bula2022004","url":null,"abstract":"The impact of the Coronavirus disease 2019 (COVID-19) pandemic is being felt in all spheres of human life. From everyday socialization to work to religious and commercial activities, no aspect of human interaction as we know it is spared; neither is any economy across the world. For Nigeria, the case is no different. With the COVID-19 pandemic, we continue to witness more inclination to adopt information technology in workplaces, especially as many firms have adopted a Work-From-Home policy. On the other hand, staff have been, and continue to be, laid off as businesses grapple with dwindling revenue. In this article, we examine some of the recent pandemic- induced changes in the world of work; the adoption of increased use of information technology resources in businesses and everyday life; termination of employment contracts; and the heightened attention by lawyers and clients to an often neglected but essential clause in commercial transaction documents – the force majeure clause. We conclude that the pandemic has had devastating consequences for business financing and employment in Africa’s biggest economy and, indeed, across the globe. There are, however, a few fundamental changes brought about by the pandemic, which are beneficial and should continue post- COVID-19.\u0000Information Technology, COVID-19, Pandemic, Employment, Commercial Transactions","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"15 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88809905","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The rules governing companies listed on the Main Market of the London Stock Exchange (LSE) and its Alternative Investment Market (AIM) fill an important gap in the general law regulating related party transactions (RPT). The regulatory techniques used in these ‘Exchange rules’ are principally disclosure to the market at the time of the transaction and, in a more limited range of cases under the Main Market rules, prior approval of the transaction by a majority of the uninvolved shareholders. This article investigates the outcomes of these rules by analysing the RPT announcements made by companies on these two markets over a twelve-month period beginning in June 2019. These announcements related to nearly 500 RPT. The article concludes that neither mechanism works at an optimum level. The Main Market shareholder approval requirements catch only a small number of companies, predominantly outside the FTSE 350. The disclosure rules omit an important element in the information the market needs, namely the company’s analysis why the transaction is considered fair. In cases where there is an operative shareholder approval requirement (from whatever source), then the need to obtain shareholder approval is likely to force revelation of the company’s fairness analysis, but this driver does not operate across the majority of RPT. The article makes some suggestions for simple reforms to address these defects. related party transactions, London Stock Exchange, disclosure to the market, shareholder approval, authority to issue shares, pre-emption, independent directors, fairness certification
{"title":"Related Party Transactions on the London Stock Exchange: What Works and What Does Not?","authors":"","doi":"10.54648/bula2022001","DOIUrl":"https://doi.org/10.54648/bula2022001","url":null,"abstract":"The rules governing companies listed on the Main Market of the London Stock Exchange (LSE) and its Alternative Investment Market (AIM) fill an important gap in the general law regulating related party transactions (RPT). The regulatory techniques used in these ‘Exchange rules’ are principally disclosure to the market at the time of the transaction and, in a more limited range of cases under the Main Market rules, prior approval of the transaction by a majority of the uninvolved shareholders. \u0000This article investigates the outcomes of these rules by analysing the RPT announcements made by companies on these two markets over a twelve-month period beginning in June 2019. These announcements related to nearly 500 RPT. The article concludes that neither mechanism works at an optimum level. The Main Market shareholder approval requirements catch only a small number of companies, predominantly outside the FTSE 350. The disclosure rules omit an important element in the information the market needs, namely the company’s analysis why the transaction is considered fair. In cases where there is an operative shareholder approval requirement (from whatever source), then the need to obtain shareholder approval is likely to force revelation of the company’s fairness analysis, but this driver does not operate across the majority of RPT. The article makes some suggestions for simple reforms to address these defects.\u0000related party transactions, London Stock Exchange, disclosure to the market, shareholder approval, authority to issue shares, pre-emption, independent directors, fairness certification","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"13 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80309978","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
As much as cross-border M&A activity offers great transactional opportunity, it also entails an array of jurisdictionally, culturally, and commercially specific concerns and nuances that must be navigated. This article offers a practical guide to non-US acquirers seeking to conduct cross-border M&A in the US, covering topics ranging from acquisition structure to regulatory compliance to representations and warranty insurance. While each M&A transaction will present bespoke issues, some particularly foreign to non-US acquirers, a foundational familiarity with the most common issues that underlie and accompany US M&A deals will help secure a successful outcome for non-US acquirers. cross-border M&A in the US, non-US acquirers, acquisition structure, acquisition vehicle, Committee on Foreign Investment in the United States (CFIUS)
{"title":"Cross-Border M&A: A Checklist of US Issues for Non-US Acquirers","authors":"Benjamin Sibbett, Hanah Kim","doi":"10.54648/bula2022003","DOIUrl":"https://doi.org/10.54648/bula2022003","url":null,"abstract":"As much as cross-border M&A activity offers great transactional opportunity, it also entails an array of jurisdictionally, culturally, and commercially specific concerns and nuances that must be navigated. This article offers a practical guide to non-US acquirers seeking to conduct cross-border M&A in the US, covering topics ranging from acquisition structure to regulatory compliance to representations and warranty insurance. While each M&A transaction will present bespoke issues, some particularly foreign to non-US acquirers, a foundational familiarity with the most common issues that underlie and accompany US M&A deals will help secure a successful outcome for non-US acquirers.\u0000cross-border M&A in the US, non-US acquirers, acquisition structure, acquisition vehicle, Committee on Foreign Investment in the United States (CFIUS)","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"42 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83427164","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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