Sponsored briefing: Key issues when structuring a BVI joint venture

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Sponsored briefing: Key issues when structuring a BVI joint venture

The British Virgin Islands (BVI) is a particularly popular jurisdiction for incorporating joint venture vehicles. The principal statute governing the formation and operation of a BVI business company is the Business Companies Act 2004 (the BC Act). The BC Act is a modern and flexible companies statute.

Key Documentation

The principal corporate documents are the joint venture agreement (JVA) and the memorandum and articles of association of the BVI company (M&A). There are particular provisions of the JVA that must be in the M&A under BVI law. These provisions relate to: (i) the rights attaching to the authorised shares of the company; (ii) provisions in respect of company procedures such as notice and quorum requirements for shareholder meetings; (iii) the election of directors; and (iv) restrictions on the powers of the directors to carry on the business of the company (being items requiring super majority director approval or shareholder approval). Continue reading “Sponsored briefing: Key issues when structuring a BVI joint venture”

Sponsored briefing: Africa: The land of milk and honey and business as usual

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Sponsored briefing: Africa: The land of milk and honey and business as usual

African countries, even with their less advanced healthcare systems and low vaccination rates, have weathered the pandemic well with a low incidence and mortality rate for Covid-19. The impact, therefore, of the pandemic in Africa remains markedly lower compared to the Americas, Europe and Asia. Scientists say it is a paradox and are exploring the hypothesis that Africans have had more exposure to other coronaviruses, which may act as a defence against Covid-19. Another possibility is that regular exposure to malaria or other infectious diseases could prime the immune system to fight new pathogens, including SARS-CoV-2. If tens of millions of Africans have already been infected, scientists question whether the continent should try for ‘herd immunity’ without a vaccine, shielding only the most vulnerable, which might be preferable over control measures that cripple economies in the long run.

Further, Africa’s youthful population stands out against the global backdrop of ageing populations. Only in Africa is the size of the working-age population as a portion of the total population still increasing. In short, Africa is open for business as usual. Continue reading “Sponsored briefing: Africa: The land of milk and honey and business as usual”

Sponsored briefing: Succession planning in Poland

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Sponsored briefing: Succession planning in Poland

Piotr Augustyniak of PATH Law examines the increased popularity of private foundations in family-owned business succession planning

Family-owned companies generate 18% of the GDP of Poland. There are more than 800k family-owned businesses in Poland. Currently founders face the problem of the succession. In the following five years new generations should take over approximately 60% of these companies. However, only 8% of successors declare the will to run the businesses. It has been some time since Polish entrepreneurs decided to use the concept of the private foundation as the tool of the efficient succession planning. Unfortunately, for many years, due to very convenient tax regimes of these vehicles, the tax authorities in Poland treated private foundations as part of aggressive tax planning schemes. The most popular jurisdictions among Polish entrepreneurs are Liechtenstein, Malta and The Netherlands. Continue reading “Sponsored briefing: Succession planning in Poland”

Sponsored briefing: How the Climate Law may change the Portuguese economy

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Sponsored briefing: How the Climate Law may change the Portuguese economy

Recently, Portugal took another important step to consolidate its commitment to fighting climate change, previously made in the Paris Agreement, by the publication on 31 December 2021 of the new Framework Law on the Climate (Law 98/2021 of 31 December), which establishes the guiding principles of climate policy and governance. It also introduces targets and provides for mechanisms to combat climate change, to decarbonise the economy and to achieve sustainable development.

The Framework Law on the Climate is a comprehensive and programme-based law that focuses on various sectors, including the energy industry, construction, agriculture and fisheries. It also addresses financial assets and green taxation. The assumption of an integrated vision of the different sectors of the economy as a fundamental vector to mitigate and adapt to climate change is the realisation of one of the structuring principles of public policy on the environment – the principle of transversality and integration. Continue reading “Sponsored briefing: How the Climate Law may change the Portuguese economy”