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RECENT AMENDMENTS TO THE COMMUNIQUÉ ON COMMON PRINCIPLES REGARDING SIGNIFICANT TRANSACTIONS AND THE RETIREMENT RIGHTS

On 18 April 2018, the Capital Markets Board announced certain amendments to the Communiqué on Common Principles Regarding Significant Transactions and the Retirement Rights which cover the procedures and principles pertaining to corporations’ decision-making process with respect to significant transactions and execution of such transactions, as well as exercise of the retirement right as a consequence of significant transactions and making a mandatory take-over bid. These amendments entered into force as of their publication date.

 

Amongst others, these amendments provide an additional condition where no retirement right shall arise. Accordingly, if an asset transfer is not made to the related parties and the minimum 90% of the fund to be acquired as a result of such transfer is used for the payment of debts of the company, arising from cash loans from the banks and/or issued debt instruments, within one month as of the receipt of the fund, no retirement right shall arise.

 

In case of the application of this amendment, public disclosure(s) containing information regarding (i) the justification of asset transfer, (ii) the board of directors’ decision pertaining to the clearance of debts within one month with such fund, and (iii) the details on payment amounts and performance of the payments shall be required to be made. 

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