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In Corporate Compliance

Austria: Introducing a new type of legal entity – Flexible company

by , , and 1 Min Read

Enhancing flexibility: Austria has introduced the flexible company (Flexible Kapitalgesellschaft, “FlexCo”) as a new type of legal entity. After years of efforts to make its corporate law landscape more attractive to founders and venture capital investors, the Austrian legislature enacted a legislative package in December 2023. It will become effective as of 1 January 2024.

This legal alert aims to summarize the main characteristics of the FlexCo and its differences from the commonly used limited-liability company (GmbH). The conclusion outlines considerations to take into account when deciding whether to incorporate in Austria in the legal form of the FlexCo instead of the GmbH.

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In Antitrust / Competition

United States: DOJ and FTC issue final merger guidelines

by , , , , , , , , and 11 Mins Read

On 18 December 2023, the Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly issued their highly anticipated final version of the 2023 Merger Guidelines . The issuance of the Guidelines follows the agencies’ release of draft guidelines in July and the conclusion of a public notice-and-comment period. The Guidelines set out how the agencies assess whether mergers and acquisitions threaten anticompetitive harm in violation of US antitrust laws.

Most notably, the newly issued Guidelines retained the lower thresholds for establishing presumptions of anticompetitive harm — including if the merger gives the combined firm more than 30% market share. Additionally, the Guidelines outline a holistic approach for analyzing vertical mergers.

In Anti-Corruption

Italy: As of 1 January 2024, Public Procurement will be all digital

by 2 Mins Read

On 1 January 2024, the provisions of the new Public Contracts Code on the digitization of public procurement laid down in Article 22 ‘National Digital Procurement Ecosystem (e-procurement)’ will come into force. The aim is to ensure maximum transparency, speed and a high level of simplification in the award and management of these contracts, with the aim of increasing the efficiency of the system and ensuring greater effectiveness of administrative action. The main innovation as of 1 January 2024 concerns the management of public tenders, for which the use of ‘certified’ digital platforms becomes mandatory, not only for the awarding phase, but also for all the other phases of the contract lifecycle, and in particular execution

In AML & Financial Services Regulatory

Global: FCA consultation – detailed proposals for major listing rules reforms

by , , , , and 16 Mins Read

The FCA has published a consultation paper (CP23/31) setting out detailed proposals for the major listing rules reforms that it proposed in May this year. It describes the reforms as “the most far-reaching reforms of the UK’s listing regime in three decades” and the paper attaches in a lengthy appendix the draft text of many of the proposed new listing rules (the first of two tranches).

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In Corporate Compliance

Hong Kong: Commencement of Phase 3 of new Inspection Regime

by and 3 Mins Read

On 23 August 2021, the new Inspection Regime (“Inspection Regime”) under the Companies Ordinance (Cap. 622) came into effect. It applies to both Hong Kong-incorporated companies and registered non-Hong Kong companies and has been implemented in three phases. Phase 3 of the new inspection regime will come into effect from 27 December 2023, allowing directors and other relevant individuals to apply to withhold their protected information from public inspection.

In Antitrust / Competition

Canada: Competition law and foreign investment 2023 year in review

by , and 9 Mins Read

In 2023, the Government of Canada focused on modernizing Canada’s Competition Act and Investment Canada Act, proposing legislation that will overhaul existing legislative frameworks. Looking forward, we expect the Government will continue its modernization agenda and the respective authorities will continue to take strong enforcement positions against perceived anti-competitive conduct and investments that raise potential national security concerns in 2024.

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In Corporate Compliance

United States: Large social media companies to submit transparency report or face fine by 1 January 2024

by 6 Mins Read

Chapter 22.8 of the California Business and Professions Code imposes requirements on social media companies with annual gross revenues of USD 100 million or more to submit “terms of service reports” to the California Attorney General, with the first report due by 1 January 2024. The statute is currently the subject of a constitutional challenge, but covered companies should not delay preparing reports in case the lawsuit drags on or is unsuccessful.

In Corporate Compliance

United States: Generative AI: Harnessing the Power and Mitigating Risk

by , , , , , and 1 Min Read

On Tuesday, 23 January 2024 we are hosting an in-person client event in our New York office on Generative AI: Harnessing the Power and Mitigating Risk. The program includes an exciting in-house counsel panel featuring key speakers from Calix, Wolters Kluwer and Tiffany & Co. We’ll also hear from a cross-discipline Baker team who will discuss legal and regulatory considerations and mitigating risk when using Gen. AI,

In Corporate Compliance

Malaysia: Proposed mandatory beneficial ownership reporting requirements under the New Companies (Amendment) Bill 2023

by and 6 Mins Read

A new Companies (Amendment) Bill 2023 (“2023 CA Bill”) was tabled for its first reading at the Malaysian Parliament. The 2023 CA Bill purports to further augment corporate transparency and accountability, and as such, introduces, among other things, new legal requirements in the CA 2016 for Malaysian companies to collate and report beneficial ownership information to the Companies Commission of Malaysia. In this article, we explore the mandatory reporting requirements proposed under the 2023 CA Bill and their potential implications on the wealth management industry.

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