Corporate Law Clause Samples

Corporate Law. 1.1 Declaration.....................................................................................................

Corporate Law. ▇▇▇▇▇▇ Automotive will obtain the unanimous written consent of its stockholders for the adoption of this Agreement and the approval of the Exchange in accordance with the State of Nevada law.

Corporate Law. Purchaser complies in all material respects with the provisions of the Laws of the jurisdiction of its formation and all returns, particulars, resolutions and other documents required under any applicable Law to be delivered on behalf of Purchaser to any Governmental Authority in Germany have been duly delivered and were correct, in each case, in all material respects.

Corporate Law. After the Incorporation Date and the Closing Date, the Company will have complied in all material respects with the provisions of the French Commercial Code and all returns, particulars, resolutions and other documents required under any applicable French Law to be delivered on behalf of the Company to any Governmental Authority in France will have been duly delivered and will be correct, in each case, in all material respects.

Corporate Law. This Agreement has been duly and validly executed and delivered by the Company and EHL and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company and EHL, enforceable against each of them in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, winding-up, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Corporate Law. The tenor of the Media Statement suggests that MTN would be treated as a subsidiary of Bharti Airtel for the purposes of consolidation of accounts. In the event of such a treatment, it would be difficult for MTN to have voting rights in Bharti Airtel as Section 42 of the Companies Act, 1956 (“Act”) precludes a subsidiary from exercising its voting rights on shares of its holding company. Further, consent of other shareholders who may have negotiated certain investor protection rights at the time of their investment may also be required. Since the Transaction does not envisage transfer of shares of an Indian company, there should not be any capital gains tax in India. However, if the structure finally agreed upon in the Transaction envisages transfer of Indian company‟s shares, capital gains tax may be applicable as per the Indian Income Tax Act, 1961, unless the said capital gains are exempt under the provisions of the appropriate tax treaty, if any. Before we attempt to analyze the possible structures that may be considered for the Transaction, it will be important to familiarize the reader with the shareholding patterns of both Bharti Airtel and its parent, Bharti Telecom. Foreign Investment: 43.14% Foreign Investment: 47.38% Domestic Investment: 56.86% Domestic Investment: 52.62% 1.36 0.38 7.38 4.38 20.72 45.30 13.64 47.38 37.23 21.85 We understand that the concept of “economic interest” may be instrumental, as all the ensuing structures that we have contemplated for consummation of the potential Transaction have been designed keeping in mind that MTN shall only acquire 25% “economic interest”. Economic interest refers to the right over the pecuniary receivables of / from a company. Typically, when a shareholder is said to have „economic interest‟, it is more often than not understood to mean the right to receive dividends or other pecuniary benefits from the company sans voting rights. There can be several ways of structuring economic interest and each of the structures that we have discussed herein below expound how MTN will receive economic interest in Bharti Airtel.

Corporate Law. The background of this section is based on theoretical knowledge of the Close Corporations Act and the Companies Act 71 of 2008 and Regulations (as dealt with in various textbooks and Commercial Law subjects). The IAC working paper file also provides all the relevant information. Despite having the theoretical background, it is necessary to apply this in practice. In other words, you need to be aware of how the various laws, procedures, duties and responsibilities are interpreted and dealt with in practice. These sections may not be applicable in terms of the additional services offered to clients. The onus rests on the student to prepare for this section in the form of a case study/simulated work samples based on the actual information of clients. For instance, prepare a cash flow forecast, break-even analysis, ratios etc even if the client has not requested these services (in own time).