Tag: David Hill

Cross Border & International Transactions

EU cross-border mergers | structuring to fall within the EU cross-border merger regime

Cross Border Mergers Parslows InternationalEU cross border mergers | structuring to fall within the EU cross-border merger regime

The United Kingdom Court of Appeal (“Court of Appeal”) has confirmed in a judgement (January 2018) that a company was entitled to use and benefit from the EU cross border mergers regime*  for its corporate reorganisation.  This is notwithstanding the fact that the only cross-border element was the inclusion of a dormant foreign entity which was in place solely to allow the UK structure to benefit from the cross-border rules.

The Court of Appeal looked at the purpose of the underlying EU directive dealing with the cross border merger regime.

It determined inter alia that the EU cross border regime exists in order to facilitate corporate freedom of establishment in any EU member country and the Courts should not be restricting this right.  The object of the law was to facilitate cross-border mergers “for whatever purpose”. The structure under scrutiny, was for a legitimate commercial objective and was structured in order to take advantage of the right to use the cross border merger regime. It found that there had been no abuse of rights in organising the transaction to fall within this regime.

If you require any further information, advice or assistance please contact our head of Cross Border & International Transactions, David Hill at david.hill@parslowsinternational.com

Cross Border & International Transactions

 


Main Contact|  David Hill

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 

*Cross Border Mergers Directive 2005/56/EC, implemented in the United Kingdom through the Companies (Cross Border Mergers) Regulations 2007. These rules were consolidated in EU Directive 2017/1132.

Cross Border & International Transactions

PSD2 brings opportunities for Jersey’s fintech / regtech disruptors

Payment services directive | Parslows InternationalPayment Services Directive

January 2018 marked the deadline for EU Member States to implement the revised Payment Services Directive (PSD2) into national law.  Though not an EU member, Jersey has also recently adopted amendments to its own domestic legislation, ensuring it remains consistent with PSD2.

The first Payment Services Directive (PSD1) was introduced in 2007.  Aimed at harmonising consumer protection and the rights and obligations for payment providers and users, it paved the way for the creation of the Single Euro Payments Area (SEPA), the culmination of efforts to increase efficiency and lower costs associated with cross-border payment processing within the EU / EEA.

Befitting their role as significant European financial centres, Britain’s Crown Dependencies (Jersey, Guernsey and the Isle of Man) joined SEPA in May 2016.

PSD1 was followed in 2016 by PSD2.  This second EU Directive aims to further catalyse competition and innovation in the payments industry.  Expanding the reach of the EU legislation, extending it to new types of payment services, PSD2 aspires to create a digital single market within Europe.

A key change is the bringing into scope of transactions in which one of the payment service providers is outside SEPA.  Another change brings access to bank account data (with the consent of the account holder) for two new types of Third Party Providers: Account Information Service Providers (AISPs) and Payment Initiation Service Providers (PISPs).  This has been heralded as ending the banks’ monopoly on their customers’ account information and payment services.

PISPs will be able to initiate payments on the customer’s behalf.  Access for AISPs will allow them to present a banking customer with analysis of all that person’s accounts enabling them, for example, to inform the customer’s spending behaviour and consolidate account information from different banks into a single report.

Commentary | Payment Services Directive

The potential security implications of allowing third party access to bank customers’ account data are clear, hence PSD2 introduces enhanced customer protections and new security requirements for electronic payments and account access. It will be interesting to see how, in practice, PSD2 interacts with that other far-reaching piece of EU legislation due in 2018, the General Data Protection Regulation (GDPR).

With an established finance and regulatory sector, and having been quick to develop advanced digital infrastructure and promote digital innovations (one of the first jurisdictions to adopt a regulatory regime for virtual currency), Jersey’s growing ranks in the fintech / regtech space could be well placed to exploit the greater opportunities for industry disrupters which it is anticipated PSD2 will bring.

If you require any further information, advice or assistance please contact Mason Birbeck at mason.birbeck@parslowsinternational.com

Cross Border & International Transactions


Main Contact |  David Hill 

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct.

News and Deals

Parslows International advises State owned company on acquisition of a London based customs broker

Acquisition | Parslows International

Parslows International has recently advised a State owned company on its acquisition of a London based customs broker

“Parslows International corporate team has assisted our client with this acquisition  demonstrating the strength that we as a firm can bring to transactions that span a range of jurisdictions.” David Hill

If you require any further information, advice or assistance regarding how we can assist you with corporate and or mergers & acquisitions  please contact David Hill on david.hill@parslowsinternational.com

Corporate / M&A


Media Contact:

Sally Chinn
Parslows International
Tel: 01534 630530
Email: sally.chinn@parslowsjersey.com
https://parslowsinternational.com


Notes to Editors

Parslows International:

Parslows International is a niche law firm headquartered in Jersey, Channel Islands. It  provides specialist legal advice in Corporate law, Commercial law, Private Client and Trust work and Commercial property.  It has particular expertise that it can call on in cross-border, M&A and international transactions.

Parslows International lawyers have advised and assisted on transactions in many parts of the world including Australia, China, Dubai, much of the EU, Hong Kong, India, Kazakhstan, the United Kingdom, USA, the Republic of Ireland, Russia and Singapore.