Europe: Corporate/Commercial Law

The independent education sector is experiencing significant consolidation through mergers and acquisitions, raising critical questions about when schools should conduct due diligence. With budgets under pressure and governing bodies scrutinizing every resource commitment, moving directly into full transaction processes can prove costly if fundamental issues only emerge after substantial investment, making preliminary due diligence an increasingly attractive alternative.

A High Court decision demonstrates the judiciary's readiness to impose substantial costs orders against parties whose unreasonable conduct obstructs estate administration, particularly where charitable beneficiaries face prolonged delays in receiving their entitlements. The case involved a seven-year dispute over a residential property estate where persistent objections and meritless challenges prevented distribution, ultimately resulting in indemnity costs orders exceeding £148,000 against the obstruc

The Charity Commission's 2026 Risk Assessment reveals a troubling 67% increase in cases of charitable status abuse over two years, with generative AI now enabling sophisticated fraud in registration and grant applications. As public trust remains high but vulnerabilities grow, what governance measures can charities implement to protect against private benefit exploitation and technological threats?

Private equity sponsors and portfolio companies are beginning to grapple with how artificial intelligence adoption should influence management incentive plan design, talent retention strategies, and performance metrics. As AI transforms value creation across industries, the question emerges whether traditional equity compensation structures remain fit for purpose or require fundamental reconfiguration to align with new business realities.

Private credit providers taking control of distressed borrowers face unique challenges in designing effective management incentive plans. Unlike traditional private equity structures, post-restructuring scenarios require innovative combinations of equity and cash-based incentives to align management interests with lender objectives while navigating significant debt obligations and steep return hurdles.

The Supreme Court has clarified the application of LLP 'salaried members' rules in a landmark tax case involving BlueCrest Capital Management, examining whether members should be treated as employees for tax and National Insurance purposes. The judgment refines the interpretation of 'disguised salary' and 'significant influence' tests, establishing that legal and constitutional significance takes precedence over commercial significance when determining member status. This decision has far-reaching implicati

Global supply chain disruptions from conflicts, extreme weather, and lithium battery fires are forcing businesses to confront complex contractual obligations. Understanding force majeure clauses and their strict requirements has become critical as parties struggle to claim relief or resist such claims, with the legal burden falling squarely on those seeking to invoke these provisions.

Risk management is a critical aspect of international construction projects. One of the key tools used to manage risk in this context is the provision of bonds. It is common industry practice for employers to require contractors to provide bonds as security for potential risks and various obligations. This practice is also reflected in standard form construction contracts, such as those issued by the International Federation of Consulting Engineers (FIDIC), the New Engineering Contract (NEC) and the Joint Contracts Tribunal (JCT), which include provisions addressing different scenarios in which bonds may be provided.

This article briefly describes the practical operation of pay-when-paid and pay-if-paid type payment clauses, which are frequently encountered in construction projects and, accordingly, in construction contracts. In this piece, I will not go into the details of the doctrinal debates and will rather adopt a practical perspective.

Shareholder disputes can quickly escalate from minor disagreements over dividends or director performance into serious conflicts that threaten a company's operations and reputation. Understanding the legal rights available, resolution routes from negotiation to court remedies, and preventative measures through well-drafted agreements can help UK shareholders act early and avoid unnecessary costs.

Article 198 of the Turkish Commercial Code imposes notification obligations when shareholding ratios cross specific thresholds, yet ambiguities persist regarding who must notify, what information must be disclosed, and which types of share acquisitions trigger the requirement. This analysis examines whether natural persons qualify as undertakings subject to notification, whether indirect shareholders without control must report changes, and whether rights beyond ownership fall within the statute's scope.

Serbest fonlar başta olmak üzere yatırım fonlarının fiili dolaşımdaki pay oranı düşük şirketlerde oluşturdukları yoğunlaşma sebebiyle piyasada oluşan yapısal risklerin giderilmesi amacıyla SPK, hem bu oranın hesaplanmasına ilişkin kuralları hem de yatırım fonlarının yatırım sınırlamalarını yeniden ve detaylı şekilde düzenlemiştir. Bu yazıda özellikle fiili dolaşımdaki pay oranına ilişkin değerlendirmelerimize yer verilmiştir.