European Union: Corporate/Commercial Law

The Malta Financial Services Authority has introduced significant amendments to its Investment Services Rules affecting firms offering contracts for difference and rolling spot forex contracts. These changes streamline authorisation requirements, align capital thresholds with EU frameworks, and recalibrate governance expectations while removing certain prescriptive obligations that have been superseded by broader European legislation.

The Irish High Court has ruled that shareholders no longer have an automatic right to access a company's privileged legal advice, abolishing the shareholder rule that previously allowed such disclosure. This landmark decision aligns Irish law with recent developments in England, Wales, and Bermuda, fundamentally reshaping the relationship between corporate privilege and shareholder information rights.

Cyprus company redomiciliation transfers a foreign company's registered office to Cyprus without dissolving it, preserving legal identity, contracts, assets and trading history. The process requires careful analysis of tax implications, asset valuation rules under Article 33B(3), and substance requirements to determine whether continuation is commercially worthwhile compared to incorporating a new Cyprus entity.

Die ESMA hat klargestellt, dass Event Contracts mit binärem Auszahlungsprofil als Derivate unter bestehende EU-Produktinterventionsmaßnahmen fallen und deren Vertrieb an Retail-Kunden EU-weit verboten ist. Unternehmen, die solche Produkte oder vergleichbare Prediction-Market-Instrumente anbieten, müssen ihre Produktklassifizierung, Vertriebskanäle und MiFID-II-Zulassungsstatus dringend überprüfen und dokumentieren.

Germany's transition period for Payment for Order Flow (PFOF) has ended, and BaFin has issued detailed supervisory guidance outlining prohibited circumvention structures and expectations for PFOF-free business models. The regulator applies an economic substance test that looks beyond mere form, requiring firms to justify fees in vertically integrated groups and trace orders through intermediary chains back to retail clients.

Ireland's EU Council Presidency has launched a legislative-political agenda for the financial services sector, prioritizing competitiveness, simplification, and strategic resilience aligned with the Draghi and Letta reports. The program shifts EU financial market regulation from post-crisis risk reduction toward capital market deepening and digital sovereignty, with binding delivery commitments and timelines through year-end 2026.

Matheson has contributed to The Global Legal Post's Law Over Borders Merger Control Law Guide, offering jurisdiction-specific insights into merger control regimes worldwide. Calum Warren and Simon Shinkwin provide a comprehensive overview of Ireland's merger control framework, covering everything from jurisdictional scope to enforcement mechanisms.

Every few months, I find myself in a familiar conversation with a foreign investor who is approaching a French transaction for the first time. They have done cross-border deals before, and have done their research. They usually arrive with a version of the same assumption: that France is more complicated than it needs to be, that the regulatory environment is from a different era, and that with the right advisors, the complexity can be “figured out.”

The Court of Justice of the European Union has ruled on the extent of competition authorities' powers to seize business emails during antitrust investigations without prior judicial authorization. This landmark decision addresses fundamental questions about the balance between effective competition law enforcement and the protection of corporate communications under EU fundamental rights law.

The Irish High Court has addressed a fundamental question about legal advice privilege in corporate law: can a company assert privilege against its own shareholders? This decision examines the controversial 'shareholder rule' and its compatibility with the principle of separate legal personality established in Salomon v Salomon, following the Privy Council's recent rejection of this rule in England and Wales.

France has enacted Law No. 2026-122, establishing a groundbreaking confidentiality regime for in-house legal counsel opinions, addressing a longstanding competitive disadvantage faced by French companies in cross-border disputes.

Legal privilege in tax matters operates differently across jurisdictions, and understanding these distinctions is critical for protecting confidential communications.