European Union: Corporate Governance

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Article
Rescuing The Orphaned Company: The Special Manager Beyond Liquidation
When the sole director and shareholder of a Maltese company dies, a unique governance vacuum emerges that existing legislation fails to adequately address. The Commercial Court's recent decision in Budget Services Limited v X demonstrates how judicial pragmatism can provide temporary relief, but raises critical questions about the need for comprehensive legislative reform to protect orphaned companies from operational paralysis.
Malta Commercial
GA
Ganado Advocates
Article
Sanctions Monitoring Board Issues Guidance Document On Sanctions Compliance Requirements
Malta's Sanctions Monitoring Board has issued comprehensive compliance guidelines establishing a legally binding framework for sanctions implementation. The new requirements mandate enterprise-wide risk assessments, enhanced customer due diligence extending beyond traditional beneficial ownership analysis, and robust screening protocols to identify and prevent sanctions breaches.
Malta Commercial
GA
Ganado Advocates
Article
Central Bank Of Ireland Review Of Delegation By Fund Management Companies
The Central Bank of Ireland has completed its review of delegation practices across fund management companies, examining how the sector's dramatic growth to €5.6 trillion in assets has impacted oversight and governance frameworks. With 9,000 authorized funds now supported by 121 FMCs, the regulator has identified both effective practices and areas requiring enhancement across five critical operational domains. FMCs must now benchmark their policies against these supervisory expectations and implement
Ireland Wealth Mgt
D
Dechert
Article
German Government Seeks To End ‘circumvention’ Of Co-determination Through Shelf SE
The German Federal Government has announced plans to restrict co-determination arrangements through European Companies (SE) established without employees, potentially ending the use of 'Shelf SEs' to circumvent German co-determination law. While no draft bill or specific implementation provisions have been announced, companies currently planning or preparing SE structures should closely monitor developments and examine their available options.
Germany Commercial
PL
PwC Legal Germany
Article
Update On Employee Participation In Management: No Cross-Counting Of Employees Of A Joint Enterprise For The Threshold Under The One-Third Participation Act, Federal Court Of Justice 06/2026
The Federal Court of Justice has issued a landmark ruling clarifying whether employees of joint ventures can be counted toward the 500-employee threshold required for mandatory employee representation on supervisory boards under Germany's One-Third Participation Act. This decision resolves a long-standing controversy in corporate co-determination law with significant implications for how companies structure their corporate groups and joint ventures.
Germany Commercial
PL
PwC Legal Germany
Article
Privilege And Shareholders’ Rights In Ireland
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.
Ireland Commercial
WF
William Fry
Article
First “Direct” Pecuniary Sanction Under Sapin II: Compliance Lessons From Decision 25-01 (Société V And MS)
France's Anti-Corruption Agency has imposed its first direct financial penalties under the Sapin II Law on a holding company and its executive for failing to implement required corruption prevention measures, marking a significant shift in enforcement approach. The decision establishes that compliance deficiencies are assessed at the audit date rather than when remediation occurs, and that senior executives may face personal liability for non-compliance. What does this landmark ruling mean for multinational
Worldwide Criminal
MB
Mayer Brown
Article
Central Bank Of Ireland Review Of FMC Delegation In The Irish Funds Sector: Feedback Report
The Central Bank of Ireland has published its feedback report on delegation practices in the Irish funds sector, identifying both effective frameworks and areas requiring enhancement across governance, oversight, and control mechanisms. Fund management companies must now conduct gap analyses and implement board-approved remediation plans by year-end 2026 to address identified deficiencies in their delegation arrangements.
Ireland Finance
W
Walkers
Article
The Pensions Authority’s 2025 Supervisory Findings And The Path To Authorisation
The Pensions Authority has released its 2025 supervisory findings, revealing critical governance gaps that trustees must address before the upcoming scheme authorisation regime. With master trusts facing authorisation in 2027, followed by DC schemes in 2028 and DB schemes in 2029, the report's expectations around documentation, risk management, and active oversight will directly inform authorisation standards.
Ireland Employment
WF
William Fry
Article
EU Commission Opens Public Discusson On Draft Guidelines Of Classification Of High-Risk AI Systems
The European Commission has launched a public consultation on draft guidelines for classifying high-risk AI systems under the EU AI Act, with stakeholders having until June 2026 to provide feedback. These guidelines aim to help providers and deployers determine whether their AI systems fall into high-risk categories that significantly affect health, safety, or fundamental rights.
Luxembourg Media & IT
CL
CMS Luxembourg
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