Worldwide: EurorResource--Deals And Debt - July 2013

Last Updated: August 13 2013
Article by Corinne Ball

Recent Developments

Global—On 26 July 2013, the French government filed an amicus curiae ("friend of the court") brief supporting Argentina's petition requesting the U.S. Supreme Court to review a ruling handed down by the U.S. Court of Appeals for the Second Circuit on 26 October 2012 (see NML Capital, Ltd. v. Republic of Argentina, 699 F.3d 246 (2d Cir. 2012)) upholding a lower court order enjoining Argentina from making payments on restructured defaulted debt without making comparable payments to holdout bondholders. The protracted legal saga arising from Argentina's US$100 billion default in 2001 has come to involve the International Monetary Fund (the "IMF"), the U.S. and, now, France due to its implications for future sovereign-debt restructurings. In its amicus brief, France argues, among other things, that: (i) the Second Circuit's ruling deviates from fundamental tenets of equity jurisprudence; and (ii) the Second Circuit's decision threatens wider public interests. The IMF recently backed away from a plan to support Argentina's appeal after U.S. Treasury officials counseled that it was not the right time for the fund to get involved in the case. The Supreme Court will not decide until this fall whether to hear Argentina's appeal.

The UK— In a much-awaited judgment, In the Matter of the Nortel Companies and In the Matter of the Lehman Companies, [2013] UKSC 52 (24 July 2013), the UK Supreme Court has decided that the liability of a company in administration or liquidation to contribute to an underfunded defined benefit pension fund following a Financial Support Direction or Contribution Notice issued by the UK Pensions Regulator after the commencement of the insolvency process was a provable debt ranking equally with other unsecured creditors. Crucially, it was held that it was not an expense of the administration or liquidation which would cause it to rank ahead of all creditors, except fixed charge holders, and the administrator's or liquidator's own remuneration. This is a very helpful decision as it brings certainty after several unsettled years over the treatment of these pension liabilities which, because of their size, are able to alter fundamentally the centre of gravity of any administration or liquidation. A more detailed discussion of the ruling can be accessed here.

The Netherlands—Effective 1 July 2013, Dutch corporate governance legislation has been amended with respect to shareholder rights, identification of shareholders and disclosure obligations with the goal of improving interaction and dialogue between companies and their shareholders. Key features of the amendments include:

Amendments applying to all (listed and non-listed) Dutch NV-companies (Naamloze Vennootschappen). The statutory threshold for shareholders eligible to request agenda items for a general meeting was increased from one percent to three percent. Thus, only one or more shareholders representing in aggregate at least three percent of the issued share capital may exercise this right. The alternative threshold—an aggregate capital interest of at least €50 million—was abolished. However, a company's articles of association may establish lower threshold(s).

Amendments applying only to Dutch-listed companies (both Dutch NV-companies and foreign companies whose shares are listed in the Netherlands). The lowest threshold requiring disclosure of substantial shareholdings (i.e., any direct or indirect capital interest or controlling right) in a listed company was reduced from five percent to three percent. Therefore, any shareholder with shareholdings representing between three and five percent of a listed company's stock on or after 1 July 2013 must notify the AFM (the Netherlands Authority for Financial Markets) no later than 29 July 2013. The prior five percent threshold continues to apply. The notification requirements now also apply to gross short positions.

Rules allowing listed companies to identify shareholders and their respective holdings were also introduced. The new identification procedures apply only to shareholders representing at least 0.5 percent of the issued share capital. The company may request disclosure of the information from certain institutions and intermediaries. Any such request must be made no earlier than 60 days before a general meeting. Moreover, one or more shareholders holding in aggregate at least 10 percent of a listed company's stock may request that the company take steps to identify certain shareholders. Any such request must be made no earlier than 60 days, and not later than 42 days, before a general meeting. All requests must be disclosed on the company's web site.

Going forward, a listed company may circulate information among identified shareholders (identified as described above) on its own initiative or upon a request of one or more identified shareholders representing in aggregate: (i) at least one percent of the listed company's issued capital; or (ii) a capital interest of at least €250,000 ("qualifying shareholders"). The information to be circulated may relate solely to items placed on the agenda of a general meeting. The company is obligated to circulate the information as provided by qualifying shareholders, unless: (i) the request was made later than six business days prior to the day of the general meeting; (ii) the information is deemed inaccurate or misleading; or (iii) due to the nature of the information, it is not reasonable to expect the company to do so. After the information has been circulated among the identified shareholders, the listed company must immediately make the information available on its web site.

Spain—Spanish Royal Decree Law 9/2013 of 12 July 2013 ("RDL 9/2013"), which adopts urgent measures to guarantee the financial stability of Spain's electric power infrastructure, was published in the Official Gazette on 13 July 2013. RDL 9/2013 includes, among other things, a new remuneration framework for existing renewable energy projects. The goal of the reforms is to reduce the electricity tariff deficit by reducing the regulated costs of transmission, distribution and renewable energy installations. The reforms are expected to have an impact of more than €2.5 billion.


Jones Day advised Canyon Capital Advisors LLC ("Canyon") in connection with the senior secured facility for Spain-based casino and gambling multinational Codere S.A. ("Codere"). Canyon is the largest senior lender involved in Codere's €120 million secured senior facility maturing in December 2013. Codere's restructuring efforts ensued after it failed to refinance a €120 million line of credit that expired on 15 June. The family-owned company has been plagued by exchange rate problems in Argentina, where Codere has substantial operations, the forced shuttering of certain gambling halls in Mexico due to a falling out with local authorities and rising competition from online gambling.

Jones Day advised Inveravante Inversiones Universales, S.L. in connection with the preparation of an investment and shareholder agreement in order to incorporate Cofides, S.A. as shareholder of Grupo Eólico Dominicano, S.A. Spain-based Inveravante S.L. is a privately owned energy, finance and real estate conglomerate that purchases or develops assets in the energy sector in Spain and internationally.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions