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.

Newsworthy

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 Mondaq.com.

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

Authors
 
In association with
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
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
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). 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 & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd 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 or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.