Wednesday, November 22, 2017

How can a law firm differentiate itself?

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In this increasingly competitive legal landscape, firms are on the look-out for new ways to attract and keep clients. Our recently published report, ‘Standing out from the Crowd’, offers insight into what in-house lawyers value the most. 

Among the 200 in-house lawyers we surveyed, price got a score of 7.5 out of 10, making it the fourth most important factor behind responsiveness, an understanding of clients’ business and industry and possessing specialist expertise.

Two words were key when it came to law firm pricing: transparency and creativity.

Some 97% of surveyed in-house lawyers value transparent pricing. Transparency creates certainty about what the final legal bill will be. Many in-house teams frequently state that cost certainty is more important than the final cost itself. 

Cost certainty aside, our series of interviewees frequently mentioned that creative and bespoke pricing structures truly distinguish firms. 

At a time when the pressure on law firms and in-house legal teams to do more with less has never been greater, it is more important than ever for lawyers to have the tools to deliver the right answer to their clients in a cost-effective way. 

Thomson Reuters Practical Law and Westlaw UK provide trusted answers, which are comprehensive, up to date and precise. Giving lawyers the confidence to take the right action – quickly and accurately. 

Find out how Practical Law and Westlaw UK can help enable you to engage clients with transparency and creativity today:

Friday, November 10, 2017

When Accidents are Serious

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Have you been in a car accident? If it was more than your average fender-bender and left you under piles of automobile repair bills or medical bills, it may be time to take your accident to court. When car accidents are more serious than the everyday ‘oops’, insurance companies might not cover the amount that you feel you are really owed. If your feel you are due greater compensation than you had received, having a lawyer on your side and taking your case to the legal system may be the step it takes to get you what you deserve. Here are a few tips to follow and an idea of how to proceed.

If you have ever hired a lawyer, then you already know it can be a tedious process. Out of so many lawyers offering their services, how are you to know how to choose? There are three main things which you might want to consider looking for when choosing a lawyer: locale, compatibility, and passion. Look for an auto accident lawyer local to your area. This ensures that they are familiar with the local courts and judges, thus they will know how best to appeal to certain judges, giving you a leg up on your case. Find a lawyer with whom you are compatible. No, your lawyer will probably not be your new best friend, but you want someone with whom you feel comfortable and confident around, and who you trust. Finally, look for a lawyer who is passionate about your case! If he or she cares about the case, then he or she will work harder than someone else who could really take it or leave it. Have a consultation with potential before hiring to make sure all bases are covered and to ask any questions. Still a bit iffy? Learn more here.

When building your case, the main ingredient is evidence. You need to be able to convince judge and jury that you are in the right and deserve your total compensation. Gather any statements by police or witnesses taken at the scene of the accident, and medical bills or auto repair bills post accident with proof that these issues were not ongoing before the accident occurred. A strong case is built on strong evidence and is more likely to sway an outcome in your favor.

Ultimately don’t be surprised if the case does not go to court. More often than not, car accident cases settle before anyone sets foot in a courtroom. In most cases, this is the preferable outcome because it means a settlement that benefits you alongside smaller lawyer bills while avoiding a judgement potentially out of your favor. Work with your lawyer to make the best decisions for you.

Local rules for mergers and acquisitions in Malaysia

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Opening a company in Malaysia can be a bit difficult for foreign investors from European and Western countries because of the local laws, but also the different culture they will find here. However, this doesn’t mean they have to look somewhere else, they just need to inform themselves and ask for assistance in most cases. The law is the best help when starting a company in Malaysia. 
The possibilities of owning a business in Malaysia are multiple. One can register a business from scratch or buy an existing company. The second option has become quite popular among investors during the last several years and led to the development of the mergers and acquisitions (M&A) market in Malaysia.
Legislation on mergers and acquisitions in Malaysia
Foreign companies must comply with the local rules when merging or acquiring a Malaysian company. The main laws providing for these transactions are the Companies Law, the Code and Rules on Takeovers, the Capital Market and Services Act and the Listing Requirements. Apart from these, the Employment Law must also be respected as it provides for the protection of employees when a company takeover is completed.
Those unacquainted with the local legislation, must also know that there are several types of M&A transactions which can be concluded. Mergers and acquisitions in Malaysia can imply private or public companies. M&A transactions are:
  • mergers;
  • total acquisitions;
  • partial acquisitions.
While mergers cannot further be categorized, acquisitions can happen at various levels in a company.
Merging or acquiring a Malaysian company
The merger can be defined as a transaction under which two companies are united under the same umbrella. Usually, the large company will take over a smaller company or a company facing financial difficulties. 
In the case of acquisitions, these can be concluded by:
  • mandatory or voluntary offers;
  • schemes of arrangement;
  • acquisitions of assets and liabilities.
The takeover by mandatory or voluntary offers are usually concluded by signing of a sale-purchase agreement between two companies through their shareholders. In the case of a mandatory offer, certain acquisition thresholds must be met by the acquiring company – usually the company wants to buy more than 33% of the shares in the target-company.
Schemes of arrangement and acquisitions of assets and liabilities are usually amicable procedures which imply a cooperation between the acquiring and the target companies.
In the case of M&A transactions larger than 20 million MYR, the Economic Planning Unit in Malaysia must be notified.
What are the documents related to M&A transactions in Malaysia?
First of all, a merger or an acquisition of a Malaysian company cannot occur without the appointment of persons acting in concert to the transactions. These will be the liaison contacts between companies during the negotiations.
The documentation which must be presented in a M&A transaction in Malaysia include the offer letter, a confidentiality agreement, a due diligence report, a definitive contract for the sale-purchase of the target company, an offer document and an independent advice document, a shareholders’ approval resolution and a circular with the shareholding percentage of each stockholder in the target-company.

The local rules for mergers and acquisitions of Malaysian companies are quite complex and deep research is advised before starting the procedure. 

How to buy a company in Spain

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Businessmen who want to start companies in Spain have several choices, perhaps this is one of the greatest advantages of opening a business here. Apart from the registration of a new company, there are two other possibilities for foreigners to own companies in Spain: to buy read-made companies, usually known as shelf companies, or to acquire other companies, a process which falls under the Civil Code.
We will analyze both options, in order to help you make an informed decision.
Shelf companies in Spain vs. registering a new firm
Many foreign investors buy shelf companies in Spain. Why? Simply because these companies are already registered and can start their activities as soon as the transfer of ownership has been concluded. Starting a new company implies registration at national and local levels because the national registration is the actual company incorporation process with the Trade Register and the tax authorities, while the local one implies obtaining the notification of the town council to operate in a certain city. 
In the case of shelf companies, the national registration process is already completed. 
What does buying a shelf company imply?
When deciding to purchase a ready-made company make no mistake: first check what you are buying. A company due diligence process might come in handy here. Make sure to enquire about the age of the company (of course, you can have your own requests related to this), ask if the company has a VAT number (they usually do, but double checking doesn’t hurt). It would also be worth asking about the bank account.
So, the shelf company has passed the due diligence check.  A meeting with the seller should always take place before the actual purchase. Details like the payment, the transfer, the sale-purchase agreement, or even a pre-sale agreement should be considered during this first meeting. Once this is completed, the sale-purchase contract through which the company is passed from one owner to another should be signed before a public notary.
Other steps after buying a Spanish shelf company
The purchase of a ready-made company doesn’t stop after you signed the agreement. You will then have to modify the incorporation documents of the company with your name and announce the Trade Register about these changes. You can also change the company address and appoint new directors, so it is best to make these changes all at once in order to spare a few trips to the Companies Register.
Acquiring a company under the Spanish Civil Code
The process of buying a company under the mergers and acquisitions regulation is a bit more complicated and requires more time. It also comes with more obligations for you as a buyer, as you will be required to also comply with the Employment Law and ensure the protection of the workers. 
There is also a great chance for the company to be put on auction and you will have to compete with other investors trying to buy the same company. Also, the paperwork related to acquiring a company is far more comprehensive and needs a through verification before being filed with the authorities.

Each type of purchase of an existing business has its own advantages and disadvantages; however, it will always rest in the buyer’s hands which option is better. Perhaps the best factor influencing such decision is how soon you intend on doing business there.