Nordic States Almanac 2018
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ADMISSION DOCUMENT Nortel AS Admission to Trading of Ordinary
ADMISSION DOCUMENT Nortel AS A private limited liability company incorporated under the laws of Norway, registered no. 922 425 442. Admission to trading of ordinary shares on Merkur Market This admission document (the Admission Document) has been prepared by Nortel AS (the Company or Nortel and, together with its consolidated subsidiaries, each being a Group Company, the Group) solely for use in connection with the admission to trading (the Admission) of the Company’s 14,416,492 shares, each with a par value of NOK 0.01 (the Shares) on Merkur Market. The Company’s Shares have been admitted for trading on Merkur Market and it is expected that the Shares will start trading on 18 November 2020 under the ticker symbol “NTEL-ME”. The Shares are, and will continue to be, registered with the Norwegian Central Securities Depository (VPS) in book-entry form. All of the issued Shares rank pari passu with one another and each Share carries one vote. Merkur Market is a multilateral trading facility operated by Oslo Børs ASA. Merkur Market is subject to the rules in the Securities Trading Act and the Securities Trading Regulations that apply to such marketplaces. These rules apply to companies admitted to trading on Merkur Market, as do the marketplace’s own rules, which are less comprehensive than the rules and regulations that apply to companies listed on Oslo Børs and Oslo Axess. Merkur Market is not a regulated market. Investors should take this into account when making investment decisions THIS ADMISSION DOCUMENT SERVES AS AN ADMISSION DOCUMENT ONLY, AS REQUIRED BY THE MERKUR MARKET ADMISSION RULES. -
Del 1 – Hovedblankett
Samordnet registermelding Del 1 – Hovedblankett for registrering i Enhetsregisteret, Foretaksregisteret, Merverdiavgiftsregisteret, NAV Aa-registeret, SSBs Bedrifts- og foretaksregister, Stiftelsesregisteret og Skattedirektoratets register over upersonlige skattytere 1. Navn/foretaksnavn 1.1 Enhetens fullstendige navn/foretaksnavn (fylles alltid ut) Organisasjonsnummer: ı ı ı ı ı ı ı ı ı ı 1.2 Eventuelt nytt navn/foretaksnavn. For enheter registrert i Foretaksregisteret er navne-/foretaksnavneendringen gebyrbelagt 1.3 Eget navn på virksomheten (oppgis bare hvis selve virksomheten drives under et annet navn enn enhetens fullstendige navn/foretaksnavn) 2. Meldingen gjelder 2.1 Enhet som ikke er registrert tidligere 2.3 Beslutning om (enhet som ikke har eget organisasjonsnummer) oppløsning av enhet Ved kjøp, salg eller nedleggelse > av virksomhet må felt 9 og 10 2.2 Endringer/nye opplysninger 2.4 Sletting av enhet fylles ut. (fyll bare ut de felt endringen gjelder) 3. Registrering i andre registre (i tillegg til registrering i Enhetsregisteret) 3.1 Skal enheten registreres i Foretaksregisteret? Nei Ja > Se veiledningen om registrerings- Det er gebyr på registreringen. rett/-plikt i Foretaksregisteret. 3.2 Har virksomheten omsetning som kommer inn under Nei Ja > Hvis ja, sender du inn blankettens merverdiavgiftslovens bestemmelser? del 2 når beløpsgrensen er nådd. Se egen veiledning for del 2. 3.3 Enheten - har eller venter å få arbeidstakere Nei Ja - betaler/skal betale andre enn arbeidstakere Nei Ja vederlag som det skal betales arbeidsgiveravgift > Hvis ja, får du nærmere informasjon av etter folketrygdloven § 23-2 tilsendt. 3.4 Har eller venter enheten å få virksomhet på flere adresser? Nei Ja 4. Hovedkontorets adresse (forretningsadresse/besøksadresse) Gate, husnummer eller sted Postnummer Poststed Kommune Land Telefonnummer Telefaksnummer Mobiltelefonnummer Hjemmeside 5. -
Limited Partnerships
INTELLECTUAL PROPERTY AND TRANSACTIONAL LAW CLINIC LIMITED PARTNERSHIPS INTRODUCTORY OVERVIEW A limited partnership is a business entity comprised of two or more persons, with one or more general partners and one or more limited partners. A limited partnership differs from a general partnership in the amount of control and liability each partner has. Limited partnerships are governed by the Virginia Revised Uniform Partnership Act,1 which is an adaptation of the 1976 Revised Uniform Limited Partnership Act, or RULPA, and its subsequent amendments. HOW A LIMITED PARTNERSHIP IS FORMED To form a limited partnership in Virginia, a certificate of limited partnership must be filed with the Virginia State Corporation Commission. This is different from general partnerships which require no formal recording with the Commonwealth. The certificate must state the name of the partnership,2 and, the name must contain the designation “limited partnership,” “a limited partnership,” “L.P.,” or “LP;” which puts third parties on notice of the limited liability of one or more partners. 3 Additionally, the certificate must name a registered agent for service of process, state the Post Office mailing address of the company, and state the name and address of every general partner. The limited partnership is formed on the date of filing of the certificate unless a later date is specified in the certificate.4 1 VA. CODE ANN. § 50, Ch. 2.2. 2 VA. CODE ANN. § 50-73.11(A)(1). 3 VA. CODE ANN. § 50-73.2. 4 VA. CODE ANN. § 50-73.11(C)0). GENERAL PARTNERS General partners run the company's day-to-day operations and hold management control. -
Addressing Duty of Loyalty Parameters in Partnership Agreements: the More Is More Approach
Athens Journal of Law XY Addressing Duty of Loyalty Parameters in Partnership Agreements: The More is More Approach * By Thomas P. Corbin Jr. In drafting a partnership agreement, a clause addressing duty of loyalty issues is a necessity for modern partnerships operating under limited or general partnership laws. In fact, the entire point of forming a limited partnership is the recognition of the limited involvement of one of the partners or perhaps more appropriate, the extra-curricular enterprises of each of the partners. In modern operations, it is becoming more common for individuals to be involved in multiple business entities and as such, conflict of interests and breaches of the traditional and basic rules on duty of loyalty such as those owed by one partner to another can be nuanced and situational. This may include but not be limited to affiliated or self-interested transactions. State statutes and case law reaffirm the rule that the duty of loyalty from one partner to another cannot be negotiated completely away however, the point of this construct is to elaborate on best practices of attorneys in the drafting of general and limited partnership agreements. In those agreements a complete review of partners extra-partnership endeavours need to be reviewed and then clarified for the protection of all partners. Liabilities remain enforced but the parameters of what those liabilities are would lead to better constructed partnership agreements for the operation of the partnership and the welfare of the partners. This review and documentation by counsel drafting general and limited partnership agreements are now of paramount significance. -
Comparative Company Law
Comparative company law 26th of September 2017 – 3rd of October 2017 Prof. Jochen BAUERREIS Attorney in France and Germany Certified specialist in international and EU law Certified specialist in arbitration law ABCI ALISTER Strasbourg (France) • Kehl (Germany) Plan • General view of comparative company law (A.) • Practical aspects of setting up a subsidiary in France and Germany (B.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 2 A. General view of comparative company law • Classification of companies (I.) • Setting up a company with share capital (II.) • Management bodies (III.) • Transfer of shares (IV.) • Taxation (V.) • General tendencies in company law (VI.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 3 I. Classification of companies • General classification – Partnerships • Typically unlimited liability of the partners • Importance of the partners – The companies with share capital • Shares can be traded more or less freely • Typically restriction of the associate’s liability – Hybrid forms © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 4 I. Classification of companies • Partnerships – « Civil partnership » • France: Société civile • Netherlands: Maatschap • Germany: Gesellschaft bürgerlichen Rechts • Austria: Gesellschaft nach bürgerlichem Recht (GesnbR) • Italy: Società simplice © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 5 I. Classification of companies • Partnerships – « General partnership » • France: Société en nom collectif • UK: General partnership (but without legal personality!) • USA: General partnership -
Establishing and Managing a Company
ESTABLISHING AND MANAGING A COMPANY 5.1 Corporate Structures ........................................................ 59 5.2 Accounting ........................................................................ 63 5.3 Auditing ............................................................................. 63 5 5.4 Establishing A Company .................................................. 64 Image Signing a contract, studio shot Establishing a company can be done quickly and easily. 5.1 CORPORATE STRUCTURES Economic freedom, which is guaranteed under the Swiss Consti Numerous official and private organizations assist tution, allows anyone, including foreign nationals, to operate a entrepreneurs in selecting the appropriate legal form for business in Switzerland, to form a company or to hold an interest in one. No approval by the authorities, no membership of chambers of their company and can provide advice and support. commerce or professional associations, and no annual reporting of The federal government’s various websites offer a wide operating figures are required to establish a business. However, foreign nationals must have both work and residence permits in range of information on all aspects of the company order to conduct a business personally on a permanent basis. formation process – from business plan to official Swiss law distinguishes between the following types of business regis tration. entities: partnershiptype unincorporated companies (sole proprietorship, limited partnership or general partnership) and capitalbased incorporated -
General Partnership
BUSINESS ENTITIES VIDEO SERIES, Script Three GENERAL PARTNERSHIP A general partnership is a business owned by two or more people (even a husband and wife), who carry on the business as a partnership. Partnerships have specific attributes, which are defined by Kansas Statutes. All partners share equally in the right and responsibility to manage the business. Each partner is responsible for all debts and obligations of the business. The distribution of profits and losses, allocation of management responsibilities and other issues affecting the partnership are usually defined in a written partnership agreement. General partnerships may file different statements with the Office of the Secretary of State. The filings are optional and not mandatory. The filing fee for Partnership Statements is $35. General partnerships have certain advantages. A general partnership is easy to organize and has few initial costs. A general partnership draws financial resources and business abilities from all partners. It has quasi-entity status in that it may own assets, contract in the partnership name, may sue and be sued in the partnership name and may file separate bankruptcy. Liability is shared by all partners. Partners may take business losses as a personal income tax deduction. The partnership may register a trademark or a service mark to help prevent confusion resulting from deceptively similar business names. General partnerships have certain disadvantages. Each partner is personally liable for all the obligations of the business, not just his or her share. Thus, if a company truck is involved in an accident, each partner's personal assets may be attached by the court to help compensate the injured party. -
Establishing a Business Entity in Australia
Fall 19 INTERNATIONAL LAWYERS NETWORK BRAUNEIS KLAUSER PRÄNDL ESTABLISHING A BUSINESS ENTITY IN AUSTRIA ILN CORPORATE GROUP [ESTABLISHING A BUSINESS ENTITY IN AUSTRIA] 2 This guide offers an overview of legal aspects of establishing an entity and conducting business in the requisite jurisdictions. It is meant as an introduction to these market places and does not offer specific legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship, or its equivalent in the requisite jurisdiction. Neither the International Lawyers Network or its employees, nor any of the contributing law firms or their partners or employees accepts any liability for anything contained in this guide or to any reader who relies on its content. Before concrete actions or decisions are taken, the reader should seek specific legal advice. The contributing member firms of the International Lawyers Network can advise in relation to questions regarding this guide in their respective jurisdictions and look forward to assisting. Please do not, however, share any confidential information with a member firm without first contacting that firm. This guide describes the law in force in the requisite jurisdictions at the dates of preparation. This may be some time ago and the reader should bear in mind that statutes, regulations and rules are subject to change. No duty to update information is assumed by the ILN, its member firms, or the authors of this guide. The information in this guide may be considered legal advertising. Each contributing law firm is the owner of the copyright in its contribution. -
Modification of Fiduciary Duties in Limited Liability Companies
Modification of Fiduciary Duties in Limited Liability Companies James D. Johnson Jackson Kelly PLLC 221 N.W. Fifth Street P.O. Box 1507 Evansville, Indiana 47706-1507 812-422-9444 [email protected] James D. Johnson is a Member of Jackson Kelly PLLC resident in the Evansville, Indiana, office. He is Assistant Leader of the Commercial Law Practice Group and a member of the Construction Industry Group. For nearly three decades, Mr. Johnson has advised clients in a broad array of business matters, including complex commercial law, civil litigation and appellate law. He has been named to The Best Lawyers in America for Appellate Practice since 2007. Spencer W. Tanner of Jackson Kelly PLLC contributed to this manuscript. Modification of Fiduciary Duties in Limited Liability Companies Table of Contents I. Introduction ...................................................................................................................................................5 II. The Traditional Fiduciary Duties ..................................................................................................................5 III. Creation of Fiduciary Duties in Closely Held Business Organizations ......................................................6 A. General Partnerships ..............................................................................................................................6 B. Domestic Corporations ..........................................................................................................................6 -
Partnership Governance of Large Firms Larry E
Partnership Governance of Large Firms Larry E. Ribsteint This Article examines private-equity firms as an example of "uncorporate"structures in the governance of large firms. Other examples include master limited partnerships, real estate investment trusts, hedge funds, and venture capitalfunds. These firms can be seen as an alternative to the corporateform in dealing with the centralproblem of aligning man- agers' and owners' interests. In the standard corporateform, shareholdersmonitor power- ful managers by voting on directors and corporatetransactions, suing for breach offidu- ciary duty, and selling control These mechanisms deal with managerialagency costs by relying on other agents, including auditors, class action lawyers, judges, independent di- rectors, and shareholderintermediaries such as mutual and pension funds. Uncorporations substitute other devices for corporate-type monitoring, including more closely tying manag- ers' economic wellbeing to the firm's fortunes and greaterassurance of distributionsto own- ers. This Article also explores the implications of this analysis for the corporate tax, the enforcement offirms' contractualarrangements, and the future of publicly held firms. INTRODUCTION The modem corporation has been an important engine of busi- ness development. It provides a mechanism for centralizing manage- ment in powerful managers, and thereby a framework for long-term strategic planning and the type of execution essential to large firms. But it also presents the challenge of ensuring that these powerful managers act in investors' interests. While commentators and policymakers debate how to tweak cor- porate governance to ensure managers' accountability to owners, many large firms have turned to a distinctly different partnership form.' Li- "t Mildred van Voorhis Jones Chair, University of Illinois College of Law. -
Choosing the Best Legal Structure for Your Professional Practice
4 APA PRACTICE ORGANIZATION ALTERNATIVE PRACTICE MODELS Choosing the Best Legal Structure for Your Professional Practice here are a variety of legal structures you might choose for your practice. Understanding your Toptions is important since these structures are often the building blocks for alternative practice models such as independent practice associations (IPAs) and management service organizations (MSOs). Given the evolving health care marketplace, it is important to know how traditional legal business models compare to alternative practice models. In some cases, considering the alternatives may lead you to conclude that you simply want or need to shore up your practice by creating a formal legal structure where none currently exists. company. The accompanying chart outlines key comparative If you have a business plan (see apapracticecentral.org/ advantages and disadvantages for the models described business/management/tips/secure/business-plan.aspx), you taking into account the factors listed above. should consider reviewing that document to see if you need Importantly, the requirements for different legal structures to make any changes to your current practice model. If you may vary by state. And not all of the models described are are just getting started in practice, you will want to consider available in all states. For example, the limited liability the following factors in deciding what kind of legal structure partnership is a relatively new concept and therefore is not to adopt: recognized universally. In addition, some -
Methods of Operation in Germany G Vernon Leopold
Boston College Law Review Volume 6 | Issue 3 Article 7 4-1-1965 Methods of Operation in Germany G Vernon Leopold Follow this and additional works at: http://lawdigitalcommons.bc.edu/bclr Part of the International Trade Law Commons Recommended Citation G V. Leopold, Methods of Operation in Germany, 6 B.C.L. Rev. 487 (1965), http://lawdigitalcommons.bc.edu/bclr/vol6/iss3/7 This Article is brought to you for free and open access by the Law Journals at Digital Commons @ Boston College Law School. It has been accepted for inclusion in Boston College Law Review by an authorized editor of Digital Commons @ Boston College Law School. For more information, please contact [email protected]. METHODS OF OPERATION IN GERMANY G. VERNON LEOPOLD * INTRODUCTION The European Common Market holds out great prospects for in- creasing the world-wide competitive position of European enterprises. For one thing, the elimination of tariff walls among members of the European Economic Community inter se will operate as a significant cost-reducing factor. Also, the free flow of labor and the increase in research incident to free traffic across national boundaries is infusing a hitherto unknown degree of efficiency into European production. American industry, unable in the long run to beat such competition, is increasingly seeking to protect its profits by spawning controlled or wholly-owned European competitors. In this article some of the principal considerations affecting the choice of the legal instrumentality to be used in German business organizations are to be discussed. BRANCHES AND SUBSIDIARIES When contemplating the establishment of a German operation, the first question to be decided is whether the operation should be carried on as a legal part of the parent, i.e., through a branch, or whether it should be run as a separate legal entity, i.e., through a sub- sidiary.