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PRACTICE NOTES
1. What is the applicable legislation? There is currently no particular foreign direct investment (FDI) screening procedure under Cambodian Law. However, in order for an investment project to qualify for investment incentives, such as tax holidays and import duties exemptions, an investor is required to register its investment project as a qualified investment project (QIP) with the relevant authorities, as described in Question 2. Registration of an investment project as a QIP is voluntary. The key applicable laws governing FDI in Cambodia are as follows: • Law on Investment of the Kingdom of Cambodia dated 04 August 1994, as amended on 24 March 2003 (LOI) • Sub-Decree 79 on the Establishment of the Provincial/Municipal Investment Sub-committee dated 8 June 2021 (PMIS) • Sub‐Decree 111 of the Amendment to the Law on Investment of Cambodia enacted on 27 September 2005, as amended respectively on 23 April 2007 and on 13 February 2019 (Sub-Decree 111) • Sub-Decree 60 on the Organization and Functioning of the Council for the Development of Cambodia dated 05 April 2016 (Sub-Decree 60), and • Sub-Decree 148 on
PRACTICE NOTES
1. Have there been any recent developments regarding the Cambodia merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Cambodia? Cambodia enacted a comprehensive Law on Competition (No.NS/RKM/1021/013) dated 5 October 2021 (Law) which contains a prohibition on anti-competitive mergers under Article 11. Further details of the merger control regime were set out in Sub-Decree on the Requirements and Procedures for Business Combinations, which was issued dated 6 March 2023 (No. 60 ANKR.BK) (SD 60) and came into full effect on 6 September 2023. Other details have been established by regulatory instruments or decisions. There are certain sector specific approvals required for regulated sectors (such as banking and finance) and listed entities must get pre-approval from the Securities and Exchange Regulator of Cambodia. 2. Under the Cambodia merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to ‘minority (non-controlling) shareholdings’? SD 60 defines rights of control as the rights
NEWS
MLex: The targeting of an alleged Cambodian scam factory by US and UK enforcers with sanctions measures can be seen a positive step in Anglo-American relations, but it's unclear whether the action will herald a new dawn in joint sanctions enforcement.
PRACTICE NOTES
This Practice Note is part of a multi-jurisdictional guide addressing essential aspects of forming specific business entities in global jurisdictions. Leading law firms in the Multilaw global law firm network answer key questions on this topic. This guide discusses key considerations when forming a private limited company in Cambodia. Current as of 23 July 2024. Author: Jay Cohen and Mealtey Oeurn, Tilleke & Gibbins, a Multilaw member firm Common entities 1. What form of entity is the subject of this questionnaire? What other forms of entities are commonly used in this jurisdiction and are the subject of another questionnaire response? Private limited company (Kromhoun Elachon Tortoul Khos Trov Mean Komrith) (subject of this response). 2. Identify other types of entities in your jurisdiction that exist but will not be the subject of a questionnaire response at this time • General partnership (Kromhoun Sahakkramaseth Toutov) • Sole proprietorship (Sahakreas Ekbokkol) • Branch (Sakha Kromhoun) • Representative office (Kariyealy Tamnang Peanechchokam) • Public limited company (Kromhoun Mohachun Tortoul Khos Trov Mean Komrith) • Limited partnership (Kromhoun Sahakkramaseth
PRACTICE NOTES
Questions What is the primary legislation which governs corporate insolvency in your jurisdiction? And, are there any other laws in force dealing with corporate insolvency? The primary legislation governing corporate insolvency in Cambodia is the Insolvency Law enacted on 16 October 2007 and promulgated on 7 December 2007 (‘Law’). There are no other current Cambodian regulations that deal with corporate insolvency, except where the corporate entity is also regulated under banking, insurance or securities laws in Cambodia. Article 6(1) of the Law states that it applies to business persons, partnerships or other legal entities formed under the laws of Cambodia, or foreign-registered entities which own assets in Cambodia. Is there any conflict provisions in the corporate insolvency laws of your jurisdiction? While there are no conflict provisions, Article 6(3) of the Law states that insolvency proceedings shall not be commenced under the Law against any debtor or creditor that is also regulated under the Law on Banking and Financial Institutions, Law on Insurance or Law on Non-Government Securities, as mentioned above in item 1. Who
PRACTICE NOTES
NOTE—to see whether notification thresholds in Cameroon and throughout the world are met, see further: Where to Notify. 1. Introduction The merger control regime in Cameroon is governed by Articles 14 to 20 of Law No. 98/013 of 14 July 1998 (the Competition Law). Cameroon has mandatory merger and acquisition filing requirements for transactions that meet the financial thresholds, which must be notified to the National Competition Commission (the Commission). The Commission is an autonomous body empowered under title 3 of the Competition Law and is the agency authorized to investigate and approve a merger. Its decisions can only be reviewed as first and last instance by the Yaoundé Court of First Instance. Under the Competition Law, Art 15, the merger control regime shall be applied where a change of control results from: • a merger, which is defined as any transfer of all of a company's assets and liabilities to one or more companies resulting in a new company or in the absorption of the transferor, or • an acquisition, which is defined as any transfer of all or
NEWS
The Campaign for Greener Arbitrations (CGA) has published a report on the green survey, an initiative by CGA Institutions Task Force aimed at achieving the objective of identifying the difficulties and barriers that arbitral institutions have on their journey to sustainability. The report follows research that was conducted between May and September 2024. The report covers, the demographics of those that signed the green pledge, the respondents’ familiarity with the campaign, case management, internal operations, promotion and events, arbitral hearing venues and building for the future.
NEWS
The Campaign for Greener Arbitrations has announced the Global Steering Committee for the 2024–26 term. Christine Falcicchio of Sopra Legal and Cherine Foty of Covington and Burling LLP will be Presidents of the Committee, joined by 15 global task force heads, seven of whom are new Global Steering Committee members.
NEWS
Law360, London: Automakers accused of fitting emissions-test cheating devices in their cars should be forced to remove redactions they have made to documents filed in litigation brought by UK motorists, two climate campaign organisations argued at a hearing on 7 July 2025.
NEWS
Corporate Crime analysis: A woman accused of killing a cyclist through careless driving has been cleared by a jury in what is believed to be the first entirely crowdfunded UK private prosecution case. David Jugnarain, partner at Edmonds Marshall McMahon, examines the implications of the case for practitioners and explores recent trends in funding private prosecutions.
NEWS
Law360: Campaigners announced plans on 21 October 2024 to submit a new bill before Parliament that would establish a new government office to crack down on retaliation against whistleblowers who reveal fraud, corruption and misconduct.
Q&As
Having conducted a comprehensive search of our resources, we have been unable to find any authority which would suggest that it is not possible to impose a restrictive covenant to that effect (subject to compliance with the usual rules on construction of restrictive covenants—see Practice Note: Restrictive covenants—nature and characteristics). We assume that you were wondering if such a covenant would be void in public policy or human rights grounds. We are not aware