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A commonly negotiated provision in M&A transactions is the clause that provides for the buyer's indemnity right, which, among other things, applies in relation to the liabilities of the target whose existence is based on a past event prior to the closing of the deal. This clause aims to limit the liability of the parties involved in the transaction for losses relating to the company or the asset traded and can be structured in several ways. Facts A relevant decision by the Sao Paulo Court of Justice highlighted the importance of expressly regulating this type of clause in M&A contracts. In t...

Although the principles which constitute conventional wisdom are intended to be universal and are theoretically esteemed for their acceptability, international arbitration practice shows that despite a general consensus as to the formulation of certain principles, the perception of the way in which they should apply is likely to be influenced by the background of the party representatives or arbitrators.(1) Legal backgrounds The legal background of an arbitrator or counsel often influences their perception of the best way in which to conduct arbitral proceedings and apply the substantive law...

In a long-awaited court ruling, the European Court of Justice (ECJ) confirmed that the Belgian rules on dock work, obliging companies to have only recognised dockers carry out dock work in ports, do not necessarily constitute a violation of the free movement of workers, the freedom of establishment and the freedom to provide services. However, the ECJ rejected several parts of the recognition procedure of such dockers. Legislative changes are now inevitable.

On 16 December 2020 the National Council for Private Insurance (CNSP) – the Brazilian entity in charge of policy making for the reinsurance sector – issued CNSP Resolution 396/2020. The resolution introduces into the Brazilian market special purpose local reinsurers (SPLRs) and insurance-linked securities (ILS), to be issued by SPLRs. Background The resolution, which was issued after a long discussion with market players, dating from 2018, and after two sets of public consultations (Public Consultations 14/2020 and 20/2020), is another step forward by the insurance authorities, which are...

Introduction On 15 February 2021 the Federal Court of Appeal dismissed an appeal of the Federal Court's trial decision in Loblaws Inc v Columbia Insurance Company (2019 FC 961). Pampered Chef, a Berkshire Hathaway company and a world leader in premium kitchenware products, had previously successfully defended a claim brought by Canada's largest retailer, Loblaws, for: trademark infringement; dilution and depreciation of goodwill. The claim concerned Pampered Chef's use of a trademark that included the letters 'P' and 'C' (for further details please see "Pampered Chef succeeds in trademark in...