Parties to (i) a transfer of capital in a limited liability company (LLC) or (ii) a transfer of shares by founding shareholder or foreign shareholder in a joint stock company (JSC) no longer need to submit “documents evidencing completion of the transfer” to the Business Registration Authority when applying for registration of the transfer. This is an important and positive change introduced by Decree 78/2015 on business registration which will take effect from 1 November 2015. In particular, Decree 78/2015 allows the parties to any of the above transfers to submit (i) the transfer contract or (ii) documents evidencing completion of the transfer.

“Sandbagging” in M&A context occurs when a party, usually the buyer, seeks to recover for a breach of warranty, the inaccuracy of which it had knowledge before the closing of the transaction. Although sandbagging is not a new concept, it is an issue that continues to elicit intense negotiation from both buyers and sellers. And when the contract fails to address the sandbagging issue, the law governing the agreement will have a significant impact on a buyer’s right to recover for a breach of warranty claim.

Under Decision 41/2015 issued on 15 September 2015, the Prime Minister introduced a raft of new measures to facilitate the sale of State shares in public unlisted joint stock companies with (Unlisted JSC). The new measures do not apply to State shares in listed JSCs include JSCs registered for trading on Upcom market. In particular,