Lawyer's Blogs

The era of "simple deals" is officially a relic of the past. While antitrust scrutiny was the primary hurdle three years ago, closing a transaction in 2026 has evolved into a multi-level equation where variables shift in real-time.The current M&A landscape is defined by four fundamental pillars:1. Foreign Subsidies Regulation (FSR): From Theory to RoutineThe FSR has transitioned from a looming threat to a daily operational reality. In 2026, the market is seeing the full impact of the European Commission’s detailed Guidelines published in January:The Shift: The Commission has moved beyond mere data collection to a surgical focus on "non-market" advantages. For instance, a subsidized loan from a non-EU state bank now triggers an immediate, rigorous audit.Trends: Energy and infrastructure deals now typically take 3–4 months longer due to parallel FSR assessments. We are witnessing a rise in "voluntary" withdrawals as parties realize the cost of data disclosure often outweighs the deal's value.2. Foreign Direct Investment (FDI): National Security as the New ProtectionismBy 2026, "blind spots" in the EU have vanished; nearly every member state has implemented stringent FDI...

The Netherlands, long considered a major European financial hub, is preparing to implement one of the most radical tax reforms in modern history. A bill approved by the House of Representatives effectively introduces a tax on balance sheet profits (unrealized gains tax). From now on, the appreciation in value of stocks, investment assets, and cryptocurrencies will be subject to taxation, even if the assets have not been sold.1. Stock Market: A Blow to Strategic CapitalErosion of Compound Interest: Tax pressure outpaces real profitability. The tax on "paper profits" annually consumes a portion of capital, significantly slowing long-term growth.Liquidation Spiral: To pay the tax on stock appreciation, investors will be forced to sell a portion of those same stocks. This creates asset cross-defaults and a domino effect of margin calls, putting pressure on the entire market.Market Instability and Flash Crashes: Due to the instantaneous nature of the domino effect, participants may not have time to react, leading to forced liquidations of positions at market price.Lack of Compensation Risk: If an investor pays tax during a "green" year and the market drops 30% the following year, there...

In the evolving landscape of international taxation, Malta remains a cornerstone for businesses seeking a robust, EU-compliant fiscal framework. However, a common point of confusion for many international entrepreneurs is the classification of income as Active or Passive. Under Maltese law, this distinction is not merely academic—it is the deciding factor between an effective tax rate of 5% or 10%.The Core Mechanism: Full Imputation and RefundsMalta operates a "Full Imputation System." While the statutory corporate tax rate is 35%, shareholders are entitled to a tax refund upon dividend distribution. The size of this refund depends on the nature of the income:Trading (Active) Income: Shareholders are generally entitled to a 6/7ths refund, resulting in an effective tax rate of 5%.Passive Interest and Royalties: Shareholders are entitled to a 5/8ths refund, leading to an effective tax rate of 10%.Defining "Passive" Income: The Default PositionIncome from interest or royalties is considered passive if it is not derived, directly or indirectly, from a trade or business. If a Maltese company simply holds intellectual property or an intercompany loan without any operational...

For a long time, Cyprus has been synonymous with a tax haven and a "legal offshore within the EU," serving as a base jurisdiction for holding structures, regional headquarters, and cross-border investment models. The combination of EU membership, English common law tradition, an extensive network of Double Tax Treaties (DTTs), and stable corporate legislation has made Cyprus a conventional choice for international investors.However, practical experience shows that the effectiveness of a Cypriot holding company is determined not by the mere fact of its registration, but by the quality of its legal and operational structuring. A formalistic approach to incorporation often creates hidden risks that manifest during tax audits, banking compliance checks, corporate disputes, or M&A preparations.Corporate Structure and Governance DesignGiven the advancement of digitalization, the technical procedure for setting up a company in Cyprus is straightforward. However, key decisions are made at the structuring stage, requiring individual attention to specific issues, namely:Allocation of share capital and anti-dilution mechanisms;Voting ratios and factual control over the company;Economic...

With the beginning of a new calendar year, businesses face changes not only in legislation but also in their operational models. As we move further into the second quarter of the 21st century, new standards are emerging for the banking and electronic payments industry. Failure to adapt to these standards may result in a loss of competitive positioning and market relevance. The payments sector is evolving rapidly, and providers must respond to increasingly demanding customer expectations.Real-Time Transfers: No Longer an Option, but a StandardReal-time payment systems have become an established regulatory standard in major jurisdictions.In the European Union, the Instant Payments Regulation (IPR) has entered into force, requiring banks and payment service providers to support SEPA Instant Credit Transfers — payments credited within 10 seconds and available 24/7/365 without additional fees. The regulation also introduces mandatory verification of payee and requires equal pricing for instant and regular transfers, enhancing security and reducing fraud risks.These developments mean that not only traditional banks but also fintech platforms operating in the EU must fully adapt their...

Intent-to-Use Filings · Office Actions · Post-Registration Maintenance · USPTO Audits · Fraud RisksIn Part I, we examined the risks that arise before and during filing: clearance search failures, ownership defects, improper use-based filings, and specimen mistakes. In this second part, we focus on what happens after the application is filed and why many trademarks are lost months or even years after an apparently “successful” registration.Intent-to-Use Applications: A Useful Tool and a Common TrapAn Intent-to-Use (ITU) application allows an applicant to secure priority before actual sales begin. However, ITU filings require strict follow-up steps. Failure to complete them turns ITU into one of the most common causes of abandoned applications.To mature into registration, an ITU application requires a timely Statement of Use with a compliant specimen under Section 1(b). Without this step, the application will be cancelled.Key ITU Risks:missing deadlines for filing the Statement of Use leads to automatic abandonment;inability to convert an ITU application into use-based after certain refusals;improper or defective specimens trigger the same fatal consequences described in...

The development of e-commerce and digital services within the European Union has significantly complicated VAT administration for businesses. Selling goods and services to end consumers in different EU countries traditionally required VAT registration in each jurisdiction separately.To simplify these processes, the European Union introduced the One Stop Shop (OSS) mechanism — a single system for declaring and paying VAT for cross-border B2C operations. For Cypriot companies actively operating in the European market, OSS has become a key tool for tax compliance.What OSS is and how it worksOne Stop Shop is an electronic portal that allows businesses to:● register for VAT purposes in one EU member state;● submit a single quarterly declaration for all relevant B2C operations within the EU;● pay VAT centrally, after which tax authorities distribute the amounts among the countries of consumption.The OSS system was launched on 1 July 2021 as part of a major EU VAT reform and is now the main mechanism for accounting for distance sales of goods within the EU and providing certain services to individuals in various member states.Who can use OSSThe OSS scheme covers several...

With the rise of digital content, copyright and intellectual property doctrines are being interpreted in new ways and shaping modern judicial and legal practice. Authors of digital (and other) works, some based on their own experience, others following recommendations, often include intellectual property disclaimers and claims of undisputed authorship as a preventive measure against potential lawsuits and media scandals. Yet, such “amulets” do not guarantee protection.Recently, the U.S. Court of Appeals for the Ninth Circuit issued a decision in Yonay v. Paramount Pictures Corporation, concerning copyright claims over the film Top Gun: Maverick. The plaintiffs, Shosh Yonay and Yuval Yonay, heirs of Ehud Yonay, author of the article Top Guns (1983) which inspired the original 1986 film, argued that the 2022 film infringed their copyrights because Paramount had not renewed the license after the rights reverted in 2020. The appellate court affirmed the lower court’s decision dismissing the claim due to the absence of the circumstances cited by the plaintiffs. Let’s examine the arguments and key factors behind the ruling.The lawsuit followed the 2020 legal termination of the...

The Mercury payment service began to close the accounts of American companies that have Ukrainian founders or employees. Shocked customers received a message from Mercury telling them their accounts had been closed. In its further explanations, the service clarified that strict measures will be applied to companies where Ukrainians live in Ukraine. A significant number of clients faced the urgent task of opening accounts elsewhere in a short period of time. The situation does not become simpler, because Ukrainians also face the question of remote opening procedures. Here are some alternative options for opening: 1. Payoneer • Features: Payoneer allows you to open a business account with the ability to receive payments in different currencies. The registration and verification procedure takes place online. This platform is popular among freelancers and small businesses. • Important: We are the official representative of Payoneer in Ukraine, and our partnership agreement allows us to offer unique service conditions to our clients (dedicated private manager, special reduced rates for service). 2. Wise Business • Features: Wise provides a multi-currency...