EMEA Subsidiary Control
Are you in control?
The requirement to be in control of your EMEA subsidiaries stems from a number of legal sources including:
- SOx
- various Governance Codes
- local statutes
- internal policy
- market practice
What does this mean for your EMEA subsidiaries?
The variations of local laws applicable to your EMEA subsidiaries, and the different legal regimes in which they operate, makes the maintenance of corporate control a challenging task. We can ensure that internal policy on the representation of the EMEA subsidiary carries third party effect. We can help you avoid giving unlimited power to local managers to represent the EMEA subsidiary. You will be able to manage multiple changes to the board of your EMEA subsidiaries when there are changes at HQ level. We can handle the monthly changes to the Power of Attorney structure.
Boekel De Nerιe provides an all-encompassing cost efficient service with a number of elements:
multi-jurisdictional scope: we work with pre-eminent law firms in the EMEA jurisdictions where you are challenged by the requirement to achieve corporate control over your subsidiaries.
we provide and implement corporate control mechanisms that are compliant with SOx, local laws, governance codes and tax substance requirements through:
-A+B director structure
-Power of Attorney limitation
-bank account authority control
we provide advice, assistance and implementation for changes to Boards of Directors, proxyholders and other signatories;
we work on a cost-efficient fixed fee basis;
we provide comprehensive advice and implementation with respect to local registration and notification requirements;
we keep the required paperwork and formalities at a bare minimum;
our Automated Corporate Legal Compliance tool keeps track of changes within your organization (optional)
What can we do for your EMEA group structure?
make a quick-scan multi-jurisdictional assessment, on the basis of public information, to establish whether you are in control;
provide a comprehensive multi-jurisdictional step plan of issues and solutions;
provide compliant and workable solutions tailored to the needs of local management;
provide and implement practical solutions under a fixed fee structure;
provide updates with respect to impact of future legislative changes.
Practical solutions some examples
A holding company level director of a global financial institution holds directorships in the 20 EMEA subsidiaries. The director resigns and is replaced. Boekel De Nerιe organizes, executes and implements the board changes in the 20 EMEA subsidiaries in close cooperation with the client and without disrupting the operative processes of the group.
Until now the local directors of EMEA subsidiaries are solely and independently authorized to represent the local subsidiaries of a US-based industrial group. HQ wants to implement a corporate control structure in the 12 EMEA subsidiaries that is SOx compliant. We advise on and implement an A+B director control mechanism in these subsidiaries.
A large retail group has rapidly expanded its presence in various countries through an impressive M&A strategy. We assist in auditing the Power of Attorney structure in various countries and harmonizing the corporate governance structure in the various articles of association.
