Special Committees Must Be Formed Before Economic Discussions Begin

Earlier this year, the Delaware Court of Chancery held that a conflicted transaction, even if not involving a controlling stockholder, could only be “cleansed” through the use of a special committee that was formed ab initio (i.e., from the outset). Accordingly, if boards of directors wish to form special committees of disinterested and independent directors […]

Economic Substance Reporting and Guidance

All non-resident domestic entities (NRDEs) and foreign maritime entities (FMEs) are required to file an annual report on economic substance in accordance with the Republic of the Marshall Islands (RMI) Economic Substance Regulations, 2018, which came into force on January 1, 2019. Reports must be submitted within 12 months of the anniversary date of the NRDE […]

Marshall Islands Companies Get Clarity on Virtual Shareholder Meetings

The ability of public companies to conduct virtual shareholder meetings has received significant attention in 2020 following the outbreak of the Covid-19 virus that resulted in numerous jurisdictions around the world imposing restrictions that prevent in person meetings and impede travel. Recognizing the uncertainty that these restrictions placed on 2020 annual shareholder meetings, the U.S. […]

Emergency Measures Available to Marshall Islands Shipowners in Light of COVID-19

COVID-19 has upended the ways in which business is conducted around the world, and the Republic of the Marshall Islands (and other prominent flag jurisdictions) have made necessary changes to accommodate those transactions that traditionally required production of originals or in-person interaction. Pursuant to the Guideline promulgated by the Republic in April 2020: For the […]

The Marshall Islands Corporate Registry Releases Compliance Update

The Marshall Islands Corporate Registry released a compliance update on March 5, 2020 wherein it summarized certain key developments relating to Organisation for Economic Cooperation and Development (“OECD”) evaluations, Financial Action Task Force (“FATF”) evaluations, and updates on removal of the Republic of the Marshall Islands from blacklists by the European Union and France. These […]

Marshall Islands Economic Substance Regulations

What is it? The Marshall Islands, among various other jurisdictions, promulgated economic substance regulations (“ESR”) that generally came into effect during 2019. Generally, the ESR requires certain legal persons (i.e., a “relevant entity” under the ESR) conducting certain activities in the Marshall Islands have sufficient economic substance in the Marshall Islands. Why is it there? […]

Marshall Islands Adoption of Cross-Border Insolvency Statute

The Republic of Marshall Islands (the “Marshall Islands”) has passed an Act (the “Act”) implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency (the “Model Law”). The Act is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. […]