1 / The concept of artificial intelligence
by SuperadminThe world after “Corona” .. investing in youth and artificial intelligence
Although there is debate about what “artificial intelligence” is, the term is used to refer to machines that include some degree of human cognitive ability. Artificial intelligence systems are not created equal and range from simple recruitment applications and automated chat software to systems with “machine learning” capabilities. The last version of the system is capable of “learning” on its own (using all of the data submitted) and thus making accurate predictions and decisions. Some are more sophisticated and use “deep learning” algorithms, i.e. algorithms that globally simulate the information processing patterns found in the human brain, to understand the new information it receives by comparing it to something known.
Ridesharing applications such as Uber and Careem use in-depth learning to calculate your itinerary and the price of your flight; Tesla uses a machine learning model (not supervised by humans) to drive its automated experimental functions; Netflix and Amazon use behavioral algorithms to predict which movies and TV series you are likely to enjoy, and which products you might be interested in based on your previous choices and purchases.
Although the discourse on artificial intelligence has existed for at least 60 years with many waves of development and enthusiasm that have each failed, except this time, the latest wave of advances in artificial intelligence promises a fundamental change in many aspects of our personal and professional lives.
Take, for example, the case of the use of artificial intelligence in robotics, which allows the imaging and “reading” of DNA molecules that bind to 68 billion points in two minutes, thus enabling every child to test for every possible genetic disease. All these and many other advances are made possible by the convergence of faster, cheaper and more computerized (cloud-based) computing power, as well as by the ever-increasing generation and wide availability of data sets (on which the “learning” and development of AI systems depend).
Thus, in Tunisia today, we must look to the future, as we are an intelligent country, and we have no other chance than the intelligence of our youth, which is full of vitality and intelligence, to benefit from this new forward-looking gift.
Take, for example, the case of the use of artificial intelligence in robotics, which allows the imaging and “reading” of DNA molecules that bind to 68 billion points in two minutes, thus enabling every child to test for every possible genetic disease. All these and many other advances are made possible by the convergence of faster, cheaper and more computerized (cloud-based) computing power, as well as by the ever-increasing generation and wide availability of data sets (on which the “learning” and development of AI systems depend).
Thus, in Tunisia today, we must look to the future, and we are an intelligent country, and we have no other chance than the intelligence of our youth, which is full of vitality and intelligence, to benefit from this new forward-looking gift.
2 / How to get Tunisia in this open field today and in the closed club in the near future :
Tunisia should participate with friendly countries in the creation of smart cities with Tunisian capabilities, with advanced countries participating in the technology and to make the most of these technologies. I attended the Davos 2020 forum and I have been an eyewitness to countries that have agreed to move forward to develop these cities in secret.
In regulating this area, the state must not bite the dust and must strictly prohibit any young people involved in these projects from immigrating to work abroad for any reason whatsoever.
The UK House of Lords also endorsed this approach in its report “Artificial Intelligence in the United Kingdom: Ready, Willing, and Able“, as well as in a recent EU White Paper on Artificial Intelligence, which, among other things, outlines possible changes and improvements to the legislation. The current European Union faces specific risks for Amnesty International and we need to develop a law on artificial intelligence … (on the use of artificial intelligence in the health care sector) which is more appropriate because it offers a graceful, evidence-based approach that allows specific risks to be dealt with quickly.
With the significant increase in the frequency of technological innovations and production and their secrecy, our youth and our country must promote the development and absorption of artificial intelligence at the global level in an ethical, transparent and responsible manner with the invention of tools and applications adapted to the local market and export.
by SuperadminCoronavirus: Can we rely on force majeure to terminate contractual agreements ?
The Coronavirus has become a source of fear and anxiety around the world on a personal, governmental and corporate level. Businesses are facing major challenges which is forcing them to make tough decisions and assessments of whether they are able to keep services open, supply of goods flowing and fulfil their contractual obligations at this critical juncture.
As we have already witnessed, particularly in the hospitality, sporting and entertainment worlds, there is an expectation that, cancellations and delays will be inevitable in certain business sectors and that, sadly, many employees will lose their jobs. All of which will cause major interruption to businesses, make it difficult or impossible to meet contractual obligations, negatively impact service deliverables, and lead to a lack of financial liquidity, to name just a few of the many knock on effects that will arise. This in turn will lead to disputes arising between contractual parties based on such knock on effects arising, including, for instance, for the delays and/or failure to deliver in the agreed times or at all.
The situation requires legal analysis being undertaken by corporate establishments vis a vis their contractual counterparties, employers towards their employees. creditors towards their debtors and suppliers towards customers on whether to discontinue work, refrain from payment and/or terminate contacts and most importantly, whether Covid-19 can be used to legally justify such actions or not.
Equally important is the need to focus on keeping the lines of communication open and trying to find solutions and acceptable responses to enquiries. Take for example the case
of companies, institutions, factories and individuals who have been forced to halt all business activities as a result of directives issued by governments to stop the spread of Covid-19 . One could very easily see how such instances fall into standard force majeure clauses which often contain direct reference to pandemics and government or public authority actions, although to establish the causal link the impact and the force majeure event remains a very high bar to jump over.
From Tunisian and international perspective, one needs to consider the criteria applicable locally to force majeure which is likely to be used by contracting parties in Tunisia ?
While nations around the world are attempting to manage the spread of coronavirus using similar and aligned methods, the legal playing field is varied across territorial borders bearing in mind the differing legal systems and dispute resolution forums, Most Arab countries have judicial systems based on civil law systems. whereas most Anglo-Saxon countries operate on common law systems. This article focuses on the laws applied in Tunisian and Mena laws
Before delving into the position at law in the Tunisia , which a party would need to fall back on in the absence of an express force majeure clause, its key to understand what a force majeure clause seeks to do. In a contract, a force majeure clause typically excuses one or both parties from performance of the contract in some way following the occurrence of certain events. Its underlying principle is that upon the occurrence of certain events which are wholly outside a party’s control, that party is excused from, or entitled to suspend, performance of all or part of its obligations. In other words, that party will not be liable for its failure to perform the obligations, in accordance with the clause.
In the absence of an express clause, a party would need to rely on the position at law within the tunisian law .
Applying the Tunisian law to situations related to Covid-19, there are four scenarios where the impact of coronavirus might be raised as a force majeure event directly impacting on work or contracts, as follows:
- In the event the work, contracts or activities are not directly and wholly impacted by the current state of COVID-19, for example a factory that is producing and supplying plastic cups and they continue to be able to get the components required to make the cups as well as continue to have the labour force necessary to operate the factory – in this scenario the production of the factory has not been not directly affected by the force majeure situation of COVID-19. Accordingly, the obligations will continue and remain effective as the force majeure event does not apply to the nature of the activity and the availability of all components necessary for both parties to implement their contractual commitments.
- If the force majeure due to COVID-19 makes the execution of the contract in relation to one or both parties impossible, then the contract is automatically annulled by law, so that the contract is considered non-existent as a result of the subsisting force majeure event.
- If the force majeure event is temporary, then it may be possible to perform part of the contract and not the rest of the contractual obligations. In this scenario, part of the contract, that which becomes impossible to perform, may be removed and/or suspended and the other part, that which is possible to perform, shall continue provided that such performance does not cause severe difficulties to one of the parties to the agreement. Accordingly, the contractual commitments can be amended by for example, adjusting its value, its duration, deducting part of it, or extending its duration if it can be implemented due to the partial impossibility. For example, if the impact of COVID-19 ends soon, and part of the contract can be deducted and the rest of the agreement will be executed unless in this case the implementation of the commitment is exhausting, significantly for one of the parties.
- Even if the contract is partially possible to perform, it is permissible for one of the parties to the contract to request the termination of the contract on the grounds that it is impossible or very difficult to fulfil the contract or the obligations to perform have been transformed into radically different obligations from that undertaken at the moment of entry into the contract (akin to the English law doctrine of frustration) even if the impossibility is partial or temporary due to the force majeure event.
The force majeure may be clear and evident and easily applied to certain cases whilst other cases are much harder to argue. It is critical that each case is considered independently of others, taking into account its own and current circumstances, facts, business and sector. Changes to situations are occurring on a daily basis and these changes will also impact whether force majeure can be argued or not. An example of this is the recent directive from the Ministry of Education regarding closure of school and educational institutions; this is not a permanent closure, the Ministry has specified start and end dates, online learning programmes are being implemented by schools, teachers and staff continue to be employed and refunds of schools fees have not been provided. Sports and entertainment events were affected later than schools and so here is an example where the exact same force majeure event effects some sectors and businesses later than others and perhaps with greater or lesser impacts.
Additionally, Article 282 and following of the Tunisian code of Obligations and Contracts, provides that in the event of unpredictable events arising which have made execution of the contract burdensome, if not impossible, on the debtor in a way that it threatens him with heavy loss, the judge has the discretion, depending on the circumstances and by comparing the interests of the parties, to reduce the burden within reasonable limits. Any agreement contrary to the judge’s decision is void.
by SuperadminLeasings et banques
Alors que notre gouvernement impose des restrictions commerciales plus strictes sur les droits et obligations du LEASINGet l’arrêt temporaire de remboursement des crédits bancaires en réponse à COVID-19, la pression financière sur les propriétaires et les locataires est en augmentation par quelques sociétés de leasing et banques contrairement aux instructions gouvernementales Il est essentiel que les parties prenantes obtiennent des conseils commerciaux et juridiques d’experts sur leurs droits.
Comme le leader et les banques réservent l’exception Notre équipe # Finance# peut vous guider à travers les développements et les considérations clés pays par pays, y compris vos droits, obligations et recours. Lisez notre mise à jour Nous sommes ici pour vous soutenir. N’hésitez pas à nous contacter pour discuter de la façon dont nous pouvons vous aider plus en détail.
#Coronavirus # COVID19
Contacts:
Dr Samir Abdelly Managing Partner
23999148
Me Feryel GHARSALLI
by SuperadminCorona Virus – Teleworking
CORONAVIRUS: CAN IT BE A FORCE MAJEURE EVENT?
The human cost of the novel coronavirus outbreak has been widely reported and the tragic consequences continue. In the commercial sector, we are also seeing an impact on our clients: China is the world’s largest importer of crude oil, iron ore and soybeans and the largest exporter of steel; the impact of the virus on supply chains, production and transport has been and may continue to be significant.
Disputes affecting declarations of Force Majeure arising from the impact of the coronavirus seem inevitable
by SuperadminAbdelly & chaari tele working
It is vital that we respect scrupulously the appropriate containment and other protective measures
We remain available by working from home by teleworking from 23th March 2020
Please contact us if necessary and we will do our best to help you
For regular customers of ours we are gettable on
the current contact information here in after:
Dr Samir ABDELLY
Cell: +216 23 999 148
E-mail address: s.a@abdellyassocies.com
Ms Feryel GHARSALLY
Cell: +216 55 880 745
E-mail address: feryel.gh.pro@gmail.com
by SuperadminDavos 2020
For the fifth time Dr Samir Abdelly is guest of honor at the world economic forum of Davos by various international think tanks as international expert speaker
by SuperadminMergers and Acquisitions Report: Tunisia
Samir Abdelly of Abdelly & Chaary and Partner assesses the M&A regulatory framework in Tunisia
Section 1: GENERAL OUTLOOK
1.1 What have been the key recent M&A trends or developments in your jurisdiction?There are no key recent M&A developments in our jurisdiction.1.2 What is your outlook for public M&A in your jurisdiction over the next 12 months?
Section 2: REGULATORY FRAMEWORK
2.1 What legislation and regulatory bodies govern public M&A activity in your jurisdiction?The following legislation principally governs public M&A activity: the Tunisian Commercial Companies Code; law no. 91-64 of July 29 1991, addressing competition and prices, as subsequently amended; law no. 94-117 of November 14 1994, adressing reorganisation of the financial market, as subsequently amended; and the General Regulation of the Stock Market of Tunis, as subsequently amended.The primary regulatory bodies are: the Financial Market Council (Conseil du Marché Financier); the Tunisian Competition Council (Conseil de la Concurrence); and the Ministry of Commerce.2.2 How, by whom, and by what measures, are takeover regulations (or equivalent) enforced?The Financial Market Council supervises takeover bids.The Tunisian Stock Exchange Market (Bourse des Valeures Mobilières de Tunis) monitors trading on all regulated markets.
Section 3: STRUCTURAL CONSIDERATIONS
3.1 What are the basic structures for friendly and hostile acquisitions?
Hostile acquisitions of a Tunisian public target are generally structured as a tender offer by the bidder to all or part of the target’s shares at the same price in cash and/or shares. A friendly acquisition is often preceded by the purchase of one or several blocks of shares. When the acquisition is paid in shares, it may be structured as a merger, subject to the approval of a two-thirds majority of an extraordinary general meeting of the two companies.
3.2 What determines the choice of structure, including in the case of a cross-border deal?
The acquisition is often preceded by an acquisition of share blocks in the framework of an acquisition on a cash deal basis. In a share deal, the acquirer may structure its acquisition as a merger operation. The acquisition is preceded by a takeover bid to squeeze out minority shareholders, after which the company can execute the merger.
In a cross-border deal, the target company’s activity must be considered. Certain sectors restrict foreign ownership and require prior authorisation of the Ministry of Trade and/or the Central Bank of Tunisia.
3.3 How quickly can a bidder complete an acquisition? How long is the deal open to competing bids?
An acquisition can take two to three months to complete. A higher offer or a competing offer may be filed with the Financial Market Council up to five trading days before the closing of the previous offer. The timeline can be extended when regulatory approval or antitrust proceedings are required.
3.4 Are there restrictions on the price offered or its form (cash or shares)?
A public offer can be made in cash, shares or a combination of the two. The Financial Council Market may need to review the price offered, depending on objective assessment criteria or the characteristics of the target’s company.
3.5 What level of acceptance/ownership and other conditions determine whether the acquisition proceeds and can satisfactorily squeeze out or otherwise eliminate minority shareholders?Minority shareholders have the right to withdraw from the capital of the target company through a public repurchase offer or mandatory public tender offer.
3.6 Do minority shareholders enjoy protections against the payment of control premiums, other preferential pricing for selected shareholders, and partial acquisitions, for example by mandatory offer requirements, ownership disclosure obligations and a best price/all holders rule?
The general principle is that the bidder must treat all shareholders of the same class of a target’s company the same. Minority shareholders do not enjoy specific protections against the payment of control premiums, or other preferential pricing for selected shareholders.
However, any person who, alone or in concert exceeds (even unintentionally) the 40% threshold of the shares or voting rights in the target must file an offer for 100% of the target’s share capital and equity-linked securities.
Any person who, alone or in concert exceeds (even unintentionally) the 95% threshold of the shares or voting rights in the target must file a public repurchase offer.
3.7 To what extent can buyers make conditional offers, for example subject to financing, absence of material adverse changes or truth of representations? Are bank guarantees or certain funding of the purchase price required?
Except for certain limited conditions for voluntary offers, public offers cannot be conditional and are irrevocable upon filing. The banks filing the offer on the bidder’s behalf guarantee payment.
Section 4: TAX CONSIDERATIONS
4.1 What are the basic tax considerations and trade-offs?
The basic tax is for stamp duty and registration at the charge of the purchaser. Value added tax is also applicable.
4.2 Are there special considerations in cross-border deals?
For cross-border deals, tax treaties with the Tunisian Republic will be applied.
Section 5: ANTI-TAKEOVER DEFENCES
5.1 What are the most important forms of anti-takeover defences and are there any restrictions on their use?
The most common anti-takeover defences that a company can use to resist a hostile takeover bid is to separate the power of the company from its share capital.
This means that the power of the company could be focused at the level of the reference shareholders, whereas the other shares are deprived of their voting rights. The company can also make a statutory ceiling for participations.
5.2 How do targets use anti-takeover defences?
The target can use anti-takeover defences to invalidate a transaction. However, in most cases the target will use such defences to obtain a higher price or postpone the acquisition until competing bidders are involved.
5.3 Is a target required to provide due diligence information to a potential bidder?
The target company may (but is not required to) allow a due diligence review. The existence of the due diligence review, as well as any privileged information disclosed though the due diligence process, must be disclosed in the offer prospectus.
5.4 How do bidders overcome anti-takeover defences?
Bidders can overcome anti-takeover defences by offering a higher price.
5.5 Are there many examples of successful hostile acquisitions?
Section 6: DEAL PROTECTIONS
6.1 What are the main ways for a friendly bidder and target to protect a friendly deal from a hostile interloper?
It is difficult to prevent an interloper from filing a competing offer because any competing offer must be approved by the Financial Council Market.
However, in practice, the acquirer may use break fees and undertakings from the target not to actively seek counter bidders.
6.2 To what extent are deal protections prevented, for example by restrictions on impediments to competing bidders, break fees or lock-up agreements?
As indicated in section 6.1, any competitor has the right to make a public offer as long as the offer remains open. Break fees are not provided for under Tunisian laws and as such, are not prohibited.
However, general principles regarding the liability of the directors to act in the target’s interests make break fees rare in practice.
Section 7: ANTITRUST/REGULATORY REVIEW
7.1 What are the antitrust notification thresholds in your jurisdiction?
In accordance with article 7 of the Competition Law, antitrust review will apply only if:
the concerned companies have together achieved at least 30% of the sales, purchases or other transactions during the three fiscal years over a national market of substitutable goods, products or services or over a substantial part of such market;
the global turnover achieved in the local market reaches at least TND 20 million (approximately $10 million).
7.2 When will transactions falling below those thresholds be investigated?
7.3 Is an antitrust notification filing mandatory or voluntary?
Antitrust notification filing is mandatory if the transactions meet the conditions indicated in section 7.1.
7.4 What are the deadlines for filing, and what are the penalties for not filing?
Any project of concentration or concentration operation shall be subject to the prior authorisation of the Ministry of Commerce by the concerned parties. This must be filed no later than 15 days from the date of conclusion of the concentration act, merger, and publication of the purchase offer of exchange of rights or obligation or acquisition of control participation.
Without prejudice to the sanctions stated by courts, the Competition Council may order the concerned operators in breach of these requirements to pay a fine of no more than five percent of their pre-tax turnover as achieved in Tunisia during the last financial year.
7.5 How long are the antitrust review periods?
No response from the Ministry of Commerce for three months from the date of a transaction’s referral can be taken as the Ministry’s tacit acceptance of the deal.
7.6 At what level does your antitrust authority have jurisdiction to review and impose penalties for failure to notify deals that do not have local competition effect?
The Ministry of Trade and/or the Competition Council do not have jurisdiction to review or impose penalties for failure to notify deals that do not have local competition effect.
7.7 What other regulatory or related obstacles do bidders face, including national security or protected industry review, foreign ownership restrictions, employment regulation and other governmental regulation?
Bidders established in Tunisia must comply with all Tunisian laws and regulations.
In connection with the labour law, the change in control of a company (being an employer) does not have any effect on the employment contracts made between the parties.
Foreign ownership restrictions apply in certain sectors (such as commercial, financial and real estate). These require majority ownership (at least 51%) by Tunisian investors.
Section 8: ANTI-CORRUPTION REGIMES
8.1 What is the applicable anti-corruption legislation in your jurisdiction?
The relevant legislation includes: the Tunisian Penal Code; the Framework Decree (Décret-Cadre) of November 14 2011 pertaining to the fight against embezzlement; and Decree of February 18 2011, creating the National Commission on Investigation into Corruption and Embezzlement.
Article 91 of the Penal Code provides that:
a breach will occur where any person has bribed or attempted to bribe by donations or promises of donations, or presents or advantages of any kind to a public officer (and any person to be treated as a public officer within the meaning of the Penal Code) to perform any act related to his function, even a rightful act related to the function of the public officer, but not subject to a consideration, or to facilitate the achievement of an act related to his function, or to refrain from doing any act that it is his duty to do.
There is no offence for bribing either a private person or company under the Tunisian Penal Code.
The Framework Decree introduced criminal sanctions for corruption within the private sector. However, the laws criminalising corruption in the private sector have not been enacted.
8.2 What are the potential sanctions and how stringently have they been enforced?
Violation of the prohibition on giving gifts or hospitality to government officials and/or public servants is punishable by five years imprisonment and a fine of TND 5,000.
Section 9: OTHER MATTERS
9.1 Are there any other material issues in your jurisdiction that might affect a public M&A transaction?