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Directors held to be trustees of company property
08 March 2018The Supreme Court has held that directors should be treated as being in possession of company property from the time of their appointment because, as fiduciary stewards they are trustees of trust property within the meaning of section 21(1)(b) of the Limitation Act 1890 (“the Act”).
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Update on the new tax rules for payments in lieu of notice
16 February 2018New tax rules will mean that income tax and national insurance contributions (“NICs”) must be paid on all payments in lieu of notice (“PILONs”) with effect from 6 April 2018.
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Further clarity on relevance of TUPE following a share sale
31 January 2018How relevant is TUPE in the context of a share sale? A recent decision of the Employment Appeal Tribunal (“EAT”) provides a reminder that TUPE can easily come into play when a buyer is considering what to do with its newly acquired subsidiary. In this case, the buyer’s actions led to an unexpected TUPE transfer and a £3.5 million bill.
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AIM becomes SME Growth Market – the implications for AIM companies
10 January 2018AIM, the London Stock Exchange’s international market for smaller growing companies, was registered as an SME Growth Market on 3 January 2018.
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From the pub to the court room
19 December 2017It is not uncommon for commercial deals to be agreed with a handshake in an informal setting (often a bar, restaurant or other social venue). If agreed, parties usually then move the matter on to their lawyers to document the terms. But what if terms are never documented? How much reliance can be placed on commercial terms that are agreed orally?
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The Damp Squid Budget?
22 November 2017Yes, yes, I know the phrase is “damp squib”. Call it pedant bait if you like. And the Chancellor (like everyone else) seems to be Blue Planet crazy, so you may detect a salty theme in this Budget update. Anyway, let’s dive into the icy waters of the latest Budget and see what monsters lurk beneath.
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People with Significant Control - AIM Companies brought within the PSC regime
12 July 2017UK companies listed on AIM were previously exempt from the obligation to keep a register of people with significant control (PSCs), but recent changes mean they will have to have a register from 24 July 2017 onwards.
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People with Significant Control - changes in force from Monday 26 June 2017
29 June 2017With very little advance notice as to the detail, notable changes regarding the disclosure regime for people with significant control (PSCs) of UK companies and LLPs came into force on Monday 26 June 2017.
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Beware of handing matters over to the court’s discretion
16 June 2017How often in negotiations do parties “duck” issues deemed “too difficult” and try to cope with them by adopting “reasonable” (or other) “endeavours” obligations?
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Paying different dividends to different share classes: as easy as A, B, C?
16 June 2017Giving a company the ability to pay different rates of dividend to different shareholders can be a useful tool.
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What is an independent witness?
16 June 2017If we send you a document to sign and say that you need to have someone, who is independent, “witness” your signature, there’ll be space under the section for your signature for the witness to sign and insert their contact details.
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Warranty and Indemnity Insurance – the what, why and how of it?
13 June 2017Whilst the use of W&I Insurance in M&A transactions has been available for some time, its use has increased dramatically in the past few years, particularly in the technology, real estate and manufacturing sectors.
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Helping to shape the Global Driverless Revolution
03 May 2017In this article, we look at the road ahead for autonomous vehicles.
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Proposed disclosure rules for non-UK entities owning property or bidding for Government contracts
12 April 2017The UK Government proposes new rules requiring non-UK entities that already own, or intend to acquire, UK real estate, or that wish to bid for UK central Government contracts, to be required to disclose information about the beneficial owners of the entity.
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Matthew Rowbotham comments for Essential Retail: Sharing is caring, and a bit daring – should you be preparing?
10 March 2017Matthew Rowbotham, Head of Tax, Reward and Incentives, takes a look at why e-tailers should consider employee ownership.
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Dating apps get even more interesting
17 February 2017A Scottish court has recently refused to find that a legal partnership existed between two former friends and Mr Elliott in relation to a business arrangement to develop and exploit a couple of online dating apps. The court held that, without a contract, there was no partnership and Mr Elliott was not obliged to share the profits from the venture with the friends.
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Estate agent unable to claim his fee on successful property sale
17 February 2017The Court of Appeal has decided that it cannot imply contractual terms where there is no contract in the first place. In this case, it would not imply a term to enable an estate agent to recover his commission on a sale.
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How to read an investment termsheet: Part 2 – The liquidation preference and waterfall
02 February 2017David Willbe has written a piece for Startup Grind.
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How to read an investment termsheet: Part 1 - The valuation
07 December 2016David Willbe has written a piece for Startup Grind.
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Are your board minutes up to scratch
30 November 2016In the absence of substantive advice or regulation on minute taking at meetings of a company’s board of directors, ICSA (the Governance Institute for Company Secretaries) has published guidance on this. The guidance states that minutes should “provide an accurate, impartial and balanced internal record of the business transacted at a meeting.”