Marks & Spencer plc v Revenue and Customs Commissioners (No 2) – WLR Daily

Posted February 28th, 2014 in corporation tax, EC law, insolvency, law reports, subsidiary companies by sally

Marks & Spencer plc v Revenue and Customs Commissioners (No 2) [2014] UKSC 11; [2014] WLR (D) 90

‘A company was entitled to make successive claims to cross-border group relief against corporation tax in relation to the same loss incurred in the same accounting period by a European subsidiary which had gone into liquidation and then to withdraw any earlier claims in respect of the same surrendered loss which did not meet the subsequent judicially determined test, subject to the claim ultimately relied upon not being statute-barred.’

WLR Daily, 19th February 2014

Source: www.iclr.co.uk

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Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) – Supreme Court

Posted February 21st, 2014 in corporation tax, EC law, law reports, subsidiary companies by sally

Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) [2014] UKSC 11 & [2013] UKSC 30 (YouTube)

Supreme Court, 19th February 2014

Source: www.youtube.com/user/UKSupremeCourt

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The Dow Chemical Co v Commission of the European Union – WLR Daily

Posted October 7th, 2013 in appeals, competition, EC law, joint ventures, law reports, subsidiary companies by sally

The Dow Chemical Co v Commission of the European Union (Case C-179/12P); [2013] WLR (D) 363

“For the purposes of establishing liability for participation in an infringement of article 101FEU of the FEU Treaty, where two parent companies each had a 50% shareholding in a joint venture company which had committed an infringement, and only in so far as the commission had demonstrated that both parent companies did in fact exercise decisive influence over the joint venture, those three entities could be considered to form a single economic unit and therefore form a single undertaking for the purposes of article 101FEU.”

WLR Daily, 26th September 2013

Source: www.iclr.co.uk

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Commission of the European Union v Stichting Administratiekantoor Portielje and another – WLR Daily

Posted July 18th, 2013 in competition, EC law, law reports, subsidiary companies, undertakings by tracey

Commission of the European Union v Stichting Administratiekantoor Portielje and another: (Case C-440/11P);   [2013] WLR (D)  284

“The presumption of actual influence by a parent entity holding a controlling shareholding in its subsidiary arose even where that entity was constituted in the legal form of an economically inactive foundation for the purposes of imputing liability to the parent for a subsidiary’s infringing behaviour under article 101FEU of the FEU Treaty.”

WLR Daily, 11th July 2013

Source: www.iclr.co.uk

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Date cross border group relief claim is made, not end of accounting period, will determine claim success, says Supreme Court – OUT-LAW.com

Posted May 24th, 2013 in accounts, EC law, HM Revenue & Customs, news, subsidiary companies, taxation by tracey

“The date when a claim for cross border group relief is made should form the basis of a decision about one of the tests for granting that relief under EU law and not the date of the end of the accounting period in which the claim was made, the Supreme Court has ruled.”

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OUT-LAW.com, 24th May 2013

Source: www.out-law.com

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Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) – Supreme Court

Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) [2013] UKSC 30 (YouTube)

Supreme Court, 22nd May 2013

Source: www.youtube.com/user/UKSupremeCourt

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Marks & Spencer plc v Revenue and Customs Commissioners – WLR Daily

Marks & Spencer plc v Revenue and Customs Commissioners [2013] UKSC 30; [2013] WLR (D) 191

“The inquiry as to whether a parent company established in the United Kingdom was entitled to cross-border group relief in respect of the losses of its non-resident subsidiaries was to be conducted on the basis of the circumstances existing as at the date of its claim, and not at the end of the accounting period in which those losses crystallised.”

WLR Daily, 22nd May 2013

Source: www.iclr.co.uk

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Multiple Derivative Actions in Company Law – Can You Or Can’t You? – New Square Chambers

Posted May 21st, 2013 in company law, derivative claims, fraud, news, subsidiary companies by sally

“It has long been recognised in English law that as an exception to the rule in Foss v Harbottle a member of a company may bring an action on its behalf against wrongdoers who exert control over the company and who are preventing it from enforcing its rights, i.e. the single derivative action. A multiple derivative action potentially arises where the proposed claimant is not a member of the wronged company but is a member of the ultimate holding company. Since the coming into force of the Companies Act 2006, there has been considerable debate as to whether that legislation removed the common law double derivative action or even, in some quarters, whether such a common law action ever existed.”

Full story (Word)

New Square Chambers, 17th May 2013

Source: www.newsquarechambers.co.uk

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VLM Holdings Ltd v Ravensworth Digital Services Ltd – WLR Daily

Posted February 21st, 2013 in computer programs, copyright, law reports, licensing, subsidiary companies by sally

VLM Holdings Ltd v Ravensworth Digital Services Ltd [2013] EWHC 228 (Ch); [2013] WLR (D) 63

“Where the authority given by a head licensor to a sub-licensor was sufficiently wide in scope to allow the grant of a sub-licence which was capable of surviving termination of the head licence, the head licensor must be taken on normal agency principles as giving ultimate permission for the granting of the sub-licence.”

WLR Daily, 13th February 2013

Source: www.iclr.co.uk

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Subsidiaries as “branches” for undertakings: a new route to jurisdiction under Article 5(5) of the Brussels Regulation? – Competition Bulletin from Blackstone Chambers

Posted February 15th, 2013 in competition, conflict of laws, EC law, jurisdiction, news, subsidiary companies by sally

“Stand alone, follow on and hybrid damages claims arising out of multijurisdictional cartels are generating some of the most novel and interesting current problems in conflicts of laws, both in relation to issues of jurisdiction and applicable law. On the jurisdictional side conventional wisdom has it that there are three main routes by which Claimants can seize English jurisdiction.”

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Competition Bulletin from Blackstone Chambers, 14th February 2013

Source: www.competitionbulletin.com

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European Commission v Tomkins plc – WLR Daily

Posted January 24th, 2013 in company law, competition, EC law, law reports, subsidiary companies by sally

European Commission v Tomkins plc (Case C-286/11P); [2013] WLR (D) 17

“Where the liability of a parent company was derived exclusively from that of its subsidiary and where the parent and its subsidiary had brought parallel applications having the ‘same object’, the Court was entitled, without infringing the ne ultra petita principle—that European Union courts could not rule on aspects concerning addressees other than those covered by the applicant’s application—to take account of the outcome of the action brought by the subsidiary and to annul the action brought by the parent on that basis, despite the fact that the scope of the applications and arguments presented in each application were different.”

WLR Daily, 22nd January 2013

Source: www.iclr.co.uk

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Emerson Electric Co and others v Morgan Crucible Co plc and others – WLR Daily

Posted November 30th, 2012 in competition, law reports, subsidiary companies, tribunals by tracey

Emerson Electric Co and others v Morgan Crucible Co plc and others: [2012] EWCA Civ 1559;   [2012] WLR (D)  354

“The fact that a European parent company had been found guilty of infringing European competition law did not give the Competition Appeal Tribunal jurisdiction to hear a follow-on claim for damages brought under section 47A of the Competition Act 1998 against an English subsidiary which had not been an addressee to the European Commission’s decision on infringement.”

WLR Daily, 28th November 2012

Source: www.iclr.co.uk

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Anglo American: a right to sue in the UK as well as in South Africa? – UK Human Rights Blog

Posted July 17th, 2012 in asbestos, company law, domicile, news, subsidiary companies by sally

“Back to the problem of when and where you can sue various members of a group of companies. In the Cape case (for which see my post), a parent company was held liable for failing to ensure that its subsidiary properly managed the risks posed by asbestos. In this case of Vava, the claimants wanted to sue a South African registered holding company (AASA) in the UK, on the basis that the real decisions were taken in the UK, and hence AASA were domiciled in the UK for purposes of suing them.”

Full story

UK Human Rights Blog, 16th June 2012

Source: www.ukhumanrightsblog.com

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Suing the corporate soul; parent company down for asbestosis – UK Human Rights Blog

Posted May 8th, 2012 in asbestos, industrial injuries, news, subsidiary companies by sally

“This may sound like a rather dreary topic, but the problem is vitally important for the proper reach of environmental and personal injury law. Some may have seen from my post on the Erika disaster the difficult issues which can arise when a multi–national (in that case, Total) does business through a number of corporate entities, particularly where they are domiciled in different countries. But the present case is a good example where liabilities are not confined to the party directly responsible for the injury or disaster. Good thing, too, for this claimant, who stood to gain nothing from his former employer, a company now dissolved, or indeed its insurers.”

Full story

UK Human Rights Blog, 4th May 2012

Source: www.ukhumanrightsblog.com

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CoA ruling makes parent companies liable for subsidiaries’ health and safety – Law Society’s Gazette

Posted May 1st, 2012 in appeals, health & safety, news, subsidiary companies by sally

“Parent companies have a responsibility for the health and safety of their subsidiaries’ employees, the Court of Appeal has ruled in a groundbreaking case.”

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Law Society’s Gazette, 30th April 2012

Source: www.lawgazette.co.uk

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Bribery Act could disadvantage UK firms, warns Lord Goldsmith – Daily Telegraph

“The Bribery Act could unfairly prejudice British companies after key aspects of it were watered down by the Ministry of Justice, according to former Attorney General Lord Goldsmith.”

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Daily Telegraph, 25th April 2011

Source: www.telegraph.co.uk

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Enviroco Ltd v Farstad Supply A/S – WLR Daily

Enviroco Ltd v Farstad Supply A/S [2011] UKSC 16; [2011] WLR (D) 126

“When a Scottish holding company’s entire shareholding in one of its subsidiary companies had been pledged to a Scottish creditor as security and, pursuant to Scots law, the creditor had become the registered shareholder, the subsidiary company was, for the purposes of section 736 of the Companies Act 1985, no longer a subsidiary of the holding company.”

WLR Daily, 6th April 2011

Source: www.iclr.co.uk

Please note that once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Haribo Lakritzen Hans Riegel Betriebs GmbH v Finanzamt Linz; Osterreichische Salinen AG v Same – WLR Daily

Posted February 21st, 2011 in corporation tax, dividends, EC law, law reports, subsidiary companies by sally

Haribo Lakritzen Hans Riegel Betriebs GmbH v Finanzamt Linz; Osterreichische Salinen AG v Same(Joined Cases C-436/08 and C-437/08); ; [2011] WLR (D) 49

“Legislation of a member state which discriminated against portfolio dividends received by a resident company from a company resident in a non member state party to an EEA Agreement, was contrary to the principle of free movement of capital, where that discrimination was based upon a comprehensive agreement of mutual assistance. It was not contrary to article 63FEU of the FEU Treaty for member states to exempt from corporation tax portfolio dividends which one resident company received from another whilst subjecting portfolio dividends which a resident company received from a non member state company party to an EEA Agreement or from a company resident in another member state, provided that the tax was credited against tax payable in the members state of the recipient company and the administrative burdens were not excessive. National legislation which discriminated against dividends received from non member states on the basis of the shareholding held by the recipient company in the non member state company was not contrary to article 63FEU provided the mechanisms in place to off set the charges to tax led to equivalent results.”

WLR Daily, 18th February 2011

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

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Progress Property Co Ltd v Moorgarth Group Ltd – WLR Daily

Progress Property Co Ltd v Moorgarth Group Ltd [2010] UKSC 55; [2010] WLR (D) 218

“The sale of a company’s assets to a shareholder was not an unlawful distribution of assets if the court concluded that it was a genuine commercial transaction at arm’s length even if it appeared with hindsight that the sale was at an undervalue. The court’s conclusion depended on a realistic assessment of all the relevant facts and not simply on a retrospective valuation exercise in isolation from all other inquiries. The essential issue was how the transaction was to be characterised, and that was a matter of substance and not form.”

WLR Daily, 8th December 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

How to avoid losing a subsidiary by mistake: lessons from the Court of Appeal – OUT-LAW.com

Posted January 26th, 2010 in company law, mistake, news, subsidiary companies by sally

“A parent company can inadvertently lose control of its subsidiary, according to a ruling by the Court of Appeal. An expert has said that the circumstances in which this will happen are rare but that directors of group companies should mitigate the risks.”

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OUT-LAW.com, 26th January 2010

Source: www.out-law.com

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