What is the meaning of “good will”? The Court of Appeal continue the debate – Hardwicke Chambers

‘In Primus International Holding Company & Ors v Triumph Controls – UK Ltd & Anor [2020] EWCA Civ 1228, the Court of Appeal grappled with the proper interpretation of “goodwill” in a commercial contract, considering the natural meaning of “goodwill” in the commercial context and the definition prevalent in accounting practice. The case provides a useful reminder of the approach taken by the courts when construing contracts, highlighting the need for parties to spell out clearly their intended meaning of a term in their contractual agreement if they wish to depart from its ordinary and natural meaning.’

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Hardwicke Chambers, 4th November 2020

Source: hardwicke.co.uk

CVAs, COVID-19 and Rescue Culture – 3 Hare Court

Posted November 10th, 2020 in company law, coronavirus, insolvency, news by sally

‘Businesses across the United Kingdom are facing treacherous times. The COVID-19 pandemic and its consequent restrictions have caused many businesses to suffer a pronounced drop in income, turnover and profits whilst still being liable to pay overhead costs such as rent to landlords. When businesses start to re-open, they will need to find a way to pay the overhead costs accrued during the COVID-19 pandemic, as well as ongoing costs.’

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3 Hare Court, 2nd November 2020

Source: www.3harecourt.com

UK to make climate risk reports mandatory for large companies – The Guardian

Posted November 10th, 2020 in climate change, company law, financial regulation, news by sally

‘Large companies and financial institutions in the UK will have to come clean about their exposure to climate risks within five years under the terms of a tougher regime announced by the chancellor, Rishi Sunak.’

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The Guardian, 9th November 2020

Source: www.theguardian.com

Law Commission begins project on Corporate Criminal Liability – Law Commission

‘The Government has asked the Law Commission to investigate the laws around corporate criminal liability and provide options to reform them.’

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Law Commission, 3rd November 2020

Source: www.lawcom.gov.uk

Court of Appeal rules on ‘just and reasonable’ UK tax apportionment – OUT-LAW.com

Posted November 2nd, 2020 in appeals, apportionment, company law, news, oil wells, taxation by tracey

‘Any company with “lumpy” profits which would be disadvantaged by a time-based apportionment of oil-related profits for UK tax purposes is entitled to elect for a different profit apportionment method, the Court of Appeal has ruled.’

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Out-Law.com, 2nd November 2020

Source: www.pinsentmasons.com

CVA – 3 Hare Court

Posted October 27th, 2020 in company law, compromise, insolvency, news by sally

‘In this article Richard Bottomley gives an overview of what Company Voluntary Arrangements (“CVAs”) are, when they are used and the advantages and disadvantages to the company and creditors.’

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3 Hare Court, October 2020

Source: www.3harecourt.com

Chu v Lau [2020] UKPC 24: The Privy Council’s review of the law on just and equitable winding-up – Exchange Chambers

‘In its Judgment handed down on 12 October 2020, [[2020] UKPC 24], the Privy Council, comprised of Lord Hodge, Lord Briggs, Lady Arden, Lord Leggatt and Lord Burrows, provided a welcomed clarification of the law applicable to the just and equitable winding-up of a company; with a particular emphasis on the alternative rules which apply to those companies having the status of a quasi-partnership.’

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Exchange Chambers, 16th October 2020

Source: www.exchangechambers.co.uk

Time isn’t on your side and resolving old disputes is never easy – Practical Law: Construction Blog

‘Time flies when you are having fun, or so the saying goes. I think it flies whether you are having fun or not, although I’m sure we’ve all experienced those moments when it isn’t flying at all and it feels like it has stood still. As Pink Floyd famously sang, “Ticking away the moments that make up a dull day”. You may wonder why I am talking about time. Well, it’s because of the events leading up to Fraser J’s judgment in John Doyle Contractors Ltd v Erith Contractors Ltd. They are all to do with time.’

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Practical Law: Construction Blog, 29th September 2020

Source: constructionblog.practicallaw.com

Successful adjudication enforcement in favour of an insolvent company – Practical Law: Construction Blogger

‘Hot on the heels of the Supreme Court’s decision in Bresco Electrical Services Ltd v Michael J Lonsdale (Electrical) Ltd, in what may be the first summary judgment to enforce an adjudicator’s decision in favour of a party in administration, we have successfully represented the claimant in Styles and Wood Ltd (in administration) (S&W) v GE CIF Trustees Ltd.’

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Practical Law: Construction Blog, 1st October 2020

Source: constructionblog.practicallaw.com

Case Comment: Sevilleja v Marex Financial Ltd [2020] UKSC 31 – UKSC Blog

Posted September 4th, 2020 in appeals, company law, damages, debts, insolvency, news, shareholders, Supreme Court, third parties by sally

‘In this case comment, David Bridge and Jessica Foley, both solicitor-advocates within the CMS litigation & arbitration team, comment on the decision handed down by the UK Supreme Court earlier this summer in the matter of Sevilleja v Marex Financial Ltd [2020] UKSC 31, which concerned whether the rule against reflective loss bars creditors of a company from claiming directly against a third party for asset-stripping the company.’

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UKSC Blog, 4th September 2020

Source: ukscblog.com

Section 233B of the Insolvency Act 1986: Implications for suppliers and debtor companies – Forum Chambers

Posted August 14th, 2020 in chambers articles, company law, enforcement, insolvency, news by sally

‘For over twenty years, section 233 of the Insolvency Act 1986 (“IA 1986”) has restricted the contractual freedom of parties, but only in the context of a narrow range of contracts for the supply of utilities such as gas, water and electricity when a company enters into a specified insolvency process. In 2015, further restrictions to the enforcement of insolvency related contract terms were introduced, though again only with regard to this narrow range of contracts. The new section 233B IA 1986, by contrast, is far broader in scope and puts a significant dent in the ability of parties to enforce and vary contractual terms. This article considers the implications of the new provision, which entered into force on 26 June 2020.’

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Forum Chambers, 10th August 2020

Source: www.forumchambers.com

Reining in the rule against reflective loss: Sevilleja v Marex Financial Ltd – Hardwicke Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘In a much-anticipated judgment, the Supreme Court in Sevilleja v Marex Financial Ltd unanimously allowed an appeal against a decision which, if it had been allowed to stand, would have denuded the intentional economic torts of much of their practical utility.’

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Hardwicke Chambers, 28th July 2020

Source: hardwicke.co.uk

Reflecting on “reflective loss”: Case note on Sevilleja v Marex Financial Ltd [2020] UKSC 31 – Hailsham Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The appeal to the Supreme Court in Sevilleja v Marex Financial Ltd [2020] UKSC 31 re-states the principle that a company’s shareholders cannot recover damages against a wrongdoer for loss which is “reflective” of a loss caused by the wrongdoer to the company itself.’

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Hailsham Chambers, July 2020

Source: www.hailshamchambers.com

New Judgment: Lehtimaki & Ors v Cooper [2020] UKSC 33 – UKSC Blog

Posted July 30th, 2020 in charities, company law, fiduciary duty, jurisdiction, news, Supreme Court by sally

‘The Children’s Investment Fund Foundation is a charitable company with more than $4bn in assets helping children in developing countries. It was founded by Sir Christopher Hohn and Ms Jamie Cooper in 2002, but it became difficult to manage when their marriage broke down. These proceedings stem from the steps they took to resolve those difficulties. Specifically, they agreed that in exchange for a grant of $360 million to Big Win Philanthropy, a charity founded by Ms Cooper, she would resign as a member and trustee of CIFF.’

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UKSC Blog, 29th July 2020

Source: ukscblog.com

Sevilleja v Marex: Reflective Loss Restated – 4 New Square

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The Supreme Court’s decision in Sevilleja v. Marex Financial Ltd, 15 July 2020, fundamentally restates the doctrine of reflective loss in company law so that:

A claim by a company’s creditor against a third party will not be barred where it reflects loss suffered by the company, even if the creditor is also a shareholder; and
There is no longer an exception to the doctrine where the wrongdoer has brought about the company’s impecuniosity.’

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4 New Square, 17th July 2020

Source: www.4newsquare.com

FCA begins case over insurers’ refusal to pay firms’ Covid-19 claims – The Guardian

‘The City regulator will on Monday begin a test case on behalf of thousands of businesses that claim they should have been paid by insurers to cover closures during the coronavirus pandemic.’

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The Guardian, 20th July 2020

Source: www.theguardian.com

Redundancy: Principles and Calculations Revisited – 33 Bedford Row

Posted July 10th, 2020 in chambers articles, company law, coronavirus, employment, news, redundancy by sally

‘This article has been prepared by two barristers at 33 Bedford Row outlining the basic principles in relation to redundancy as well as calculation of any redundancy payment.’

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33 Bedford Row, 30th June 2020

Source: www.33bedfordrow.co.uk

‘Breathing space’: the impact of a more consensual approach – 3 Hare Court

‘On 27 April 2020 the British Institute of International and Comparative Law (BIICL) published Breathing Space – a Concept Note on the effect of the pandemic on commercial contracts. The central thesis is that to mitigate the damaging effects of COVID-19 on the global economy, private law should encourage compromise and mediation rather than a zero-sum rush to terminate contracts and then to litigation and arbitration.

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3 Hare Court, 29th June 2020

Source: www.3harecourt.com

Covid-19: What Are My Redundancy Rights? – Each Other

Posted July 8th, 2020 in company law, coronavirus, employment, news, redundancy by sally

‘In the past week, thousands of people have lost their jobs across the UK due to the impact of Covid-19.’

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Each Other, 7th July 2020

Source: eachother.org.uk

Case Comment: Bresco Electrical Services Ltd (in liquidation) v Michael J Lonsdale (Electrical) Ltd [2020] UKSC 25 – UKSC Blog

Posted July 3rd, 2020 in appeals, company law, insolvency, news, Supreme Court by sally

‘In this case comment, Adrian Bell, Nigel Lewis, Steven Bell and Shona Frame, all partners within the CMS Infrastructure, Construction and Energy Disputes Group, comment on the decision handed down in June 2020 in the matter of Bresco Electrical Services Ltd (in liquidation) v Michael J Lonsdale (Electrical) Ltd [2020] UKSC 25.’

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UKSC Blog, 1st July 2020

Source: ukscblog.com