Category: company law

High Court Litigation Commercial Bargains and The Common Law – 11 KBW

Posted May 15th, 2013 in company law, courts, employment, fiduciary duty, news by sally

“Employment litigation in the High Court is one of the most interesting and dynamic areas of practice. The cases tend to be fought at the point where countervailing currents commercial and employment law meet and many of the cases turn on resolving the tension between a bargain struck between commercial men and the portmanteau term of trust and confidence. That tension presents an opportunity for the creative advisor and a pitfall for the unwary”

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11 KBW, 10th May 2013

Source: www.11kbw.com

Solvent or insolvent: the Supreme Court lays down the test for s123 of IA 1986 – 11 Stone Buildings

Posted May 15th, 2013 in company law, insolvency, news, statutory interpretation, strict liability by sally

“In a unanimous judgment handed down on 9th May 2013, the Supreme Court confirmed that the ‘balance
sheet’ test insolvency in section 123 of the Insolvency Act 1986 is not a mechanical exercise of comparing the value of a company’s assets against the value of its liabilities; but a more sophisticated test requiring a judgment as to whether the present assets of a company will reasonably enable the company’s present and future liabilities to be met. In so doing, their Lordships rejected the ‘point of no return’ test formulated by Lord Neuberger MR in the Court of Appeal. Christopher Boardman reviews BNY Corporate Trustee Services Ltd v Eurosail-UK 2007-3BL Plc.”

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11 Stone Buildings, 13th May 2013

Source: www.11sb.com

BNY Corporate Trustee Services Limited and others (Respondents) v Neuberger Berman Europe Ltd(on behalf of Sealink Funding Ltd) and others (Appellants); BNY Corporate Trustee Services Limited and others (Respondents) v Eurosail-UK 2007-3BL PLC (Appellant) – Supreme Court

Posted May 10th, 2013 in company law, debts, insolvency, law reports, Supreme Court, winding up by sally

BNY Corporate Trustee Services Limited and others (Respondents) v Neuberger Berman Europe Ltd(on behalf of Sealink Funding Ltd) and others (Appellants); BNY Corporate Trustee Services Limited and others (Respondents) v Eurosail-UK 2007-3BL PLC (Appellant) [2013] UKSC 28 (YouTube)

Supreme Court, 9th May 2013

Source: www.youtube.com/user/UKSupremeCourt

Insolvency of software sub-licensor did not end firm’s rights of use under that licence, rules High Court – OUT-LAW.com

Posted February 18th, 2013 in company law, copyright, insolvency, intellectual property, licensing, news by sally

“Businesses can retain the right to use copyrighted software under sub-licences awarded by head-licensees in circumstances where those head-licensees are subject of a termination or become insolvent, the High Court has said.”

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OUT-LAW.com, 15th February 2013

Source: www.out-law.com

Does VTB v Nutritek foreshadow the Supreme Court’s approach to the Petrodel appeal on piercing the corporate veil? – Family Law week

Posted February 12th, 2013 in appeals, company law, disclosure, financial provision, matrimonial home, news by tracey

“Emily Marshall, family law professional support lawyer at Irwin Mitchell considers the possible implications of the Supreme Court’s decision in a commercial case on the forthcoming appeal in the Petrodel appeal, to be heard in March.”

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Family Law Week, 11th February 2013

Source: www.familylawweek.co.uk

Deferred Prosecution Agreements – Sir Anthony Hooper, Former Lord Justice of Appeal – Fulcrum Chambers

Posted January 29th, 2013 in bribery, company law, deferred prosecution agreements, negligence, news, penalties by sally

“Since the early 90s US prosecuting authorities have been using deferred prosecution agreements. They are said to raise about $2.5bn a year in penalties, often in respect of criminal activities with little connection to the US. A deferred prosecution agreements involves the filing in court of agreed charges against a corporation, subject to a condition that the charges will not be pursued if the corporation complies with the often stringent terms of the agreement for a specified period. Such terms will include the payment of substantial sums to reflect broadly the fine that would have been paid had the corporation pleaded guilty and to reflect the confiscation and compensation regimes. Corporations are likely also to have to agree to the appointment of a monitor to ensure their adherence to proper standards of behaviour.”

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Fulcrum Chambers, January 2013

Source: www.fulcrumchambers.com

Eckerle and others v Wickeder Westfalenstahl GmbH and another – WLR Daily

Posted January 25th, 2013 in company law, law reports, locus standi, shareholders by tracey

Eckerle and others v Wickeder Westfalenstahl GmbH and another: [2013] EWHC 68 (Ch); [2013] WLR (D) 24

“The holders of dematerialised shares in a public company were not entitled to the same protection under section 98 of the Companies Act 2006 as registered minority shareholders.”

WLR Daily, 23rd January 2013

Source: www.iclr.co.uk

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

Certain Limited Partners in Henderson PFI Secondary Fund II LLP (a firm) v Henderson PFI Secondary Fund II LLP (a firm) and others – WLR Daily

Posted November 28th, 2012 in company law, contracts, derivative claims, law reports, partnerships by sally

Certain Limited Partners in Henderson PFI Secondary Fund II LLP (a firm) v Henderson PFI Secondary Fund II LLP (a firm) and others [2012] EWHC 3259 (Comm); [2012] WLR (D) 348

“A derivative claim brought by limited partners in a partnership, in the partnership’s name, against the partnership’s manager was permitted where there were special circumstances to justify such a claim.”

WLR Daily, 16th November 2012

Source: www.iclr.co.uk

Changes to Takeover Code working well, according to Panel report – OUT-LAW.com

Posted November 28th, 2012 in codes of practice, company law, news, shareholders, takeovers by sally

“Changes to the rules governing company acquisitions, introduced last year to protect shareholders in the event of a hostile takeover, have “operated satisfactorily” according to a report by the Takeover Panel.”

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OUT-LAW.com, 28th November 2012

Source: www.out-law.com

Petrodel v Prest: hiding assets behind the corporate veil? – Halsbury’s Law Exchange

Posted November 2nd, 2012 in appeals, company law, disclosure, financial provision, matrimonial home, news by sally

For a long time family lawyers and the family courts have made the best of the creaking mechanism for financial provision that is the Matrimonial Causes Act 1973 (MCA 1973) (much amended…). Procedural changes are made but in terms of the interpretation of the MCA 1973 itself, case law is king. The family courts “make do and mend” so that the nearly 40-year-old primary legislation is fit for purpose. But the Court of Appeal last week decided that that the company law case of Salomon v A Salomon and Company, Limited [1897] AC 22 applies as much in the disposition of ancillary relief proceedings as in other proceedings.

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Halsbury’s Law Exchange, 1st November 2012

Source: www.halsburyslawexchange.co.uk

Employee share ownership: proposals for the de-regulation of share buybacks by companies with employee shareholders – Employment Law Blog

Posted November 2nd, 2012 in company law, consultations, employment, news, shareholders by sally

“The Nuttall Review commissioned by the Department for Business Innovation and Skills and published on 4 July 2012 identified key barriers to the uptake of employee ownership and made a number of recommendations on how to reduce these barriers.”

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Employment Law Blog, 1st November 2012

Source: www.employment11kbw.com

Divorce ruling branded ‘cheat’s charter’ – Law Society’s Gazette

Posted November 1st, 2012 in appeals, company law, financial provision, matrimonial home, news by sally

“Lawyers have branded as a ‘cheat’s charter’ a Court of Appeal landmark ruling that an oil tycoon need not hand over to his wife £17.5m in assets held by his companies.”

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Law Society’s Gazette, 1st November 2012

Source: www.lawgazette.co.uk

Family Division 1 – Chancery Division 2: A consideration of Petrodel v Prest – Family Law Week

Posted November 1st, 2012 in appeals, company law, disclosure, financial provision, matrimonial home, news by sally

“Alison Burge, barrister, of Pump Court Chambers analyses the Court of Appeal’s decision in the watershed case of Petrodel v Prest.”

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Family Law Week, 31st October 2012

Source: www.familylawweek.com

Prest v Prest and others – WLR Daily

Posted October 30th, 2012 in appeals, company law, financial provision, law reports, matrimonial home by sally

Prest v Prest and others [2012] EWCA Civ 1395; [2012] WLR (D) 296

“The court had no jurisdiction in ancillary relief proceedings under section 24(1)(a) of the Matrimonial Causes Act 1973 to order a party (the husband) to transfer to the wife assets held by companies of which the husband was the controller or controlling shareholder, on the basis of that he was ‘entitled’ to them.”

WLR Daily, 26th October 2012

Source: www.iclr.co.uk

Green light expected for deferred prosecutions – Law Society’s Gazette

Posted October 23rd, 2012 in company law, deferred prosecution agreements, fraud, news, plea bargaining, prosecutions by sally

“The government is expected today to give a cautious go ahead to US-style deferred prosecution agreements (DPAs) for corporate crime. A government response to a Ministry of Justice consultation held last summer is likely to to recommend changing the law to allow such deals to be struck between offending companies and the Serious Fraud Office.”

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Law Society’s Gazette, 23rd October 2012

Source: www.lawgazette.co.uk

Board minutes of a public/private joint venture confidential and commercially sensitive – Panopticon

Posted October 11th, 2012 in company law, confidentiality, documents, joint ventures, news, public private partnerships, tribunals by sally

“Joint ventures between the public and private sectors are increasingly common. They are often a focus for vigorous political debate over issues such as the costs involved, the savings to the public purse, the profit to the private sector partner, and allegations of conflicts of interest. While those are political arguments on which Tribunals take no view, they do point to the significant public interests that are engaged when considering access to information. So said the Tribunal in David Orr v IC and Avon and Somerset Police Authority (EA/2012/0077), a recent decision notable for grappling with access to information about such a public/private joint venture.”

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Panopticon, 11th October 2012

Source: www.panopticonblog.com

Can you legislate for responsible capitalism? Yes, here’s how – The Guardian

Posted October 3rd, 2012 in banking, company law, financial regulation, legislation, news, shareholders by sally

“The Companies Act 2006 was a step, but we urgently need a commission on responsible capitalism.”

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The Guardian, 2nd October 2012

Source: www.guardian.co.uk

OFT able to levy fines up to 30% of firms ‘relevant turnover’ for anti-competitive behaviour – OUT-Law.com

Posted September 12th, 2012 in company law, competition, EC law, fines, news by tracey

“Businesses now face fines worth up to 30% of their annual turnover in a particular market if they engage in anti-competitive behaviour, following an update to the UK competition regulator’s penalties regime.”

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OUT-LAW.com, 12th September 2012

Source: www.out-law.com

Health and safety inspections to be scrapped for all but most high-risk businesses, Government announces – OUT-LAW.com

Posted September 11th, 2012 in company law, health & safety, news, regulations by tracey

“Regular health and safety inspections will be scrapped for all but the most high-risk businesses from April 2013, the Government has announced.”

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OUT-LAW.com, 10th September 2012

Source: www.out-law.com