Tax issues for UK holding companies – OUT-LAW.com
‘This guide considers the tax implications of using a UK holding company to hold shares in other UK or overseas companies.’
OUT-LAW.com, 9th August 2024
Source: www.pinsentmasons.com
Category: company law
Investor personhood: the case against paternalism and welfarism in corporate law – Journal of Corporate Law Studies
‘Equity investment is seen in both dominant and critical corporate law literature as a passive act that carries exclusively instrumental value. This conceptualisation legitimises shareholder paternalism in current UK law and provides support for stakeholder welfarism reforms. Engaging with cogent emerging evidence on the preferences, motivation, and behaviour of contemporary individual investors, we demonstrate that, for the majority of them, equity investment is increasingly experienced as a choice instantiating their personhood, identity, and moral agency, and thus carrying inherent value. Drawing on Hayek’s epistemology, we propose a novel interpretation of Rawls’s theory of justice, and argue that freedom to own productive property must be included in the list of basic liberties under Rawls’s first principle of justice. Therefore, corporate law cannot continue imposing paternalistic restrictions on the configurations of shareholder rights that investors may rationally choose from, and pleas for stakeholder welfarism within corporate law must be rejected.’
Journal of Corporate Law Studies, 18th July 2024
Source: www.tandfonline.com
Increasing director accountability: The new Audit Reform and Corporate Governance Bill – Kingsley Napley Corporate and Commercial Law Blog
‘Last month, King Charles III opened the first session of the new parliament by outlining the Labour government’s priorities. Among these was the much-anticipated draft Audit Reform and Corporate Governance Bill. It has been six years since Sir John Kingman delivered his independent review of the Financial Reporting Council (FRC), and the call for robust audit reform has remained strong.’
Kingsley Napley Corporate and Commercial Law Blog, 5th August 2024
Source: www.kingsleynapley.co.uk
Supreme Court confirms no tax deductions on costs associated with disposal of a business – OUT-LAW.com
‘Tax deductions were not available for professional fees incurred by an investment company once a decision to sell a business it held had been made, because they were expenses of a capital nature even though they are accepted to have been expenses of management, the UK’s highest court has ruled.’
OUT-LAW.com, 31st July 2024
Source: www.pinsentmasons.com
Separate legal personality – an explanation and a defence – Journal of Corporate Law Studies
‘The article proposes a modern version of real entity theory to explain the principle of the separate legal personality of the company. This theoretical model relies on scholarship from the wider social sciences that demonstrates that organisations bring about behaviours that would not exist but for the organisational context. Organisations are real in their consequences. The principle of separate legal personality condones, supports, and protects the ability of organisations to act autonomously. The article further suggests that we do not need a principle of corporate “disregard” but should continue on the path of developing context-specific rules addressing questions arising out of corporate abuses.’
Journal of Corporate Law Studies, 17th July 2024
Source: www.tandfonline.com
A Legal Obligation on UK Employers to Conduct Labour Law Due Diligence: A Substantive Proposal – Industrial Law Journal
‘The use of non-financial reporting and due diligence legislation to force companies to address specific adverse effects of their operations has become an increasingly common tool for policymakers in recent years. To date, international legislative activity has mainly focussed on potential breaches of human rights and environmental obligations but has also included aspects of labour law. This article proposes a new law that adapts the concept of corporate due diligence to the field of labour law. The new law uses a reflexive model of legislation which is referred to as Labour Law Due Diligence. The under-resourced system of labour market enforcement in the UK and workers’ reluctance to use litigation to defend their rights means that persistent non-compliance by employers can go unpunished. Employers would be obliged to carry out an annual audit to assess whether they comply with key labour law obligations and make the results public. Non-compliant employers would need to remedy any unlawful practices within a year or face the prospect of enforcement action being taken against them. Through an evaluation of UK legislation which has attempted to force companies to address specific legislative goals through public disclosure of data, the article seeks to address the weaknesses of such legislation by involving stakeholders and introducing robust systems of enforcement.’
Industrial Law Journal, 24th July 2024
Source: academic.oup.com
Law Commission publishes scoping paper on Decentralised Autonomous Organisations – Law Commission
‘Today, the Law Commission has published a scoping paper looking into how Decentralised Autonomous Organisations (DAOs) can be characterised and how the law of England and Wales might accommodate them now and in the future. The paper seeks to identify current issues around DAOs to inform any future law reform or innovations.’
Law Commission, 11th July 2024
Source: lawcom.gov.uk
Co-ownership in the business context: the odiousness of survivorship in equity – Wilberforce Chambers
‘The co-ownership of property is a question that vexes all private client lawyers. The recent judgment of Nugee LJ, a former member of these chambers, in Williams v Williams [2024] EWCA Civ 42 involved litigation that touched upon the issue in the context of partnership and real property.’
Wilberforce Chambers, 27th June 2024
Source: www.wilberforce.co.uk
FCA’s Anti-Greenwashing Rule Takes Effect: What It Means for Compliance and ESG Accountability – Criminal Law Blog
‘The FCA’s long-awaited anti-greenwashing rule came into force on 31 May 2024. This rule is part of the wider Sustainability Disclosure Requirements regime and reflects the FCA’s strong commitment to ESG and to supporting the Government’s commitment to achieving net zero by 2050.’
Criminal Law Blog, 14th June 2024
Source: www.kingsleynapley.co.uk
Chohan v Ved and others [2024] EWHC 739 (Ch) – Gatehouse Chambers
‘Mr Chohan and Mr Ved knew each other from childhood. From 2008 Mr Ved ran his accountancy business, Sterling Associates, from part of the premises comprising 5TC pursuant to a series of licence agreements with the then tenant of 5TC, Eutopia Ltd (“Eutopia”).’
Gatehouse Chambers, 28th May 2024
Source: gatehouselaw.co.uk
Updated guidance on UK national security regime provides greater clarity for businesses – OUT-LAW.com
‘The updated guidance on the NSI Act comes after calls to “fine tune” the NSI regime following a consultation. It aims to provide more clarity to businesses, institutions, and their advisors while protecting national security. The updates include a new “section 3 statement” that better explains how the UK government plans to exercise powers under the NSI Act to call-in certain acquisitions for scrutiny and updated “Market Guidance”.’
OUT-LAW.com, 31st May 2024
Source: www.pinsentmasons.com
UK’s landmark DMCC Bill becomes law – OUT-LAW.com
‘The highly anticipated Digital Markets, Competition and Consumers (DMCC) Bill was passed by the UK Parliament on 23 May, marking the most important changes to UK competition law and consumer law in years.’
OUT-LAW.com, 28th May 2024
Source: www.pinsentmasons.com
Administration extension pitfalls and recent UK court decisions – OUT-LAW.com
‘The administration of a company automatically comes to an end on the first anniversary of its commencement. However, the period can be extended beyond the first anniversary with the consent of the creditors or the court.’
OUT-LAW.com, 17th May 2024
Source: www.pinsentmasons.com
Limits on director liability for trade mark infringement confirmed in the UK – OUT-LAW.com
‘Directors of companies that infringe trade marks can only be held personally liable as an accessory to that infringement in the UK if they know that what their company was doing amounted to trade mark infringement, the UK’s highest court has confirmed.’
OUT-LAW.com, 15th May 2024
Source: www.pinsentmasons.com
Fraud ‘reasonable procedures’ guidance will emphasise need for procedural assessment – OUT-LAW.com
‘Businesses should carry out fraud risk assessments in line with the requirements of the Economic Crime and Corporate Transparency Act ahead of final UK government guidance concerning the “reasonable procedures” fraud prevention defence, an expert has said.’
OUT-LAW.com, 10th May 2024
Source: www.pinsentmasons.com
Research Briefing: Company registration in the UK – House of Commons Library
‘The UK Government is reforming Companies House and the company registration regime in the UK. This briefing looks at the company regime and the ongoing reforms.’
House of Commons Library, 3rd May 2024
Source: commonslibrary.parliament.uk
Substantial Disposals by Administrators in the First Eight Weeks: When is the purchaser a “connected person” and when is an evaluator independent? – Wilberforce Chambers
‘David Pollard has published a three part article on Substantial Disposals by Administrators in the First Eight Weeks: When is the purchaser a “connected person” and when is an evaluator independent?
Published in the journal International Corporate Rescue, it discusses the statutory tests applicable when an administrator of a company seeks to make a substantial disposal during the first eight weeks of an administration under the Insolvency Act 1986.’
Wilberforce Chambers, 29th April 2024
Source: www.wilberforce.co.uk
When is an administrator an ‘officer’ of the company? – Legal Studies
‘When a company becomes insolvent, particularly if it is a large company, this will often mean that there will be a large-scale redundancy process. The requirements of the process can be technical, but there is a list of obligations that must be adhered and these are set out within the Trade Union and Labour Relations (Consolidation) Act 1992 (TULRCA 1992).’
Legal Studies, 19th April 2024
Source: www.cambridge.org
The Pursuit of Corporate Accountability: Climate Change Litigation and the Use of Shareholder Derivative Actions – Cambridge Law Journal
‘ClientTEarth v Shell [2023] EWHC 1897 (Ch) is the first attempt to use the statutory shareholder derivative action (Part 11 Chapter 1 of the Companies Act 2006 (CA 2006)) to hold directors liable for breach of directors’ duties for issues related to climate change. A derivative action can be used by shareholders in limited circumstances to bring an action of recourse on behalf of the company. Derivative actions are typically used to protect minority shareholders. Therefore, its use in ClientEarth v Shell is of interest, especially considering the ongoing discussion on the role and purpose of business in society. Although company law has primarily focused on profits, the more modern view is that companies should exist for profit, public interests and societal goals (See British Academy, Reforming Business for the 21 st Century: A Framework for the Future of the Corporation). The ClientEarth case confirms and clarifies situations in which a claimant may obtain permission to continue a claim; and when an absolute liability may be imposed on directors for a climate change-related breach of director’s duty in shareholder derivative claims. It raises questions around the prospects of success for future claimants due to the difficulty in establishing sufficient legal merit; and the relationship between stage one and stage two of the statutory regime.’
Cambridge Law Journal, 3rd April 2024
Source: www.cambridge.org
Environmental Corporate Social Responsibility in Action: The Advertising Standards Authority bans a Toyota SUV advert for not being prepared with a sense of social responsibility – Francis Taylor Building
‘In November 2023, the Advertising Standards Authority (“the ASA”) made the unprecedented decision to ban two Toyota SUV advertisements on the basis that they had “not been prepared with a sense of responsibility to society.”’
Francis Taylor Building, 21st March 2024
Source: www.ftbchambers.co.uk
