The document summarizes key issues relating to divorce and family businesses. It provides statistics on family businesses and divorce rates in the UK. It then discusses the court's approach to dividing business assets, including moving away from treating them as "off limits" and now taking all assets, including illiquid business assets, into account. It provides examples of court cases and discusses methods for extracting value from businesses, protecting family businesses, and some brief real case studies.
- The letter represents a law firm and concerns a dispute between their client Gordon Kraft, a member of the board of directors of Starpower Home Entertainment Inc., and the company.
- Starpower is attempting to replace an existing loan agreement with Gordon Kraft from 2005 with a new "Substitute Obligation" without Kraft's consent or additional consideration.
- The law firm asserts that Starpower cannot unilaterally replace the original loan agreement and that Kraft does not agree to a "novation." They also have concerns about how Kraft's original investment in Starpower was solicited and how the company has been managed.
Taxation Article - The Painless Way Of SplittingMartin Verrall
P Ltd wanted to sell its non-core franchise business without incurring tax charges. Recent law changes made this easier by exempting degrouping charges from tax under the substantial shareholding exemption. However, two issues needed addressing: 1) Whether the franchise goodwill was old or new, as new goodwill degrouping charges are still taxed. It was determined the goodwill was old based on the franchise start date. 2) The law requires the transferor to have been in a group, but P Ltd was a sole trader. While a group of one can mathematically be a group, HMRC guidance says the law cannot apply to sole traders.
Doing business in the united states presentation 101028 (1)Denis Dovgopoliy
The document provides an overview of key considerations for doing business in the United States, including:
1) Regulatory environment covers areas like antitrust, consumer protection, intellectual property, accounting standards.
2) Choice of entity includes LLC, LP, C Corp, S Corp which provide liability protection.
3) Transfer pricing is important for related party transactions to reflect arm's length prices and avoid penalties.
Idea to ipo venture capital startup royse - may 10 2020Roger Royse
This document provides information to help startups prepare for venture capital investment. It discusses various sources of funding for startups, including founders' personal savings, debt financing, government grants, friends and family investors, angels, and venture capital. It explains factors that venture capital firms consider, such as the startup's team, market size, traction, and potential for growth. The document also covers topics like common stock structures, founder equity, vesting schedules, and deal terms that are important for startups to understand when pursuing a venture capital investment.
Legal overview star camp royse - may 2020 4839-7571-5260-1Roger Royse
This document provides an overview of legal considerations for forming and financing a startup called StarCamp. It discusses the differences between establishing a US branch versus incorporating in the US. Key topics covered include effectively connected income, branch profits tax, withholding taxes and how tax treaties may provide relief, transfer pricing requirements, and BEA reporting filings. The document also examines choice of entity options, tax benefits of C corporations, founder equity splits, vesting, and employment law issues around worker classification.
BoyarMiller Breakfast Forum: Perspectives on the Energy Industry March 2013BoyarMiller
The document summarizes perspectives on the energy industry from a breakfast forum presentation. It discusses the current regulatory environment surrounding issues like the Keystone pipeline, fracking, and renewable fuel standards. It also reviews trends in the mid-market M&A environment like transaction multiples, private equity activity, and lending conditions. Charts are presented on topics like US natural gas and oil production, RIN credit prices, and the private equity landscape.
The accounting standard establishes requirements for disclosure of related party relationships and transactions between a reporting enterprise and its related parties. It defines related parties as those able to exercise control or significant influence over the enterprise. Disclosures include the nature of relationships, types and amounts of transactions, and outstanding balances. The standard aims to highlight the possibility that related party relationships may not reflect arm's length transactions.
This document provides information on wintercreeper euonymus, a groundcover plant, and sole proprietorships as a business structure. It discusses that a sole proprietorship is a business owned and operated by one individual, who reports profits on their personal tax returns. The document also outlines some of the legal requirements for sole proprietors, including obtaining licenses and paying various taxes.
- The letter represents a law firm and concerns a dispute between their client Gordon Kraft, a member of the board of directors of Starpower Home Entertainment Inc., and the company.
- Starpower is attempting to replace an existing loan agreement with Gordon Kraft from 2005 with a new "Substitute Obligation" without Kraft's consent or additional consideration.
- The law firm asserts that Starpower cannot unilaterally replace the original loan agreement and that Kraft does not agree to a "novation." They also have concerns about how Kraft's original investment in Starpower was solicited and how the company has been managed.
Taxation Article - The Painless Way Of SplittingMartin Verrall
P Ltd wanted to sell its non-core franchise business without incurring tax charges. Recent law changes made this easier by exempting degrouping charges from tax under the substantial shareholding exemption. However, two issues needed addressing: 1) Whether the franchise goodwill was old or new, as new goodwill degrouping charges are still taxed. It was determined the goodwill was old based on the franchise start date. 2) The law requires the transferor to have been in a group, but P Ltd was a sole trader. While a group of one can mathematically be a group, HMRC guidance says the law cannot apply to sole traders.
Doing business in the united states presentation 101028 (1)Denis Dovgopoliy
The document provides an overview of key considerations for doing business in the United States, including:
1) Regulatory environment covers areas like antitrust, consumer protection, intellectual property, accounting standards.
2) Choice of entity includes LLC, LP, C Corp, S Corp which provide liability protection.
3) Transfer pricing is important for related party transactions to reflect arm's length prices and avoid penalties.
Idea to ipo venture capital startup royse - may 10 2020Roger Royse
This document provides information to help startups prepare for venture capital investment. It discusses various sources of funding for startups, including founders' personal savings, debt financing, government grants, friends and family investors, angels, and venture capital. It explains factors that venture capital firms consider, such as the startup's team, market size, traction, and potential for growth. The document also covers topics like common stock structures, founder equity, vesting schedules, and deal terms that are important for startups to understand when pursuing a venture capital investment.
Legal overview star camp royse - may 2020 4839-7571-5260-1Roger Royse
This document provides an overview of legal considerations for forming and financing a startup called StarCamp. It discusses the differences between establishing a US branch versus incorporating in the US. Key topics covered include effectively connected income, branch profits tax, withholding taxes and how tax treaties may provide relief, transfer pricing requirements, and BEA reporting filings. The document also examines choice of entity options, tax benefits of C corporations, founder equity splits, vesting, and employment law issues around worker classification.
BoyarMiller Breakfast Forum: Perspectives on the Energy Industry March 2013BoyarMiller
The document summarizes perspectives on the energy industry from a breakfast forum presentation. It discusses the current regulatory environment surrounding issues like the Keystone pipeline, fracking, and renewable fuel standards. It also reviews trends in the mid-market M&A environment like transaction multiples, private equity activity, and lending conditions. Charts are presented on topics like US natural gas and oil production, RIN credit prices, and the private equity landscape.
The accounting standard establishes requirements for disclosure of related party relationships and transactions between a reporting enterprise and its related parties. It defines related parties as those able to exercise control or significant influence over the enterprise. Disclosures include the nature of relationships, types and amounts of transactions, and outstanding balances. The standard aims to highlight the possibility that related party relationships may not reflect arm's length transactions.
This document provides information on wintercreeper euonymus, a groundcover plant, and sole proprietorships as a business structure. It discusses that a sole proprietorship is a business owned and operated by one individual, who reports profits on their personal tax returns. The document also outlines some of the legal requirements for sole proprietors, including obtaining licenses and paying various taxes.
Don’t want to get “taken” on a low dealer trade-in, consider donating that older model car to your favorite charity. Want help getting a fair market value on your car, call us.
CGT rollover relief on marriage breakdown | Family Business Accountants | Wes...Craig Seddon
The effect of the roll-over relief is that the normal CGT rules don't apply in relation to the disposal, so there are no CGT consequences to the transferor.
The transferee acquires the asset with the same CGT nature which it had in the hands of the transferor.
https://www.westcourt.com.au
ThriftBank has appointed the Resolution Trust Corporation as its fiduciary. This form notifies the IRS that the RTC will handle all income, employment, and excise tax matters for ThriftBank as the insolvent financial institution is a member of a consolidated group. The RTC is responsible for securing any refunds available and will receive all tax notices regarding ThriftBank. This form replaces any previous fiduciary notices filed for ThriftBank.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
FTC Fair Debt Collection Practices Act Report to the CFPB (Feb. 2013)dollardiva
The letter from the FTC to the CFPB summarizes the FTC's debt collection program and activities over the past year. It describes the FTC's three-pronged approach of law enforcement, education and outreach, and research. Under law enforcement, the FTC brought or resolved 7 debt collection cases in the past year, obtaining injunctions and monetary judgments. This included cases against collectors using deceptive, unfair, or abusive practices or attempting to collect on phantom debts. The FTC also filed amicus briefs supporting private plaintiffs' rights and providing guidance on time-barred debt.
- The document discusses insider trading regulations in India, including what constitutes insider trading, who qualifies as an insider, and key prohibited activities.
- Insider trading involves dealing in securities using unpublished price-sensitive information not available to the public. Insiders are connected persons expected to have access to such information.
- Regulations govern insider trading and require disclosures from insiders. SEBI can investigate violations and issue directions, including prohibiting trading or recovering profits made through insider trading.
Breakfast Forum: The Energy Industry 2015: What’s Next?BoyarMiller
As part of its ongoing Breakfast Forum series, BoyarMiller gathered industry experts for a panel discussion on the energy industry.
Featured panelists covered the current regulatory/political climate, trends and what to look for when the industry recovers.
Speakers included David A. Pursell with Tudor, Pickering, Holt & Co., Matthew G. Pilon with Simmons & Company International and James K. Wicklund with Credit Suisse LLC.
New IRS Regs End Bottom-Dollar GuaranteesSamuel Grilli
The new IRS regulations eliminate bottom-dollar guarantees (BDGs) that were commonly used to protect partners from recapture of tax deductions. BDGs are now defined broadly as bottom-dollar payment obligations (BDPOs) that do not create economic risk of loss. Limited transition relief provides grandfathering of existing BDPOs for 7 years. Partnerships with BDPOs must identify them, evaluate transition relief, and avoid actions that could trigger gain or loss of grandfathered status. Immediate changes may be needed for transactions and debt modifications to avoid tax ramifications of the new rules.
BoyarMiller Breakfast Forum: Perspectives on the Energy Industry – March 2014BoyarMiller
As part of its ongoing Breakfast Forum series, BoyarMiller will gather industry experts for a panel discussion on the energy industry.
Speakers included: David Pursell with Tudor, Pickering, Holt & Co.; Thomas Bates, Board Member on various corporate boards; and Paul DeWeese with Southwest Oilfield Products.
Be the attorney you dreamed of being. Jump start your career with Tully Rinckey PLLC:
http://www.tullylegal.com/careers/
September, 2015 - This course will be led by Tully Rinckey PLLC Partner Graig Zappia, Esq. Mr. Zappia will draw upon his experience as an experienced real estate and corporate law attorney to assist attorneys of all levels of skill and experience in improving their legal knowledge regarding how to form Limited Liability Companies under New York State law. Mr. Zappia will provide guidance to attorneys on the various forms and procedural requirements to form Limited Liability Companies and Professional Limited Liability Companies. Mr. Zappia will provide insight into the merits and flaws of Limited Liability Companies compared to Corporations.
The Foreign Corrupt Practices Act (FCPA) of 1977 prohibits bribery of foreign officials and requires compliance and transparency in financial record keeping. It was enacted in response to corrupt practices by some U.S. companies. The FCPA is jointly enforced by the Department of Justice and Securities and Exchange Commission. It applies to any U.S. person or company and also foreign companies listed on U.S. stock exchanges. Violations of the FCPA can result in severe civil and criminal penalties for both companies and individuals.
This document outlines The Shaw Group Inc.'s insider trading policy for directors, officers, employees, and consultants. It prohibits trading based on material nonpublic information and restricts trading to specified window periods. It defines terms like material nonpublic information and insider. It also requires pre-clearance of trades by section 16 officers and recommends not disclosing nonpublic information.
The document discusses the False Claims Act (FCA), which imposes liability for fraud committed against the federal government. It notes that FCA cases brought by whistleblowers and the government have increased substantially in recent years. The FCA created liability for various types of fraudulent conduct and applies to contractors who submit claims to or interact with the government. It also discusses theories of liability under the FCA, such as false certification, and the substantial penalties that can be imposed on entities found liable under the Act.
This offering memorandum describes the private offering of up to $3,000,000 in convertible debentures by TransBiotec, Inc. The debentures mature in 36 months, accrue 12% annual interest, and are convertible to common stock at a 35% discount. Proceeds will be used to fund operations and further develop TransBiotec's alcohol detection device. The minimum investment is $10,000. The offering is speculative and involves significant risks, as TransBiotec has no revenues and requires ongoing funding to support operations and develop its technology.
Gray's Summary of the Foreign Corrupt Practices Act.
Gray International (Gray) is an international network of public accounting and consulting firms based in the U.S., Hong Kong, China and Europe. Gray was started over 10 years ago in the U.S. (via its predecessor) and took the form of Gray International in 2013 as the result of the networking of multiple independent practices and professionals.
Gray provides international accounting and compliance solutions in the U.S., Americas, Asia and Europe. Gray focuses on U.S. accounting, tax, and governmental compliance for multinational companies, investors, U.S. persons living overseas and foreign investors and companies investing in or moving to the U.S.
Gray also consults on compliance with U.S. laws for businesses and financial institutions overseas such as the Foreign Corrupt Practices Act (FCPA) and the Foreign Account Tax Compliance Act (FATCA), the IRS Offshore Voluntary Disclosure Program, and the Program for Non-Prosecution Agreements or Non-Target letters for Swiss Banks.
Grays principals, partners, and employees have served clients worldwide. Gray has offices in Geneva, Hong Kong, Seattle, Shanghai and plans to open an office in Singapore in late 2013.
Grays U.S. public accounting firm (Gray CPA, PC) is registered with the U.S. Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants and the Center for Audit Quality.
For more information about us, please visit us at:
www.grayintl.com
Related Party Transaction as per Companies Act and SEBI(LODR)CS Bhuwan Taragi
This PPT is on Related Party Transaction as per companies Act, 2013 and SEBI(LODR) 2015. you will company know who are related parties and what are approval required for related parties transactions.
You can visit my you tube channel "CS Bhuwan Taragi- The Law Talks " for more clearity on this topic.
This document provides an overview of the Foreign Corrupt Practices Act (FCPA) in 28 sections. It discusses who is covered by the FCPA, including issuers of securities, domestic concerns, subsidiaries, and foreign companies acting in the US. It outlines the FCPA's requirements regarding accurate record keeping and prohibitions on bribing foreign officials. It also reviews exceptions, penalties for violations, compliance best practices, and common pitfalls.
Divorce - How business arrangements are challenged by the Court (March 2014)Pat Coyle
A seminar focussed on keeping you up to date with Family Law and the effect that the latest developments and case law may have on the business advice that you give your Clients.
This event will provide an overview of a Judge’s approach to dividing business assets on divorce and will be presented by our specialist family and corporate lawyers.
As well as providing a useful review of how best to advise business clients in advance, at the time and after the event if divorce looms, it will also highlight the tension between company and family law and the impact of Prest v Petrodel Resources Ltd and question whether it is possible to avoid the pitfalls of Young v Young?
This document summarizes commercial litigation procedures in Ireland. It discusses key considerations for parties bringing claims such as applicable limitation periods and jurisdiction. It also outlines interim relief options, pre-action conduct requirements, and alternatives to litigation such as mediation. Class actions and third-party litigation funding are not common in Ireland, though representative actions and test cases can achieve similar outcomes. The courts generally apply Irish common law and recognize choice of foreign governing law in contracts.
Don’t want to get “taken” on a low dealer trade-in, consider donating that older model car to your favorite charity. Want help getting a fair market value on your car, call us.
CGT rollover relief on marriage breakdown | Family Business Accountants | Wes...Craig Seddon
The effect of the roll-over relief is that the normal CGT rules don't apply in relation to the disposal, so there are no CGT consequences to the transferor.
The transferee acquires the asset with the same CGT nature which it had in the hands of the transferor.
https://www.westcourt.com.au
ThriftBank has appointed the Resolution Trust Corporation as its fiduciary. This form notifies the IRS that the RTC will handle all income, employment, and excise tax matters for ThriftBank as the insolvent financial institution is a member of a consolidated group. The RTC is responsible for securing any refunds available and will receive all tax notices regarding ThriftBank. This form replaces any previous fiduciary notices filed for ThriftBank.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
FTC Fair Debt Collection Practices Act Report to the CFPB (Feb. 2013)dollardiva
The letter from the FTC to the CFPB summarizes the FTC's debt collection program and activities over the past year. It describes the FTC's three-pronged approach of law enforcement, education and outreach, and research. Under law enforcement, the FTC brought or resolved 7 debt collection cases in the past year, obtaining injunctions and monetary judgments. This included cases against collectors using deceptive, unfair, or abusive practices or attempting to collect on phantom debts. The FTC also filed amicus briefs supporting private plaintiffs' rights and providing guidance on time-barred debt.
- The document discusses insider trading regulations in India, including what constitutes insider trading, who qualifies as an insider, and key prohibited activities.
- Insider trading involves dealing in securities using unpublished price-sensitive information not available to the public. Insiders are connected persons expected to have access to such information.
- Regulations govern insider trading and require disclosures from insiders. SEBI can investigate violations and issue directions, including prohibiting trading or recovering profits made through insider trading.
Breakfast Forum: The Energy Industry 2015: What’s Next?BoyarMiller
As part of its ongoing Breakfast Forum series, BoyarMiller gathered industry experts for a panel discussion on the energy industry.
Featured panelists covered the current regulatory/political climate, trends and what to look for when the industry recovers.
Speakers included David A. Pursell with Tudor, Pickering, Holt & Co., Matthew G. Pilon with Simmons & Company International and James K. Wicklund with Credit Suisse LLC.
New IRS Regs End Bottom-Dollar GuaranteesSamuel Grilli
The new IRS regulations eliminate bottom-dollar guarantees (BDGs) that were commonly used to protect partners from recapture of tax deductions. BDGs are now defined broadly as bottom-dollar payment obligations (BDPOs) that do not create economic risk of loss. Limited transition relief provides grandfathering of existing BDPOs for 7 years. Partnerships with BDPOs must identify them, evaluate transition relief, and avoid actions that could trigger gain or loss of grandfathered status. Immediate changes may be needed for transactions and debt modifications to avoid tax ramifications of the new rules.
BoyarMiller Breakfast Forum: Perspectives on the Energy Industry – March 2014BoyarMiller
As part of its ongoing Breakfast Forum series, BoyarMiller will gather industry experts for a panel discussion on the energy industry.
Speakers included: David Pursell with Tudor, Pickering, Holt & Co.; Thomas Bates, Board Member on various corporate boards; and Paul DeWeese with Southwest Oilfield Products.
Be the attorney you dreamed of being. Jump start your career with Tully Rinckey PLLC:
http://www.tullylegal.com/careers/
September, 2015 - This course will be led by Tully Rinckey PLLC Partner Graig Zappia, Esq. Mr. Zappia will draw upon his experience as an experienced real estate and corporate law attorney to assist attorneys of all levels of skill and experience in improving their legal knowledge regarding how to form Limited Liability Companies under New York State law. Mr. Zappia will provide guidance to attorneys on the various forms and procedural requirements to form Limited Liability Companies and Professional Limited Liability Companies. Mr. Zappia will provide insight into the merits and flaws of Limited Liability Companies compared to Corporations.
The Foreign Corrupt Practices Act (FCPA) of 1977 prohibits bribery of foreign officials and requires compliance and transparency in financial record keeping. It was enacted in response to corrupt practices by some U.S. companies. The FCPA is jointly enforced by the Department of Justice and Securities and Exchange Commission. It applies to any U.S. person or company and also foreign companies listed on U.S. stock exchanges. Violations of the FCPA can result in severe civil and criminal penalties for both companies and individuals.
This document outlines The Shaw Group Inc.'s insider trading policy for directors, officers, employees, and consultants. It prohibits trading based on material nonpublic information and restricts trading to specified window periods. It defines terms like material nonpublic information and insider. It also requires pre-clearance of trades by section 16 officers and recommends not disclosing nonpublic information.
The document discusses the False Claims Act (FCA), which imposes liability for fraud committed against the federal government. It notes that FCA cases brought by whistleblowers and the government have increased substantially in recent years. The FCA created liability for various types of fraudulent conduct and applies to contractors who submit claims to or interact with the government. It also discusses theories of liability under the FCA, such as false certification, and the substantial penalties that can be imposed on entities found liable under the Act.
This offering memorandum describes the private offering of up to $3,000,000 in convertible debentures by TransBiotec, Inc. The debentures mature in 36 months, accrue 12% annual interest, and are convertible to common stock at a 35% discount. Proceeds will be used to fund operations and further develop TransBiotec's alcohol detection device. The minimum investment is $10,000. The offering is speculative and involves significant risks, as TransBiotec has no revenues and requires ongoing funding to support operations and develop its technology.
Gray's Summary of the Foreign Corrupt Practices Act.
Gray International (Gray) is an international network of public accounting and consulting firms based in the U.S., Hong Kong, China and Europe. Gray was started over 10 years ago in the U.S. (via its predecessor) and took the form of Gray International in 2013 as the result of the networking of multiple independent practices and professionals.
Gray provides international accounting and compliance solutions in the U.S., Americas, Asia and Europe. Gray focuses on U.S. accounting, tax, and governmental compliance for multinational companies, investors, U.S. persons living overseas and foreign investors and companies investing in or moving to the U.S.
Gray also consults on compliance with U.S. laws for businesses and financial institutions overseas such as the Foreign Corrupt Practices Act (FCPA) and the Foreign Account Tax Compliance Act (FATCA), the IRS Offshore Voluntary Disclosure Program, and the Program for Non-Prosecution Agreements or Non-Target letters for Swiss Banks.
Grays principals, partners, and employees have served clients worldwide. Gray has offices in Geneva, Hong Kong, Seattle, Shanghai and plans to open an office in Singapore in late 2013.
Grays U.S. public accounting firm (Gray CPA, PC) is registered with the U.S. Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants and the Center for Audit Quality.
For more information about us, please visit us at:
www.grayintl.com
Related Party Transaction as per Companies Act and SEBI(LODR)CS Bhuwan Taragi
This PPT is on Related Party Transaction as per companies Act, 2013 and SEBI(LODR) 2015. you will company know who are related parties and what are approval required for related parties transactions.
You can visit my you tube channel "CS Bhuwan Taragi- The Law Talks " for more clearity on this topic.
This document provides an overview of the Foreign Corrupt Practices Act (FCPA) in 28 sections. It discusses who is covered by the FCPA, including issuers of securities, domestic concerns, subsidiaries, and foreign companies acting in the US. It outlines the FCPA's requirements regarding accurate record keeping and prohibitions on bribing foreign officials. It also reviews exceptions, penalties for violations, compliance best practices, and common pitfalls.
Divorce - How business arrangements are challenged by the Court (March 2014)Pat Coyle
A seminar focussed on keeping you up to date with Family Law and the effect that the latest developments and case law may have on the business advice that you give your Clients.
This event will provide an overview of a Judge’s approach to dividing business assets on divorce and will be presented by our specialist family and corporate lawyers.
As well as providing a useful review of how best to advise business clients in advance, at the time and after the event if divorce looms, it will also highlight the tension between company and family law and the impact of Prest v Petrodel Resources Ltd and question whether it is possible to avoid the pitfalls of Young v Young?
This document summarizes commercial litigation procedures in Ireland. It discusses key considerations for parties bringing claims such as applicable limitation periods and jurisdiction. It also outlines interim relief options, pre-action conduct requirements, and alternatives to litigation such as mediation. Class actions and third-party litigation funding are not common in Ireland, though representative actions and test cases can achieve similar outcomes. The courts generally apply Irish common law and recognize choice of foreign governing law in contracts.
Buckworth Solicitors - Introduction to start up lawMichael Buckworth
This document provides an introduction to various legal structures that can be used to establish a startup business or social enterprise in the UK. It discusses the key characteristics and considerations for different structures including private limited companies, limited liability partnerships (LLPs), community interest companies (CICs), industrial and provident societies (IPSs), and charities. The document emphasizes that choosing the correct legal structure is important depending on factors like seeking investment, tax implications, and protecting a social purpose. A CIC structure, for example, requires an asset lock to safeguard a community interest throughout the organization's lifespan.
This document summarizes key aspects of piercing the corporate veil under company law. It discusses the seminal case of Salomon v Salomon which established the separate legal personality of companies. There are four situations where courts may disregard this separation: statutory exceptions, misuse of corporate form, agency, and single economic entity. Specific cases are analyzed that provide examples of when courts have and have not pierced the corporate veil in these situations. The document concludes by noting some limitations on the single economic entity exception established in recent cases.
Indirect Tax Update for week ending 24 January 2014.
Two important Court decisions this week. Firstly, the Court of appeal unanimously rejects Reed Employment Ltd's appeal relating to unjust enrichment. Secondly, the First-tier Tribunal finds that an 'agreement to settle' entered into with a taxpayer was a binding compromise agreement which precluded HMRC from issuing a recovery assessment.
The document discusses key provisions related to valid partnerships under the Partnership Act 1961 in Malaysia. It summarizes the 5 elements required for a valid partnership under Section 3(1) and exceptions under Section 4, including that sharing profits alone does not necessarily create a partnership. It also discusses agency principles under Sections 7-8 where partners can bind the firm through apparent authority. The summary discusses partner liability for debts (Section 11), wrongful acts (Section 12), and misapplication of money/property (Section 13).
This document discusses a dispute between a bakery company and a supplier over a shipment of grain. The bakery had specific requirements for the grain's composition and color that were not fully met by the delivered shipment. The document analyzes whether the bakery has grounds to reject the goods under the implied conditions of description and merchantable quality in the Sales of Goods Ordinance. It also discusses whether an exemption clause included by the supplier would be enforceable, as both parties were acting in the course of business rather than as consumers.
Disputes between shareholders are common in today’s business world and may arise in any partnership no matter how carefully the initial plans are drafted. Sometimes, such disputes can be resolved simply by a compromise between the involved parties. Often, however, they can turn into a serious conflict that may substantially hinder or even destroy the business from the inside. Understanding how to effectively navigate shareholder disputes to prevent a worst-case scenario is a necessity for building and maintaining a successful business.
View our article here: https://bit.ly/Letran-Weekly-06022020
Going through a divorce can be very stressful and emotional and the financial side can cause a lot of friction in the process. Here we present some of the common financial questions around divorce and offer some advice on how to tackle them.
Agriculture sector newsletter - includes an update on Partnership Agreements; key points to look for in order to maximise Agricultural Property Relief; looking ahead to Agri-environment schemes from now to 2020 and an overview of the new legislation which came into force on 6 April this year which provided new permitted development rights for the change of use for agricultural buildings.
1) The document discusses two cases from Ghana that highlight how the courts have failed to protect creditors' rights by strictly applying the doctrine of separate corporate entity from the Salomon v. Salomon case.
2) In the first case, Majdoub & Co. Ltd. v. Bartholomew & Co. Ltd., a limited company was formed to take over the assets and liabilities of a partnership to avoid paying a debt, and the court did not consider this a fraud on the creditors.
3) In the second case, Grant v. Tikobo (Ghana) Ltd., a company sold its assets without creditors' knowledge to avoid a debt, and again the court did not protect the creditors
The business law case study help given to the students is basically goal-oriented course homework that help the students get familiar with a different facet of the business law like the contract, securities, corporation, antitrust, etc.
Website- https://myassignmenthelp.com/case-study/business-law-case-study.html
The document summarizes key provisions regarding valid partnerships and liability of partnerships according to the Partnership Act 1961 of Malaysia. It discusses the five elements required for a valid partnership under Section 3(1), exceptions under Section 4, and liability of partnerships to third parties under Sections 7, 11-13. In particular, it notes that under Sections 7 and 11-13, partnerships can be held jointly or severally liable for acts of individual partners carried out in the ordinary course of business.
Getting The Deal Through: Complex Commercial Litigation 2019Matheson Law Firm
Partners Michael Byrne, Maria Kennedy, Karen Reynolds and Claire McLoughlin co-author the Ireland chapter for the 2019 edition of Getting The Deal Through: Complex Commercial Litigation.
Mostyn J considered principles relating to spousal maintenance in a case involving a husband (H) and wife (W) who divorced after 11 years of marriage and 3 children. Some key principles discussed included:
1) Maintenance should only be awarded based on needs arising from choices made during the marriage.
2) A term for maintenance should generally be imposed to encourage independence, unless the recipient would face undue hardship.
3) The standard of living during marriage is relevant but not decisive, as the goal is the recipient's eventual independence.
4) If the respondent's income includes salary and bonuses, needs can be partitioned with base salary meeting strict needs and a percentage of bonuses awarded discretion
Mostyn J considered principles relating to spousal maintenance in a case involving a husband (H) and wife (W) who divorced after 11 years of marriage and 3 children. Some key principles discussed included:
1) Maintenance should only be awarded based on needs arising from choices made during the marriage.
2) A term for maintenance should generally be imposed to encourage independence, unless the recipient would face undue hardship.
3) The standard of living during marriage is relevant but not decisive, as the goal is the recipient's eventual independence.
4) If the respondent's income includes salary and bonuses, needs can be partitioned between the salary and a capped percentage of bonuses.
1. Which of the following is one of the major purposes of a settle.docxjackiewalcutt
1. Which of the following is one of the major purposes of a settlement conference?
·
To facilitate the settlement of a case
·
To structure a settlement payment schedule
·
To conduct discovery for a case
·
To contest the local court rules
2. There are two general partners, each of whom contributes $5,000 in capital to a limited partnership. There are two limited partners, each of whom contributes $20,000. The total amount of capital contributed is $50,000. The limited partnership agreement does not stipulate how profits and losses are to be allocated. Assume that the limited partnership makes $300,000 in profits. Under the Revised Uniform Limited Partnership Act (RULPA), how much would each partner receive?
·
Each general partner would receive $120,000, and each limited partner would receive $30,000.
·
Each general partner would receive $50,000, and each limited partner would receive $100,000.
·
All partners would receive $75,000, regardless of whether he or she is a general or limited partner.
·
Each general partner would receive $30,000, and each limited partner would receive $120,000.
3. Which of the following is true of The Federal Arbitration Act?
·
It provides that arbitration agreements are valid, irrevocable, and enforceable.
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It permits an appeal for all arbitration awards.
·
It applies only to breach of contract disputes.
·
It governs all types of alternative dispute resolution.
4. Which of the following is true regarding mediation?
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A mediator does not make a decision or an award.
·
Was created by the Federal Mediation Act of 1925.
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If a settlement agreement is not reached in mediation, then the parties hire a new mediator.
·
A settlement agreement is never reached with a mediator
5. Fred and Ginger are general partners in a business. They decide to purchase a building for the partnership. Ginger will put up the money for the building, and Fred will complete the remodeling. While inspecting the building, Fred is informed that the building is packed full of asbestos. He fails to tell Ginger of the presence of the substance. They buy the building and go into business. During the remodeling of the building, people from the neighborhood begin complaining about the dust from the building. Some of them even threaten to sue. Who is liable?
·
Ginger is liable because she is the one who purchased the building. Fred is not liable, even though he had actual knowledge, because he did not purchase the building.
·
Fred is liable because he was put on notice of the presence of the substance. Ginger is not liable because she did not have actual knowledge.
·
Neither Ginger nor Fred are liable personally, nor is the partnership, as they did not put the substance in the building.
·
Both Ginger and Fred are liable, regardless of the circumstances, by virtue of the fact that they are partners.
6. When parties agree in advance to adhere to an arbitrator’s decision and award, it is known as
·
binding arbitration
·
arbitrator d ...
5. 38% of first marriages end in divorce. 52% of second marriages end in divorce. An overall average rate of 45%¹Warwick Business School “Finance for small and medium sized enterprises” 2005 ²Institute for Family Business ³National Statistics Office 2
14. Cowan v Cowan 2001: £11.5 million – black bin bags – genius. Wife gets c.£4.3 million.
15. Lambert v Lambert 2002: Husband received £20 million from sale of Adscene Ltd (media advertising). Offers wife 30%. Wife gets 50% on appeal, up from 37% – only in exceptional circumstances – locking Pandora’s box
18. Wife not a shareholder. Husband had an interest in two service companies valued at £2 million gross and £1.75 million net of CGTColeridge J “The theory behind White is one thing, actual practicalities involving value, and dividing up, and/or realising certain species of assets make the obtaining of the White objective sometimes either impossible or only achievable at a cost that may not be overall in the family’s best interest. In this regard, of one thing I am convinced. I am sure the House of Lords did not intend to exercise their far-reaching powers to achieve equality on paper if in doing so they, Sampson-like, brought down or crippled the whole of the family’s financial edifice to the ultimate detriment of the children (whose interests, of course, remain the top priority in this and every case). BUT 7
19. N v N (Financial Provision) Continued But he continued …. “However, I think it must now be taken that those old taboos against selling the goose that lays the golden egg have been laid to rest; some would say not before time. Nowadays, the goose may well have to go to market for sale, but if it is necessary to sell her it is essential that her condition be such that her egg laying abilities are damaged as little as possible in the process”. 8
37. H inherited shares in a property owning company incorporated by his father, including a property which was the matrimonial home for a large part of the marriage
38. W accepts there should be a departure from equality and seeks a lump sum equal to 42% of all assets
41. W receives in total £5.3 million equivalent to 32% of the total assetsNo complete ring-fencing in either case but taken into account in terms of overall distribution and settlement outcome. 14
44. “The court should give effect to a nuptial agreement that is freely entered into by each party with a full appreciation of its implications unless in the circumstances prevailing it would not be fair to hold the parties to their agreement”.
51. No standard pre-emption rights protection under the Companies Act 2006 (there is on allotment, but not on transfer) s.561
52. In practice many companies seek to disapply default provisions in any event17
53.
54.
55. Third parties would include those who have real minority interests in the company as well as bona fide creditors and directors
56. Lifting the corporate veil is most likely to be acceptable where the asset concerned is, perhaps, the former matrimonial home or similar assets owned by the company other than for day-to-day trading purposes
57. Outcome : wife fails to enforce directly against business assets – but in 2008 wife successfully attacks the Jersey trust19
60. Other shareholders although submissive were not merely ciphers for the husband and the wife could not demonstrate any impropriety that required the incorporation to be ignored20
63. As at incorporation other shareholders aged 18 years to 6 months old. Company had significant property holdings. Including the property occupied by the wife
67. Whether children’s shareholdings subject to resulting trusts in favour of the husband, the children not having funded the purchase of any shares in the company?
68. Even if the children’s shareholdings in the company were real and genuine as opposed to nominal did the company hold certain properties upon constructive trusts for the benefit of the husband alone?
69. Alternatively should certain of the properties be regarded as having been settled on the husband (or on the husband and wife) in such a way as to allow the Court’s variation by resettling the properties on the wife free of any trusts?
70. Outcome: None of these arguments succeeded at trial22
71.
72.
73.
74. Part of a growing trend for the English Courts to largely ignore (particularly self-settled) trusts and treat them as assets (strictly speaking “resources”) of one or other of the parties
75. Trust worth £68 million taken into account. The Dragon Holdings Trust. Settled during the marriage but some 20 years or so before the divorce
97. Parties were directors and shareholders of a family company. Other shareholders siblings of wife. Wife, as majority shareholder, seeks to remove husband as director
98. Where all shareholders related by blood or marriage, the family courts have jurisdiction in relation to all issues
114. Issuing of loan notes (new company needed)Tax treatment of each is different as are the conditions/legal hurdles to be met. Satisfaction of HMRC for buy-back of shares and loan notes 36
115.
116. Wife to obtain lump sum and discontinue in the business
123. Six brief real case studies International retail business. Household name. Husband majority shareholder and CEO. To maintain control husband disposed of shares on the open market (Plc). Wife had wanted shares but this way husband kept control to the extent he was able to block any special resolutions and continue to run the business. As a result of the settlement wife was catapulted into the Sunday Times rich list. Manufacturing business. Husband 100% shareholder. Non disclosure issues. Selection of forensic accountant. Court application. Application for production appointment. Distribution company. 50% of shares held by husband. 50% of shares held by offshore trust of which husband beneficiary. Valuation on disclosure. Tax issues relating to bringing the entire structure back on shore. Property investment company. Husband majority shareholder. Husband’s shareholdings held on trust for the children. Husband’s ability to raise borrowings against trust property and pay himself very significant dividends. 40
124. Six brief real case studies - continued Property investment and letting business. Lettings via limited company. H 50% with business partner. Properties owned by separate partnership. Husband equal partner with same business partner. Valuation issues. Nationwide entertainment business. Husband entrepreneur and wife business manager. Group of 20 or so limited companies and a quasi property partnership business between husband and wife. Husband retains certain IP rights and use of business know how in order to establish new operations. Wife retains the existing business with a new investor in order to buy husband out. Certain IP and elements of the brand having been sold previously. It is essential to involve corporate lawyers when negotiating possible settlements involving business, because a family court on its own may not appreciate fully the business issues or company law issues. Cumberland Ellis is a full service firm with corporate and employment departments rather than a boutique family law practice where issues might be missed. 41
127. Thank you For further information contact Conrad Adam Partner Family Law Department www.cumberlandellis.com www.divorce-london.co.uk www.living-together-london.co.uk 4 May 2011 44