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‘What’s in a name?’ writes playwright William Shakespeare in Romeo and Juliet. Quite a lot, in fact, for directors and for individuals choosing a company name for their new business. Companies House now has greater power to scrutinise, challenge and even alter a company name if it deems necessary.
Read MoreAn outgoing business partner was entitled to payment for her share of the net assets. If the continuing partners have taken over and used that partner’ property without payment - they should pay her for that interest.
Read MoreSuppliers sometimes face the difficult question of whether or not VAT is payable on certain supplies. In a blow to businesses, the Upper Tribunal has found in favour of HMRC and ruled that the supply of black box devices by an insurance intermediary was not a taxable supply for VAT purposes.
Read MoreThe Government’s ‘levelling up’ mantra has been immortalised in its Levelling up and Regeneration Act 2023 which is expected to be rolled out through 2024. So what should businesses and commercial landlords be looking ahead and preparing for?
Read MoreSending emails in the course of business is par for the course, but an inadvertent error can have unintended but serious implications. A recent case serves as a timely reminder for businesses to ensure their email and other digital communication processes are efficient and effective to avoid data protection breaches – particularly if there are multiple recipients.
Read MoreCompany directors are urged to be cautious when relying on financial information in making decisions around exiting shareholders, and ensure it is up-to-date, or risk an unfair prejudice claim if shareholders suffer loss.
Read MoreThe start of this month saw the introduction of tighter rules for registrations at Companies House, meaning that businesses need to ensure correct and up-to-date information is filed within required time limits.
Read MoreIt seems barely a month goes by without a development in the world of anti-money laundering rules and regulations. The latest instalment comes in the form of a new consultation on proposals to amend the AML regime, counter-terrorist financing and the Trust Registration Service (TRS) – which was introduced back in 2017 in a drive to improve corporate transparency.
Read MoreTrustees and their advisors should note updated HMRC guidance on penalties for failure to register or maintain details of a trust. Notably, the reference to ‘deliberate behaviour’ in previous guidance has been removed.
Read MoreCan a contractual clause limiting a party’s liability for fraudulent performance of a contract be legally valid? The court has recently held that a particular clause was broad enough to do so.
Read MoreThe Financial Reporting Council (FRC), which regulates accountants, auditors and actuaries, has published a revised UK Corporate Governance Code 2024, along with supporting guidance. The Code is mandatory for UK premium listed companies – though many companies do choose to apply it to their own operations.
Read MoreSeveral remedies are available for shareholders who bring a successful unfair prejudice claim. But do they extend to remedies for the company itself – or is it limited only to personal relief for the shareholder?
Read MoreA New Year reminder that large business organisations are now at greater risk of corporate criminal liability for the fraudulent acts of their senior managers. Also coming fairly soon is the new corporate offence of failure to prevent fraud on the part of employees, that will effectively complement existing offences.
Read MoreThe Register of Overseas Entities regime is undergoing a few changes, only 18 months after its introduction. The amendments are to be introduced by virtue of the Economic Crime and Corporate Transparency Act 2023 (ECCTA) which, among its wide-ranging provisions which are now being rolled out, will further strengthen the current reporting requirements.
Read MoreA welcome win for the tax payer against personal liability notices (PLNs) emphasises that HM Revenue and Customs must prove inaccuracies in tax returns were deliberate in order to impose a penalty.
Read MoreIn a matter of weeks, Companies House will have greater powers as various provisions under wide-ranging legislation tackling corporate crime begins to be rolled out. The changes are so noteworthy that the chief executive of Companies House (CH) described the Act as a ‘turning point’ in its history. It is, in fact, the biggest reform in its 180 years.
Read MoreThe 2023 Autumn Statement didn’t deliver the groundbreaking announcements some were hoping for. Inheritance tax, for example, wasn’t even mentioned despite weeks of anticipation that it would be abolished or the IHT rate cut. Instead, the focus of the Autumn Statement was on economic growth via tax cuts for businesses.
Read MoreAt what point in relation to a transaction by a distressed or insolvent company will it amount to a preference for the purposes of insolvency rules, such that it may be unwound? It can be a testing question for directors of companies who find themselves in financial difficulties and considering paying off a ‘preferred’ creditor.
Read MoreAn important Supreme Court win for a family-run company whose directors transferred part of the business abroad1 clarifies the limited application of tax rules where individuals (rather than the company) make the transfer.
Read MoreNow that the Economic Crime and Corporate Transparency Act 2023 (ECCTA) has been passed, directors are reminded of the upcoming increase in Companies House (CH) powers and expectations of UK companies.
Read MoreWhat constitutes a ‘main purpose’ of a transaction for the purpose of avoiding a capital gains tax liability? Companies and majority shareholders ought to note a ruling made in favour of the tax payers who had relied on entrepreneurs’ relief (ER) to avoid CGT. It clarifies the limits to which a transaction might be treated as one for which CGT will arise.
Read MorePrivity of contract means only the contractual parties can take action in the event of a breach. But where a third party is allegedly to blame for a party’s losses – they could be held liable at common law. Further, the presence of a disclaimer clause may not operate to protect a third party from liability.
Read MoreIn recent years, UK companies have borne the brunt of a fair amount of bad news from government, but a small piece of welcome news has come. Changes to stamp duty legislation will place on a statutory footing the temporarily shelved requirement to pay a stamp duty charge on share issue
Read MoreUK limited partnerships (LP) will soon be subject to significantly more stringent requirements when the Economic Crime and Corporate Transparency Bill – now in its final stages - becomes law.
Read MoreWhile the Treasury still plans to implement a single research and development (R&D) tax relief regime – applicable to all claimants regardless of company size – SMEs have voices greater concerns than large companies.
Read MoreIs it worth the risk of attempting to use corporate structures for the purposes of moving assets beyond the creditors’ reach? An important ruling1 emphasises the reality that attempts to find inventive ways to place assets beyond reach will probably fall foul of the law.
Read MoreWhile tax evasion and tax avoidance are two different things, it is not accurate to say they are polar opposites. One person’s tax avoidance (or mitigation) could still be considered in dim terms by HM Revenue and Customs who may legitimately come after them
Read MoreCompanies House has announced it a move towards software-only filing of annual accounts, using its enhanced powers under the forthcoming Economic Crime and Corporate Transparency Bill (ECCTB).
Read MoreArtificial intelligence (AI) is the greatest disrupter of commercial and legal operations for decades. But while AI opens opportunities to help propel businesses ahead, is it also a tyrant to be reigned in?
Read MoreIt’s always a challenge for commercial parties caught in a dispute where apparently conflicting terms in business agreements exist. Though robust and careful drafting will minimise the risks, there can never be a guarantee that disagreements will never arise.
Read MoreWhat amounts to an unhabitable property, such that the buyer can claim non-residential rates of stamp duty land tax (SDLT)? This is an important question given HMRC’s recent win on the issue, the outcome of which meant the owners of a large detached house were liable for a big tax bill.
Read MoreIt’s a common misconception that where there is a formalised business relationship, one commercial party owes a duty of good faith to the other. Not so, save in specific circumstances – for instance, where there is a so-called ‘relational’ contract where the parties are in a long-term relationship heavily based on mutual trust.
Read MoreReview websites such as TrustPilot, TripAdvisor and ReviewSolicitors can be great for business, but by their very nature, they are ripe for misuse and can cost reputable businesses financially and reputationally
Read MoreWhen is a director’s conduct sufficient to mean they are unfit to be concerned in the management of a company? In some cases, the evidence is overwhelming – while in other cases, it can be more challenging to prove a case against an individual
Read MoreThe impact of Brexit will continue to be felt for some time to come. The latest development – at least, as far as legislation is concerned, is the govern
Read MoreNew rules to prevent abuses of charity tax reliefs have been proposed, and time is running out to respond to the HMRC’s consultation (it closes on 20 July).
Read MoreThe efficacy of home loan double trust schemes have been dealt a blow by the tax tribunal in what might be the first time the tax tribunal has considered their treatment. Such schemes were in vogue some years ago as a tool to minimise inheritance tax liabilities on death, but few schemes have been established since 1 December 2003, following the introduction of SDLT
Read MoreWhat’s the latest on proposals to regulate non-compete clauses and how should businesses be preparing? After years of talk, it looks like reliance on non-compete clauses will become strictly limited – but not banned outright (which was considered).
Read MoreBusinesses with consumer-facing websites would do well to check that their terms and conditions are clearly presented to reduce any risk of a claim, given a recent dispute. If there is room for ambiguity (at best), a consumer could succeed in claiming they are unenforceable.
Read MoreSuccess fees are sometimes relied on in business, as well as to fund litigation. But it’s important to ensure contractual obligations around success fees in a business context are clear and unambiguous, otherwise they may not be enforceable - as one business recently found to its cost.
Read MoreOnly UK charities are eligible for charitable tax reliefs such as Gift Aid, following changes announced by the chancellor in the recent budget (subject to transitional provisions). The restriction is, unsurprisingly, a further Brexit-related move to ensure only UK charities benefit from tax exemptions.
Read MoreLarger businesses need to review and tighten their procedures ahead of a new corporate offence of failing to prevent fraud. The new offence has been set out in a draft amendment to the Economic Crime and Corporate Transparency Bill, which is expected to come into force sometime this spring
Read MoreA de facto director is an individual who is assumed to act as if they are a director, even though they have never been formally appointed as such. As the Companies Act 2006 states, a director is “any person occupying the position of director, by whatever name called”.
Read MoreCompanies need to be aware of upcoming reforms at Companies House (CH) and how their business may be impacted. The reforms will include major changes to filing accounts, identity verification and protecting personal information on the register.
Read MoreThe Chancellor’s Spring Budget on 15 March unveiled a raft of measures against the backdrop of a challenging business climate and the ongoing cost of living crisis.
Read MoreThe nature of commercial contracts is such that challenging issues can easily arise where insufficient care is taken when discussing the terms to be agreed, particularly if a foreseeable event were to later occur.
Read MoreAll business organisations, particularly those who may be struggling to stay afloat, need to understand the implications of wrongful or fraudulent trading. Importantly, where fraudulent trading is found to have taken place, liability is not restricted to directors and company officers only.
Read MoreIf one business carries out work for another ahead of a contract being formally agreed, it could prove an uphill battle attempting to be paid for the work done if discussions collapse.
Read MoreHM Revenue & Customs is no longer issuing VAT option to tax notification receipt letters or (as a general rule) even confirm such an option is in place.
Read MoreA cautionary lesson not to overlook the goodwill of a company when conducting due diligence ahead of a change in ownership. The partners of a dental practice were left without a dazzling smile when HMRC challenged them in respect of the purported transfer of the goodwill on its incorporation.
Read MoreOnce a business relationship deteriorates, how should the parties conduct themselves in their commercial dealings going forward? A recent case reminds directors of the importance of maintaining appropriate and transparent business dealings following the breakdown of personal relationships.
Read MoreBusinesses and commercial landlords ought to note a Supreme Court ruling on liability under service charge clauses in commercial leases that, while arguably fair, isn’t particularly satisfactory for any party.
Read MoreBusinesses should avoid becoming lackadaisical as to the risk of economic crime. As a new year begins, we highlight a key deadline to note - and a fine imposed on a bank that appears not to have learned from previous mistakes.
Read MoreIt’s not uncommon for dividends to be backdated by the directors, but is it lawful? The simple answer is: it depends.
Read MoreA former director’s disqualification for failing to keep proper accounting records is a reminder to all company officers of the importance of ensuring your corporate accounts and records are in order.
Read MoreCryptoassets are continuing to evolve and their tax treatment is an issue that has been on the government radar for some time.
Read MoreThe fiduciary duties owed by company directors to the shareholders are vital to the relationship requiring trust, confidence and financial proprietary. One of these is the so-called ‘creditor duty’ which requires directors to act in the interests of creditors when the company becomes insolvent or is at real risk of insolvency.
Read MoreBusinesses in certain sectors continue to recover financially following the pandemic, and a new decision that separate insurance claims can be made for each restriction or lockdown imposed will prove reassuring.
Read MoreIs your company software out-of-date? If so, your business may be exposed to a significant risk of cyber-attack, not to mention a huge fine and reputational damage. Nothing lives for ever – and allowing software to go beyond its ‘end-of-life’ date should not happen if robust procedures are in place.
Read MoreThe Chancellor Jeremy Hunt’s recent Autumn budget has been described by some as ‘brutal’ if intended to restore economic stability
Read MoreBusinesses are reminded of the financial and reputational risks of sending unsolicited emails, after Halfords was hit with a £30,000 fine for an email marketing campaign that breached regulations.
Read MoreWhere a contract has, on balance, been formed on the basis of common mistake, it could be treated as void. A ‘common mistake’ arises where a mistake is shared by both contractual parties and renders the contract void from the start.
Read MoreA taxpayer’s “deliberate” conduct in filing inaccurate tax returns does not require proof of dishonesty, the Upper Tribunal has confirmed.
Read MoreBusinesses need to know that changes at Companies House will make significant changes to the company registration process, in yet another move to tackle fraud and financial crime.
Read MoreSDLT group relief is potentially available for company and corporate groups who transfer property within that group.
Read MoreCompanies and directors owe several statutory duties of care towards the company and its shareholders. Directors are required to, for example, promote the success of the company and exercise reasonable care, skill and diligence when carrying out their role.
Read MoreCommercial landlords have now had it confirmed by the court – as expected – that tenants owing covid-related business rents are legally required to pay up
Read MoreIt seems no sooner have businesses recovered (at least in part) from the financial impact of covid-19, that another major challenge arrives – this time, the energy crisis.
Read MoreCyber-attacks using ransomware have been in the news more frequently, so it will come as little surprise that it’s a tactic being increasingly used by cyber criminals. However, email remains the target of choice for criminals as it’s an easy target
Read MoreTax mitigation and tax avoidance are not usually called into question by HM Revenue and Customs, tax evasion is, of course, a different thing altogether. However, a tax mitigation/avoidance scheme may not necessarily escape HMRC scrutiny
Read MoreYou would think that businesses and their lawyers would double check the names of all parties intended to be bound under a commercial contract are accurate and correct. If there is an error, the risk is costly litigation
Read MoreThe effective structuring of commercial property transactions, in proper compliance with the tax rules, can save substantial sums of money in VAT and in stamp duty land tax (SDLT).
Read MoreIn a welcome, but perhaps surprising decision for the taxpayer, a tax tribunal has cancelled a number of financial penalties as the notices were not validly served; and two discovery assessments cancelled for being served out of time.
Read MoreCan one party to a commercial contract unreasonably withhold consent to assignment of a contract? Businesses need to know that consent ought to be given, unless there are good reasons for not doing so.
Read MoreIt seems that no sooner has the government introduced tighter measures to crack down on corporate criminal liability, further moves are made to tighten regulations. We take a look at the latest suggestions for corporate criminal liability reform and what they could mean for companies and directors.
Read MoreBusinesses are waiting expectantly for the next ruling around the legal conundrum of who should be held liable for covid-related rent.
Read MoreExclusion clauses are standard practice in commercial contracts, but the extent to which they operate depends much on the wording. This is why they can cause uncertainty and potential disputes. Sometimes, the court will allow an exclusion or limitation clause to be enforced in part only.
Read MoreTrade mark and copyright infringement by competitors is a prospect most companies and small businesses fear, for good reason. They are expensive and a business’s brand and reputation are often at stake. Businesses need to stand ready to protect their brands.
Read MoreA taxpayer has won a key step in his dispute with HM Revenue & Customs on the basis of the principle of legal privilege. The decision reins in HMRC’s powers of investigation, which have been steadily increasing in recent times.
Read MoreSmall to medium-sized businesses in hospitality and leisure are among those that will benefit from the recent Spring Budget, though the government’s plans were more muted than had been hoped.
Read MoreTo what extent does a business owe a duty of care, not only to its employees but also to visitors and other third parties? A key lesson for any company following a recent appeal1 is to ensure they understand when they owe a duty of care, as well as the nature of vicarious liability for breaches.
Read MoreThe full extent of economic crime in the UK is unknown but the government estimates it could be as much as hundreds of billions of pounds each year.
Read MoreCourt rulings following lottery wins (or near misses) tend to be interesting, by their very nature, and a recent case1 gives a useful slant on the issue of incorporation of contract terms. A term is often implied or incorporated into a contract, in addition to its express terms as set out in the contract.
Read MoreThe public profile of non-dom status in the UK has been given a boost in recent weeks with the recent and protracted scrutiny of the tax affairs of Akshata Murty, wife of UK chancellor Rishi Sunak.
Read MoreYou’d think no right-minded business would fail to take legal advice before entering into high value commercial arrangements.
Read MoreAlmost four weeks into the Russian invasion of Ukraine, the UK is already seeing the effects on daily life – even if we are geographically far removed. The price of petrol and diesel have, for instance, quickly spiked as a direct result of the raft of sanctions imposed on Russia by the West.
Read MoreWhat does the phrase ‘all reasonable endeavours’ mean in commercial agreements? The concept of reasonableness is standard in contracts terms. An unreasonable term is highly likely to be struck down on the basis of unfairness.
Read MoreThe pandemic led to a significant rise in the number of garden offices throughout the country as workers were forced to work from home.
Read MoreExcept in the most straightforward residential transactions, stamp duty land tax is not a simple matter, particularly when you throw in the reliefs potentially available.
Read MoreElectronic signatures and execution of deeds and documents in the UK are not, as yet, universally accepted as a legally binding method – but we’re not far off.
Read MoreCovid-19 may amount to a force majeure event entitling the parties to terminate a commercial relationship. That said, if there is any doubt - normal principles will continue to apply to force majeures provisions within the contract.
Read MoreAn interesting case which concerned the notification of shadow directors to Companies House is a salutary reminder of the need to understand when notifications should be made – and the risks of failing to do so
Read MoreForce majeure clauses are an important element of many commercial contracts, mitigating the financial and other negative implications of a force majeure event.
Read MoreOnce fully implemented, the new health and social care levy will amount to an additional tax to fund the government’s ambitious reforms of the health and social care sector.
Read MoreCompany shareholders are often awarded pre-emption rights under the articles of association, entitling them to purchase the shares of another shareholder before they are offered to third parties.
Read MoreStandard terms and conditions provide meat to the bones of many a commercial arrangement, but they can only fulfil that purpose if they are effectively incorporated.
Read MoreDirectors are reminded of the risk of being personally liable for their subsequent company’s debts incurred during the period of breach of the rules, following a High Court decision.
Read MoreThe Coronavirus Job Retention Scheme (CJRS) was the UK government’s key business support measure during the first 18 months of the pandemic in this country
Read MoreForeign companies will soon find it possible to move their domicile to and relocate to the UK, under government proposals facilitating ‘re-domiciliation’.
Read MoreCommercial rent arrears which are attributable to government-mandated lockdowns during the covid-19 pandemic are to be ‘ring-fenced’, under proposed legislation.
Read MoreLawyers and clients in the residential property, development and construction sectors will be watching the passage of draft legislation for a proposed residential property developer tax (RPDT). The RPDT is a corporation tax to be levied from 1 April 2022 with the stated aim of helping finance the demise of unsafe cladding.
Read MoreIf a company director issues shares with an ulterior motive that is found to be improper, they could face a successful claim for breach of fiduciary duty. Company directors are under a fiduciary obligation to exercise their powers in accordance with the company’s constitution and must exercise them only for the purposes for which they are conferred.
Read MoreCommercial contracts often include provision for termination in the event of a material breach – but what does this mean in practice? An important ruling1 clarifies that merely expressing an intention to perform contractual obligations does not in itself remedy a breach – action is required.
Read MoreCovid restrictions have all but eased across the UK but, at the time of writing, there are ominous signs that that the reintroduction of some restrictions may not be too far off given the rise in covid-19 cases.
Read MoreWhen will a court consider that a corporate member has been unfairly prejudiced, particularly where no financial loss is alleged?
Read MoreCommercial landlords and tenants are being urged by government to work towards sharing the financial burden of rent arrears that accumulated during the covid-19 lockdowns.
Read MoreBusinesses and individuals contracting for the sale and purchase of commercial assets are reminded to ensure their contractual terms are clear and complete, following an unsuccessful claim for ‘unjust enrichment’
Read MoreThe recently announced hike in National Insurance Contributions (NIC) follows long-running debate around the escalating cost of social care in an increasingly ageing population. The government has published a policy paper setting out its plans for reforming the health and social care sector and funding.
Read MoreThis article sounds a note of caution for businesses and organisations recruiting workers, particularly that an obligation to accept and perform a minimum amount of work is not prerequisite for worker status.
Read MoreBusinesses need to think carefully when attempting to rely on limitation clauses to limit their liability to another contractual party.
Read MoreImportant judicial clarity has been given in the context of the use of follower notices by HM Revenue & Customs. In a win for the taxpayer, the Supreme Court dismissed HMRC’s appeal and the follower notice was to be quashed.
Read MoreCompany directors ought to note a recent appeal ruling1 which exposes the risk of personal liability for infringement of intellectual property. If a dispute arises and a director was personally involved in infringing acts, they could find themselves personally liable to account for profits made.
Read MoreBusinesses are reminded of the need to manage workplace risk and dismissals of staff reasonably and effectively if they are to succeed in defending worker claims emanating from covid-19.
Read MoreBusinesses are reminded of the need to manage workplace risk and dismissals of staff reasonably and effectively if they are to succeed in defending worker claims emanating from covid-19.
Read MoreCompanies need to think twice before setting up a special purpose vehicle (SPV) for the purpose of avoiding business rates on empty properties, following a landmark ruling
Read MoreCovid-19, along with Brexit (which seems a long time ago now), have combined to create one of the most challenging economic periods for businesses in the UK. It should come as no surprise that a surge in commercial litigation is expected in the coming months.
Read MoreOne of the valuable temporary coronavirus business measure introduced to aid business organisations through the difficult financial impact of the pandemic has been the VAT deferral scheme.
Read MoreEarlier in the pandemic, the Supreme Court’s landmark ruling in the FCA test case on business interruption policies led to the FCA making clear to insurers that they should handle claims fairly and promptly. So it’s concerning that it seems insurance companies are not playing ball.
Read MoreWhen can a buyer successful claim multiple dwelling relief (MDR) on a purchase when the property in issue was in fact sold as a single property?
Read MoreThe UK’s new global anti-corruption sanctions regime came into force on 27 April 2021 but what does it mean in practice for the UK business community?
Read MoreA key problem for many businesses since the start of the pandemic was – and still is – how they are going to be able to pay their commercial rents.
Read MoreThe courts are increasingly holding parent companies liable for the actions or omissions of their subsidiaries and a recent ruling has confirmed this in the area of negligence.
Read MoreBusinesses, particularly corporates with subsidiary companies, would be wise to review their arrangements to ensure they understand, as far as possible, how HMRC could apply the residency test for tax
Read MoreHow long does a business or individual have to bring a legal claim after a mistake in law has led to them suffering a loss, such as tax payments? A key takeaway from an important ruling is that if you could have known, with reasonable diligence, that a mistake was made – the limitation period has begun.
Read MoreHM Revenue & Customs (HMRC) has added to its raft of manuals with a new one on crypto assets in recognition if their increasing use. Crypto currency is a dynamic area and, reflecting its relative infancy, there is a lack of clarity – not least, in the realm of regulation and tax treatment.
Read MoreCorporates may soon be able to benefit from a significant tax break when the new ‘super-deduction’ tax break is introduced, reducing their tax bill by a potential 25 per cent.
Read MoreThe Chancellor’s Spring Budget did not bite quite as hard as some were expecting, but the state of the public finances one year on from the start of the pandemic required some hard decisions.
Read MoreThe government furlough scheme is now set to end on 30 September 2021 and, absent a serious third wave of covid-19 in the UK, it is unlikely to be extended again. This means businesses must take stock and decide how they will respond.
Read MoreGovernment guidance on VAT on the ending of the Brexit transition period is helpful, particularly for those in the service industry. The Law Society has also recently published useful guidance which businesses and their legal advisers will find particularly useful.
Read MoreThe ban on commercial evictions has been extended to the end of March 2021, though there’s plenty of time yet for government to extend the date still further in light of the continuing covid-19 situation.
Read MoreIs there anything that cannot be signed or, indeed, executed electronically in these pandemic days? Even the execution of Wills, which until recent months still required the testator’s and witnesses’ physical presence for valid witnessing, has been relaxed (albeit temporarily and with strict conditions).
Read MoreThe intermediaries rules – often referred to as the off-payroll rules and IR35 – are now due to come into force on 1 April, bringing the private sector into line with the public sector
Read MoreThe solicitors’ regulator agrees with government that regulated firms should contribute towards the costs of tackling money laundering, by way of a levy. The levy has not yet kicked in but long-awaited guidance on anti-money laundering (AML) has now been published for the legal sector.
Read MoreWe have a Brexit deal – an 11th hour development that increasingly seemed unattainable – but it left the UK business community with little time to get to grips with the immediate and short-term implications.
Read MoreA partner harshly treated by reason of a business choosing to stand on its strict legal rights ought to think twice before resorting to the court. Other than sympathy, they may not get very far - as a recent ruling illustrates.
Read MoreTax is an increasingly visible aspect of the rounded advice lawyers must provide to their clients. The Law Society’s guidance specifically aimed at solicitors advising on tax is important reading, summarising the high professional standards they are expected to maintain.
Read MoreThe business community at home – and businesses abroad who are insured in the UK insurance market - breathed a sigh of relief following the Supreme Court ruling that insurance companies must pay up to those forced to close during the first national pandemic lockdown.
Read MoreThe courts have long been encouraging litigants to negotiate a settlement, to mediate or go to alternative dispute resolution (ADR) to avoid an expensive and time-consuming court case. Where the parties unreasonably refuse to do so, they can be penalised in costs – something businesses will want to avoid
Read MoreThe dynamic nature of the government business support measures since Spring 2020 makes it no simple task keeping up with who’s entitled to what and for how long. Throw in the pieces of guidance from HM Revenue & Customs (HMRC) and elsewhere, and the challenge becomes even greater for business organisations.
Read MoreBribery in the business context has been a subject high in the government’s priorities for some years, a position since displaced by Brexit and now also by covid-19.
Read MoreThe business community and legal advisers should note that the Law Commission is now investigating the UK’s current legislation on economic crime. New criminal offences for different types of corporate economic crime look increasingly likely.
Read MoreWorking from home has become the new normal; and when society finally arrives at the point where the pandemic is under control, it is unlikely there will be a wholesale return to the office. And why should they?
Read MoreWhen the furlough scheme ends the culling starts and the claims begin. This is the fear of many in the business community; and lawyers are bracing themselves for the perhaps inevitable flood of litigation arising out of the government’s financial support schemes.
Read MoreBusinesses need to get to grips with all the changes in the government’s financial support measures introduced since March, as it becomes more streamlined and targeted.
Read MoreWith the end of the Brexit transition period ending on 31 December, time is quickly running out for UK businesses to prepare for an increasingly likely ‘no deal’ scenario. That’s the key message from government in a new campaign launched this month
Read MoreThe so-called ‘reflective loss’ principle bars a party who has suffered loss through a reduction in value of its interest in a company from claiming directly against the person who caused the loss to the company - rather than letting the company make the claim.
Read MoreIt is a continuing challenge keeping up with changes in government guidance and legislation for business, and we highlight two key developments this month
Read MoreCapital gains tax (CGT) has been targeted for review by the Chancellor of the Exchequer in a drive to simplify the taxation of chargeable gains and its administration
Read MoreCompanies and directors would do well to note a recent Privy Council decision involving issues around a director’s duty of care; and the Duomatic principle.
Read MoreThousands of businesses are fighting for survival, but though government has provided plenty of financial support, it cannot last indefinitely.
Read MoreWe’re all familiar by now with the various emergency measures introduced earlier in the year to ease the financial shock to individuals, businesses and other organisations. But no one expected these measures to continue indefinitely.
Read MoreFor property lawyers, the issue of VAT on local authority searches has been controversial thanks to the ruling in Brabners v HMRC [2017] UKFTT 0666). The wider issue of VAT on disbursements also arose in a later ruling
Read MoreEU standard contractual clauses are valid, the European Court of Justice (ECJ) has ruled. But it also unexpectedly invalidated the EU-US Privacy Shield framework. Following the ruling, it is clear data controllers are now increasingly accountable for how they use and process personal data.
Read MoreTransfers of shares to a pension fund do not qualify for tax relief under the Finance Act 2004 – contributions must be in money to qualify. So held the Upper Tribunal in favour of HMRC in a ruling that will require operators of pensions schemes to re-examine their exposure to tax relief.
Read MoreTo err is human but how errors are best resolved in the corporate world is not always simple and straightforward, which is how one mistake ended up in the High Court costing a lot of money in legal fees.
Read MoreSince our last newsletter, much has changed in relation to covid-19 and the associated business guidance – particularly on the government furlough scheme.
Read MoreBusinesses who are struggling financially as a direct result of the covid-19 pandemic will benefit from both permanent and temporary measures which are being fast tracked through parliament.
Read MoreTemporary changes have been made to the Statutory Residence Test (SRT) for those coming to the country to work on covid-19 related activity by the Chancellor Rishi Sunak
Read MoreCommercial landlords and business tenants are the beneficiaries of a number of covid-19 related measures designed to provide financial help and security in the short and long term.
Read MoreCovid-19 is undoubtedly the biggest practical and financial challenge facing today’s businesses in living memory.
Read MoreCompanies will welcome the range of guidance published by Companies House in recent weeks to help them manage the negative impact of the covid-19 crisis on their operations.
Read MoreIt has emerged that some businesses and individuals have been given a respite from HM Customs & Excise’s on-going investigations into their tax affairs.
Read MoreThe prevailing commercial environment is, thanks to Covid-19, somewhat precarious. Though the pandemic is, at its core, a human crisis it represents the biggest challenge businesses have had to face for many decades.
Read MoreThe pandemic furlough programme – officially called the Coronavirus Job Retention Scheme (CJRS) – is primarily about protecting businesses in the worst crisis to hit the global health and economy since the Second World War.
Read MoreThree years of in-depth Brexit negotiations could not have foreseen the global outbreak of a serious viral disease that would bring nations to lock down. So where does that leave the post-Brexit trade talks and other negotiations still to take place?
Read MoreSellers of residential property in the UK, who will be liable to pay capital gains tax (CGT) on the profit on sale or disposal, will now have to tell HM Revenue and Customs (HMRC) about the gains they have made from April.
Read MoreThe UK and many other nations are adapting to being in lockdown in an effort to flatten the curve of the trajectory of Covid-19 infections and deaths. Businesses and individuals are facing weeks if not months of lockdown and, once the existing restrictions are eased, there seems little doubt they will not be fully lifted for many months.
Read MoreThe Spring Budget was held on 11 March and Chancellor Rishi Sunak made clear it was being delivered against the backdrop of the Covid-19 pandemic. He announced plans to support public services, individuals and businesses potentially affected by the pandemic.
Read MoreThe profile of crypto currencies and crypto assets continues to rise, but legal certainty in relation to their legal status is vital for the business community. This means any development clarifying the law’s treatment of Bitcoin and its crypto cousins is to be noted.
Read MoreLong-awaited guidance on the tax implications of Guaranteed Minimum Pension (GMP) equalisation has been published by HMRC. However, there are still significant concerns around some areas.
Read MoreAn email exchange in the course of negotiations for the sale and supply of products formed a legally binding contract, the High Court has found. Businesses are reminded, once again, of the need to take care when relying on emails to negotiate and discuss terms and conditions.
Read MoreThe impending intermediaries rules (also known as the off-payroll rules and IR35) affecting the private sector come into effect on 6th April 2020 - and they are already starting to bite. TV presenter Eamonn Holmes has just lost his appeal against an HMRC tax assessment against his company.
Read MoreBusinesses seeking to show ‘lawful act economic duress’ to avoid their obligations under their contracts have quite a hurdle to clear, following a Court of Appeal ruling1.
Read MoreBusinesses are operating in economically uncertain times in light of Brexit, which will now take place on 31 January.
Read MoreBusinesses need to exercise caution when negotiating commercial contracts, as the appeal court found that provisions within non-binding heads of terms which were left out of the final contract were not binding.
Read MoreNow that the new government is bedding down, we highlight some of the key tax-related proposals outlined in the Queen’s Speech just before Christmas.
Read MoreWhat power does the chairman of the board have to adjourn a general meeting because of a disputed shareholding? A recent ruling clarifies the approach of the court in relation to the chair’s power at common law to adjourn the meeting of their own accord.
Read MoreThe Conservative Party’s manifesto is rather lacklustre as far as its tax proposals are concerned. Labour’s plans, on the other hand, are bold and sweeping – but have attracted widespread alarm. Here, we look at the two main party’s key proposals.
Read MoreThere have been two important developments in the ‘crypto’ world. HMRC has issued guidance on the taxation of crypto currency; and there has been a formal announcement that crypto assets are ‘property’ for the purposes of the law.
Read MoreUnfair prejudice on the part of a subsidiary company will not of itself excuse the parent company from liability, as an important ruling demonstrates.
Read MoreHMRC can undertake informal enquiries and investigations into a taxpayer outside of section 9A of the Taxes Management 1970, following a High Court ruling1 that has surprised and concerned many.
Read MoreA non-resident company which has sold, gifted or transferred interests in UK property or land is required, under UK law, to register for corporation tax. The rules came into force on 6 April 2019 and extended previous rules to catch gains made by non-UK ‘property-rich’ companies.
Read MoreContractual negotiations can be littered with pitfalls for the unwary, particularly where one party believes a binding contract was reached. Today’s businesses are discussing terms and conducting negotiations in a technological age where email plays a major part in communications.
Read MoreCan a company rely on interim company accounts purportedly across different documents to justify a profit distribution? A recent ruling1 provides businesses with useful clarification on interim accounts and approving a distribution within the law.
Read MoreIR35, the so-called intermediaries rules, are notoriously complex and the challenge of understanding them are about to get harder with next year’s and implementation of further changes to the ‘off payroll’ IR35 rules for the private sector.
Read MoreFrom time to time, companies need a timely reminder of basic legal principles of company law. A recent case involving a deadlocked board of directors concerned the essential elements involved when agreeing and purporting to pass written resolutions
Read MoreWhen a company is struck off but is later restored to the Companies Register, what is the legal position for a third party who lawfully terminates its contractual relationship with that company because of the striking off
Read MoreLimited companies will welcome guidance from the court on how to determine whether they have ‘de facto’ directors – and what that means for companies.
Read MoreA record fine on Southern Water is a salutary reminder for businesses to ensure they are compliant with the expectations of their regulators, and maintain adequate and effective systems of planning, governance and internal controls.
Read MoreThe EU’s Shareholder Rights Directive II (SRD II) came into effect in the UK on 10 June 2019, impacting companies registered in EU member states whose shares are traded on the EU’s regulated markets.
Read MoreA commercially weaker party cannot avoid a contract on grounds of ‘economic duress’ if the stronger party believes in good faith it was entitled to act as it did.
Read MoreA corporate buyer could not claim under a tax covenant giving it protection against historic tax liabilities relating to the target business - until the tax actually became payable. But what does ‘payable’ mean?
Read MoreUpcoming changes to implement the 5th Money Laundering Directive (5MLD) will require regulated businesses preparing to contract with others to report discrepancies on beneficial ownership.
Read MoreIf you’ve never received a subject access request (SAR), you probably will at some point, but do you know how to respond – particularly where the person is requesting the identity of a third party? Be cautious as it may not be as straightforward as you might expect
Read MoreCan fixed rate, compounded, preference shares can count as ordinary shares for the purposes of Entrepreneurs’ Relief? Yes, the tax tribunal has ruled in a recent case - but such cases are probably fact-specific
Read MoreIt’s not unusual to rely on an attorney to conclude legal documents or transactions when a director or business owner is unable to, but it is vital to ensure your Power of Attorney is valid and effective
Read MoreDirectors would do well to understand their duties towards the interests of their creditors if they are in financial straits in light of useful guidance from the court. It is important to note that even if the company is not yet insolvent, their duty towards creditors could be triggered.
Read MoreThe inherent risk for companies and directors when there is a conflict of interests is the potential for an unfair prejudice petition by shareholders. But what is the position where the petitioner has effectively accepted a ‘situational conflict’ on the part of a director?
Read MoreThe vital importance of ensuring all key information is expressly included in your commercial contract documents cannot be underestimated in view of the recent, but unsuccessful, attempts of one party to rely on pre-contract material.
Read MoreFor three years now, those who buy a second home as an investment or for use as a holiday home are liable to an additional 3% stamp duty land tax (SDLT) surcharge. But can HMRC insist on payment of the surcharge in circumstances where the second property is purchased in an inhabitable condition?
Read MoreA recent ruling ought to be a salutary lesson for any company director involved in a boardroom dispute not to go public or to ‘short-circuit’ the board. In this case1, the director was found to have breached a number of company law duties, such as the duty to exercise independent judgement, when he took the dispute outside the board.
Read MoreInheritance tax is a highly unpopular tax in the UK for many reasons. No more than 5% of deceased estates are liable to IHT each year, yet formal IHT forms must be completed for around half of these. We look at the key issues and recommendations set out in the first report published by the UK Office of Tax Simplification (OTS) in its two-part review of the IHT system.
Read MoreThe latest disclosures under the gender pay gap legal requirements for companies shows little improvement, with a quarter of companies and public sector bodies having a pay gap of more than 20% in favour of men. We look at businesses’ legal obligations and what the latest reported figures tell us. The figures filed in April 2019 for the year 2018 show negligible improvements in the gender pay gap, which has apparently closed by a mere 0.1% to 9.6%.
Read MoreWith a no deal Brexit still a possibility, we look at two key pieces of guidance on VAT in a no deal scenario, and what it means for businesses and legal advisers. If no withdrawal agreement can be approved by parliament and the UK leaves the European Union without a deal, UK businesses will be left trading with the remaining EU members states in much the same way as they trade outside of the EU in relation to how they apply customs, excise and VAT procedures to goods and services. With VAT a complex area of indirect taxation, guidance on the position if there is no deal Brexit will prove invaluable.
Read MoreSo called ‘bad leaver’ provisions are often found in a company’s Articles of Association, but can they amount to an unenforceable penalty and therefore be ineffective?
So called ‘bad leaver’ provisions are often found in a company’s Articles of Association, but can they amount to an unenforceable penalty and therefore be ineffective?
Read MoreWhen negotiating your commercial terms, are you ever tempted to allow for the contract terms to leave possible eventualities open-ended, for example, having a clause that the parties will agree in due course what’s to happen in future?
If so, you should take a recent Court of Appeal ruling as a warning not to include anything that amounts to an ‘agreement to agree’ – otherwise you may find it will be legally unenforceable. An agreement to agree is a clause that the contractual parties will only agree that there would have to be a further agreement in the future.
As such, this is unenforceable. Though it may seem the best way to deal with potential uncertainties in future, it is not acceptable as far as the courts are concerned. But is it always clear whether an agreement to agree actually exists?
Read MoreHMRC intends imposing higher penalties for offshore matters or offshore transfers involving individuals and unincorporated businesses in certain circumstances.
The increased penalties have been introduced under the Requirement to Correct legislation. The purpose of this legislation is to require those with undeclared offshore tax liabilities for the relevant periods to disclose them to HMRC by 30 September 2018 - allowing HMRC to then take appropriate action.
Read MoreNew off-payroll IR35 rules applying to private sector businesses who use individual contractors operating through intermediaries are expected to come into force in 2020. The rules already apply to the public sector.
Read MoreHow should a company interpret ‘drag along’ rights set out in their shareholder agreements? Businesses will find useful recent guidance set out by the High Court as to how to interpret them appropriate.
A drag along clause confers on the majority shareholders the right to accept an offer from a third party to buy their shares, and force the minority shareholders to accept the offer. It effectively forces minority shareholders to take part in the sale of the company.
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