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View the related checklists about Consolidation

Checklist of tax questions to ask the joint venture counterparty

Checklist of tax questions to ask the joint venture counterparty This Checklist sets out a list of key tax questions to ask a counterparty to a joint venture. The aim of the list is to determine the principal UK tax issues that may arise for the remaining joint venture party/parties and/or any joint venture vehicle. These potential issues are highlighted in the list. The checklist assumes that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes provide further details of the UK tax issues highlighted in this checklist: • Tax implications of contractual joint ventures • Tax implications of establishing a joint venture partnership • Tax implications of operating and terminating a joint venture partnership • Tax implications of establishing a joint venture company • Tax implications of operating and terminating a joint venture company • Tax implications of international joint ventures • Transfer pricing and joint ventures, and • Tax influences on choice of...

Solvency II—timeline (2007–2023) [Archived]

Solvency II—timeline (2007–2023) [Archived] ARCHIVED: This timeline is archived and is no longer maintained. For key developments relating to the EU’s Solvency II framework (Directive 2008/138/EC), see EU Solvency II—timeline. For key developments relating to the UK's Solvency II regime, see UK Solvency II—timeline. 2023 Date Source Document Description 20 December 2023 Official Journal REGULATION (EU) 2023/2859 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to  financial services, capital markets and sustainabilityDIRECTIVE (EU) 2023/2864 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European single access point Regulation (EU) 2023/2859 establishing a European Single Access Point (ESAP) providing centralised access to publicly available information of relevance to  financial services, capital markets and sustainability and Directive (EU) 2023/2864 amending certain Directives as regards the establishment and functioning of the ESAP was published in the Official Journal of the...

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Industrial action that has statutory immunity—flowchart

Industrial action that has statutory immunity—flowchart FORTHCOMING CHANGE: The legal framework for giving protected status to industrial action and picketing is to be amended under clauses 54 to 61 of the Employment Rights Bill, introduced on 10 October 2024 (see Practice Note: The right to take industrial action—Employment Rights Bill). Clause 118 of the Bill confirms that many of the proposed changes will come into force two months after the Employment Rights Act 2025 is passed. The Strikes (Minimum Service Levels) Act 2023 will be repealed on the day on which the Act is passed. For further information on the Employment Rights Bill, generally, see Employment News Analysis: The Employment Rights Bill, and Employment Rights Bill 2024-views from the sector, LNB News 10/10/2024 85. To track the progress of the Bill through Parliament, see Practice Note: Employment Rights Bill—tracker. The government also launched a public consultation on creating a modern framework for industrial relations. The consultation seeks views on several specific...

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Sub-division and consolidation of shares

There are a variety of ways in which a limited company having a share capital may alter that share capital in accordance with the provisions of the Companies Act 2006 (CA 2006).The restrictions in CA 2006 relating to alterations of share capital do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies.Sub-division and consolidationIt is possible to sub-divide or consolidate all or any of the shares of a limited company having a share capital in accordance with CA 2006, s 618.An alternative method of sub-dividing and consolidating shares is by scheme of arrangement approved by the court under CA 2006, Pt 26 or a restructuring plan under CA 2006, Pt 26A. A scheme of arrangement is a process generally used to facilitate mergers and takeovers or to restructure a company in financial difficulties. It is also possible to restructure a company in financial difficulties using a restructuring plan. For further information on schemes of arrangement, see Practice Note: Schemes of arrangement—nature...

Hutchison 3G UK/Telefónica Ireland (M.6992) [Archived]

Hutchison 3G UK/Telefónica Ireland (M.6992) [Archived] CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 28 May 2014; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission merger investigation into the planned acquisition by Hutchison 3G UK of Telefónica Ireland (Case M.6992). Latest developments The Commission cleared the transaction subject to commitments on 28 May 2014. The commitments accepted are in two parts: (1) a package aimed at ensuring the short-term entry of two MVNOs, with an option for one to become a full MNO by acquiring spectrum later—H3G has committed to sell up to 30% of the merged company's network capacity to two MVNOs in Ireland at fixed payment for a dedicated 'pipe' from the network–the Commission has found this to be more viable for the Irish market than the typical pay-as-you-go model in the rest of Europe. Five blocks of spectrum will then be divested...

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Employment (TUPE) indemnities—asset purchase agreement

Employment (TUPE) indemnities—asset purchase agreement 1 Definitions and interpretation 1.1 [Insert the following additional definitions into the definitions clause of the Asset purchase agreement] Business • the business of [insert description of the business being sold or bought] operated by the Seller and all other activities including those ancillary or incidental to or in connection with such business as carried on by the Seller; Buyer • [enter details]; Completion • completion of the sale and purchase of the Business by the performance by the Parties of their respective obligations in accordance with clause [insert number]; Completion Date • [the day on which Completion takes place OR the date no later than the [third OR [insert number]] Business Day after the date on which the last of the Conditions is satisfied or waived or the date to which Completion is deferred] in accordance with clause [insert number]; [Consequential Loss • any consequential, special, indirect, incidental or punitive damages or loss, or any loss of profits or other form...

Deed of covenant: for a ship mortgage

Deed of covenant: for a ship mortgage This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of Owner], a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Owner); and 2 [insert name of Mortgagee] of [insert address] (the Mortgagee) RECITALS (A) The Mortgagee and the Owner have entered into a loan agreement dated [insert date] (the Loan Agreement) [a copy of which is attached to this Deed as Schedule 3] in which the Mortgagee has agreed to make a loan of [insert amount of loan] to the Owner to [re-] finance the [purchase OR construction] of the m.v. [insert name of ship] registered as a United Kingdom ship in the name of the Owner under official number [insert ship number] (the Ship). (B) To secure the performance by the Owner of its obligations under the Loan Agreement and this Deed including the payment to the Mortgagee...

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If a lorry driver delivering goods is persuaded not to cross a picket line by employees engaged in lawful, peaceful picketing, and the lorry driver faces disciplinary sanction or dismissal from their own employer (who is not a party to the trade dispute) for refusing to cross the picket line to deliver the goods, are there any protections available to the lorry driver?

If a lorry driver delivering goods is persuaded not to cross a picket line by employees engaged in lawful, peaceful picketing, and the lorry driver faces disciplinary sanction or dismissal from their own employer (who is not a party to the trade dispute) for refusing to cross the picket line to deliver the goods, are there any protections available to the lorry driver? When it comes to statutory protections available to those engaged in industrial action or picketing: • statutory immunity is provided against liability in relation to economic or industrial torts for those involved in industrial action with their employer, which is done in contemplation or furtherance of a trade dispute (as defined), and which complies with specific balloting and notification conditions (see Practice Notes: The right to take industrial action and Balloting for and employer notification of industrial action) • protection against dismissal is potentially available for those participating in such industrial action (see Practice Note: Entitlement to claim unfair dismissal, particular the main section dealing...

An employer enters into a collective redundancy consultation, at the end of which a number of employees are selected for redundancy. Those employees are given notice of termination by reason of redundancy, but, before the termination date, a change in circumstances means that the employer is able to push back the dismissals and keep those employees in employment for a further period. It accordingly extends the notice periods of those employees beyond their contractual notice entitlement, so that their dismissals will take effect in five months’ time. Is the employer required to start the collective consultation process afresh at this point, or would the original consultation process be sufficient?

An employer enters into a collective redundancy consultation, at the end of which a number of employees are selected for redundancy. Those employees are given notice of termination by reason of redundancy, but, before the termination date, a change in circumstances means that the employer is able to push back the dismissals and keep those employees in employment for a further period. It accordingly extends the notice periods of those employees beyond their contractual notice entitlement, so that their dismissals will take effect in five months’ time. Is the employer required to start the collective consultation process afresh at this point, or would the original consultation process be sufficient? In considering this question, it will be useful to consider: • what is the trigger for the collective redundancy consultation obligation, and • how long a collective consultation remains ‘effective’ The relevant legislation, section 188(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992) reads: ‘…(1) Where an employer is proposing to dismiss as redundant 20 or...

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Arbitration weekly highlights—23 January 2025

This week's edition of Arbitration weekly highlights includes: coverage of arbitration-related decisions from Russia, India and Singapore; and updates from the HKIAC, ICC, LCAM, FAI, SCC Arbitration Institute, DIAC and CJEU. All this, and more in our weekly highlights.

Pensions weekly highlights—23 January 2025

This week's edition of Pensions weekly highlights includes a review of key news stories, as well as dates for your diary and trackers.