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Tuesday, 24 April 2012

Insolvency: Disputing Debts Underlying a Winding-Up Petition

Winding-Up Petitions can be a very effective method when pursuing companies for an outstanding debt. Generally a last resort, they are a drastic strategy for recovering money. Faced with being wound up, even the most unresponsive companies can react promptly. If a debt is due, the simplest response is for a company to pay. Often though, companies on the receiving end of a Winding-Up Petition will resort disputing the debt that forms the basis of the petition.

Setting Aside a Guarantee Based on Fraud, Misrepresentation or Undue Influence

Guarantees are now more common than ever for individuals and business trying to finding credit or rent property. In the event primary debtors default, creditors are usually quick to claim against guarantors but guarantees will not always be considered binding when challenged in the courts. The idea that a guarantee might be set aside on the basis of fraud or misrepresentation may be clear enough. Where undue influence is at issue, more challenging questions can arise.

Shareholder Remedies: Minority Shareholders Forced to Arbitration

Arbitration has become a major form of dispute resolution in England and Wales since the introduction of the Arbitration Act in 1996. The 2011 High Court decision in Fulham Football Club (1987) Ltd v Richards and Another has reinforced the enthusiasm of the English courts for the arbitration process. The extent of that enthusiasm is something shareholders and other contracting parties should ensure they are fully aware of when they enter into agreements containing arbitration clauses.

Company Law: Charges as Security

The use of charges as security for the repayment of debt is a common feature of agreements between businesses and their lenders. The current economic environment will have seriously tested the strength of existing charges while ensuring that they are increasingly common.

Banking Law: Husband and Wife Guarantee Disputes

The current credit environment has become increasingly challenging for individuals and businesses seeking to borrow money. It is more and more common for lenders to seek various forms of security such as guarantees or charges over property.

Wednesday, 4 April 2012

Trade Mark Infringement: Use of UK Trade Marks on Overseas Websites

When selecting a domain name in the UK, it is primarily registered trademark rights that dictate whether or not the domain name is available for use in trade and commerce, regardless of whether the domain name is available for registration. Whether or not the use of the domain name infringes a UK trade mark trade mark is another matter.

Striking Off A Company - Tax Costs Increase

Striking Off A Company -Tax Costs Increase

Since 1 March 2012 many companies will have lost out on a valuable tax concession. Until recently, small companies that were solvent but had ceased trading could distribute funds to shareholders in a tax efficient manner. Payments were made subject to capital gains tax at 28% rather than income tax at rates up to 50%.

Company Law: Altering a Company's Articles of Association

Companies are legally required to have Articles of Association under the Companies Act 2006. For companies formed before 1 October 2009, the Articles along with a Memorandum of Association formed the constitution of a company. Since 1 October 2009, a Memorandum of Association is no longer part of the constitution (although it is still a requirement on incorporation).

Preference Shares Explained

Generally a company may divide its shares into a variety of different categories unless it is restricted from doing so by its Articles of Association. Most people are familiar with ordinary common shares that are issued by companies which give their owners a claim on the equity of that company. A less familiar category of shares is preference shares. Preference shares are a special type of stock that has the properties of both equity and debt instruments such as bonds.

Monday, 2 April 2012

Budget 2012: Key Points

According to the Budget report, “The Government is committed to creating a more sustainable tax system that is fair and supports growth. It will: reward work and support families; reduce tax rates to increase the competitiveness of the UK tax system; restrict tax reliefs and ensure everyone pays the tax they owe; and make the tax system simpler and more sustainable overall.

The Parol Evidence Rule

The basic premise of any contract is that it is binding on the parties once they have entered into it. The parol evidence rule is a common law rule that aims to uphold this premise and preserve the integrity of written contracts by excluding extrinsic evidence. Where parties have agreed contractual terms in a written document, it is rational that matters which have not been explicitly included should not be interpreted as varying the terms of that contract. To understand the scope of this rule it is necessary to be aware of those matters that are excluded by it. It is worth noting that there are also exceptions to it.

Contract Law: Exercising an Option to Terminate a Contract

Economic uncertainty or changes in circumstances will often lead businesses and individuals to reconsider their contractual arrangements. Without specific termination provisions, exiting a position or renegotiating an agreement may be very difficult if one party is intent on holding the other to the original terms.