GLOSSARY

acquire definition

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What does acquire mean?

in relation to genetically modified organisms, includes any method by which such organisms may come to be in a person's possession, other than by their being imported

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Tax on inbound investment—Canada—Q&A guide

Tax on inbound investment—Canada—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to tax on inbound investment in Canada published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2022). Authors: Gowling WLG—Paul Carenza; David P. Stevens; Ash Gupta 1. What are the differences in tax treatment between an acquisition of stock in a company and the acquisition of business assets and liabilities? Purchasers generally prefer to purchase assets and sellers generally prefer to sell shares. The main features of a stock purchase for a foreign purchaser using a Canadian acquisition vehicle (Canadian Holdco) are: • The cost of the shares will not be deductible in the calculation of income since it will be an expenditure on account of capital, not income. Instead, the purchased shares will have a tax cost equal to the price paid for the shares. On a subsequent sale of the shares the purchaser can deduct the tax cost of the shares from the proceeds in the calculation of the purchaser's gain, 50 per cent of which is included in income. • It is possible for the Canadian Holdco to wind up the target and to 'bump' the tax cost of the target's non-depreciable capital property by an amount equal to the lesser of the fair market value of the property and the tax cost of the shares. Bump

Corporate governance—Malta—Q&A guide

Corporate governance—Malta—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to corporate governance in Malta published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2022). Authors: GVZH Advocates—Luca Vella; Catherine Janula; Nico Fauser 1. What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis? Good corporate governance practices apply to all entities, with the main source of corporate governance being the Companies Act (Chapter 386 of the Laws of Malta), which regulates the division of authority between the board of directors and general meetings of shareholders. The memorandum and articles of association also act as an important source of corporate governance practices, since this document regulates the internal management and administration practices of companies. Public listed entities are subject to the Code of Principles of Good Corporate Governance set out in the Capital Market Rules issued by the Malta Financial Services Authority (the Code). The Capital Market Rules list 12 principles of good corporate governance that public listed companies should endeavour to adopt. If a company chooses not to comply with one or more of the provisions of the Code, it must give a careful and clear explanation with respect to the reason for

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Confidentiality clauses

For insertion in a sale contract The Seller and the Buyer agree that: • except where such disclosure is required in order to comply with the requirements of any statutory or other competent authority [or for the purpose of any subsequent dealing with or financing of the Property or notification of occupational tenants], neither of them shall disclose to any third person[, except the

Lease of whole building—hotel

Lease of whole building—hotel LR1. Date of the lease [date] LR2. Title Number(s) LR2.1 Landlord's title number(s) [title numbers out of which this lease is granted. Leave blank if not registered] LR2.2 Other title numbers [existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made] LR3. Parties to this lease Landlord [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Tenant [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Other parties [ Guarantor [[name of Guarantor] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address]] [details and specify capacity of other parties (eg management company etc)]] LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. The Property as defined in clause 1. LR5. Prescribed statements etc LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003. [None. OR [applicable prescribed statement]. OR See clause [relevant clause reference].] LR5.2 This lease is made under, or by reference to, provisions of: Not applicable. LR6. Term for which the

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Can a right of light be established pursuant to the Prescription Act 1832 based on 25 years' uninterrupted access and use of light, despite the windows then being boarded up internally for ten further years? If not, when is the right acquired?

Can a right of light be established pursuant to the Prescription Act 1832 based on 25 years' uninterrupted access and use of light, despite the windows then being boarded up internally for ten further years? If not, when is the right acquired? This question raises the issue of the effect of boarding up, or otherwise obstructing windows, on a claim to a right to light. For a right to light to arise by prescription, whether under common law, lost modern grant, or the Prescription Act 1832 (PA 1832) there must be actual enjoyment of the light through defined apertures. In Smith v Baxter, it was held that boarding up of two windows prevented them enjoying the right to light (although shelving in front of a third, which allowed substantial light to pass, did not have this effect). Similarly, in Tamares v

Where A and B are in dispute in relation to a piece of land owned by A, can B make a valid Part 36 offer to acquire A's land?

Where A and B are in dispute in relation to a piece of land owned by A, can B make a valid Part 36 offer to acquire A's land? CPR 36 contains a self-contained procedural code in respect of offers to settle. CPR 36 provides incentives to settle in that the consequences of a party doing better than an offer to settle are significant for the other party including, in the case of a claimant offer, an uplift on damages and interest at up to 10% above base rate. See generally Practice Note: Part 36 offers—what are they, why make them? By CPR 36.2(3), a Part 36 offer may be made in respect of the whole, or part of, or any issue that arises in a claim, counterclaim or additional claim or an appeal and may be made before proceedings have commenced or at any stage during those proceedings, but does not apply to small claims. CPR 36.5 sets out the form and content of a Part 36 offer. It must be in writing, make clear it is made pursuant to Part 36, specify a period of not less than 21 days within which the defendant will be liable for the claimant’s costs if the offer is accepted, state whether it relates to the whole of the claim, part of it or to an

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Passing off, rights to names in musical groups (AWEL v Clark)

IP analysis: This case concerned the right to use the name of the pop group ‘the Rubettes’. The Rubettes were very successful in the mid- to late-70s and scored a big hit with a song called ‘Sugar Baby Love’. The second claimant, Alan Williams, and the first and second defendants, Mick Clarke and John Richardson, were members of the band at that time. Following a hiatus in the early 1980s, Mr Williams and his company (the first claimant (‘AWEL’)) started a new band in 1983. The defendants had been members of that band from time to time. The court held that Mr Williams and AWEL were the owners of goodwill attached to the band name ‘the Rubettes’. On the facts, the goodwill generated in the band’s heyday had been owned by long-dissolved corporate entities. The claimants owned relevant goodwill from their own trading under the name, which began in the early 80s. Consequently, the defendants could not establish concurrent or senior goodwill. Their trading under ‘the Rubettes’ was held to pass off the claimants. Written by Michael Smith, barrister at Three Stone chambers. Michael appeared for the claimants.

UK REACH at a crossroads—departure achieved, but where we are headed?

Environment analysis: Regulation (EC) 1907/2006 (EU REACH), applying as it does to all chemicals placed on the EU market, is one of the most ambitious legislative frameworks ever to have been placed on the EU statue book. It is therefore no surprise that its post-Brexit implementation for the Great Britain market (as retained EU law) presents a number of significant challenges. In this article, Simon Tilling, partner, and Tom Gillett, associate, at Steptoe & Johnson UK LLP, explore how Retained Regulation (EC) 1907/2006 (UK REACH), the parallel (but entirely independent) legal framework for chemicals management in Great Britain, has fared so far, and consider the road ahead.

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