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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

Joint venture shareholders’ agreement—checklist

Joint venture shareholders’ agreement—checklist Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50)...

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US—patents fundamentals—the America Invents Act

US—patents fundamentals—the America Invents Act This Practice Note was originally written for Lexis Practice Advisor®, in the US. This Practice Note provides an introduction to the Leahy-Smith America Invents Act (AIA), which is the first major overhaul of the US patent system since the Patent Act of 1952. It converts the US patent system from a first-to-invent to a first-to-file system for patents with an effective filing date on or after March 16, 2013. A first-to-file system awards the patent to the inventor who first files the application, as opposed to the inventor who first reduces the invention to practice. This encourages prompt application filings and in most cases eliminates the need to resolve disputes as to who is the first inventor. Moving to a first-to-file system also harmonizes the US patent system with foreign patent systems, which are nearly all first-to-file. In addition to switching to the first-to-file system, the AIA also: • expanded the procedures available in the US Patent and Trademark Office (USPTO) for patent...

Structural considerations for Part 26A restructuring plans

Structural considerations for Part 26A restructuring plans Statutory provisions on jurisdiction and sufficient connection/discretion At the convening hearing, before an English court will consider a Part 26A restructuring plan (RP), it will ascertain whether it has jurisdiction to do so. Part 26A of the Companies Act 2006 (CA 2006) applies to companies liable to be wound up under the Insolvency Act 1986 (IA 1986) (see CA 2006, s 901A(4)(b) and Re Virgin Atlantic applying DAP Holding NV and Re PizzaExpress). ‘Companies liable to be wound up under IA 1986’ is a similar definition to that used for schemes of arrangement, and for both schemes and RPs includes unregistered companies and foreign companies. Additionally where foreign companies are involved and when considering its discretion to sanction an RP, a court will only exercise jurisdiction over a foreign company if it has a sufficient connection with this jurisdiction (see scheme case,  Re Drax Holdings as applied to RPs by Snowden LJ in Re Smile Telecoms Holdings). Note this...

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Trust for a disabled person—discretionary

Trust for a disabled person—discretionary This TRUST is made on [date] Parties 1 [settlor] of [address] (the Settlor) and 2 [original trustees] of [addresses] (the Original Trustees) Background (A) The settlor wishes to make this Trust and has transferred to the Original Trustees the assets described in Schedule 1 to be held on the following trusts. (B) The Principal Beneficiary is a disabled person within the meaning of that term in the Finance Act 2005, Schedule 1A. This Deed PROVIDES: 1 Definitions and interpretation In this Trust: 1.1 Discretionary Beneficiaries • means (a) any spouse or [widower OR widow] whether or not remarried of the Principal Beneficiary; (b) the descendants of the Principal Beneficiary; (c) the spouses, widows or widowers (whether or not remarried) of the descendants of the Principal Beneficiary; 1.2 Principal Beneficiary • means [disabled person]; 1.3 spouse • shall include a civil partner registered under the Civil Partnership Act 2004 and a spouse of the same sex, and a person is a...

Ireland—Director’s certificate for a bilateral loan: borrower

Director's certificate This is a Precedent director’s certificate for use by the borrower of a bilateral facility. . What is a director’s certificate? Delivery of an original director's certificate is usually one of the conditions precedent in a facility agreement. Conditions precedent are the conditions that need to be fulfilled for funding to occur. They are included to provide the lender with a mechanism to ensure that, before funds are lent to the borrower: • certain documentary matters are dealt with, and • certain factual circumstances exist Documentary conditions precedent The documentary conditions precedent to lending are usually listed in a schedule to the facility agreement. ). As well as an original director’s certificate, documentary conditions precedent typically include certified copies of certain documents such as: • the constitutional documents and register of members and register of directors of the borrower, any guarantor and any party providing security for the transaction (a third-party security provider) • the board resolutions of the borrower, any guarantor and any third-party security...

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If a beneficiary of a Will trust is age 18 at the date of the death of the testator, but the terms of the Will trust only give the beneficiary a beneficial interest on attaining age 25, that is a contingent interest, rather than a vested interest, can the beneficiary vary that contingent interest by a deed which complies with the conditions in section 142 of the Inheritance Tax Act 1984?

If a beneficiary of a Will trust is age 18 at the date of the death of the testator, but the terms of the Will trust only give the beneficiary a beneficial interest on attaining age 25, that is a contingent interest, rather than a vested interest, can the beneficiary vary that contingent interest by a deed which complies with the conditions in section 142 of the Inheritance Tax Act 1984? It is assumed that the testator has died. The interest of the beneficiary whose entitlement to trust property or its income is subject to the beneficiary attaining a future age is a contingent interest. The interest will become vested, either in possession or in interest, when the beneficiary attains the specified age. Unlike a vested interest in trust property, a contingent interest is not a chose in action, but is future property, that is a hope or expectation. It is possible to assign a chose in action, but it is not possible to assign future property, unless it is...

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Incorrect spouse’s pension statement did not constitute legally binding agreement and member did not reasonably rely on it (Mr W, CAS-111806-F8J2)

Pensions analysis: The Deputy Pensions Ombudsman has partially upheld a complaint about the reduction to a spouse’s pension. Martin Scott of gunnercooke LLP looks at the decision.

Court of Appeal dismisses appeal against decision that various uses of ‘Merck’ breached an injunction (Merck v Merck)

IP analysis: The Court of Appeal held that the defendants (collectively ‘Merck US’) had breached the injunction granted by the High Court following the long-running trade mark dispute with the claimants (‘Merck Global’). In those proceedings, the court had been asked to determine various questions relating to the interpretation of co-existence agreements between the two pharmaceutical companies. Lord Justice Arnold, giving the leading judgment with which Lord Justice Philips and Lady Justice Andrews agreed, rejected all four grounds of Merck US’s appeal. In doing so, the Court of Appeal confirmed that an application for declaratory relief is an appropriate response to a breach of an injunction, even if proceedings for contempt of court are a remedy which is available to the aggrieved party. This is of note to practitioners as it means parties are not required to commence proceedings for contempt of court, which must be proved at the criminal standard. The court also provided helpful clarification on ’UK-specific’ in the context of website targeting and the definition of ‘inadvertent...