A receivables purchaser providing factoring facilities.
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
Artificial intelligence and machine learning—an introduction to the technology This Practice Note explains the basics of artificial intelligence (AI) and machine learning (ML) technology. It covers: • The history of AI and ML • The importance of data • Training an ML model • Types of ML • Considerations when selecting or assessing an ML algorithm • Neural networks • What is deep learning? • Common neural network architectures • Some examples of other commonly used ML algorithms • Key challenges for AI and ML—transparency, explainability and bias • Privacy and data protection • Protecting AI technology This Practice Note does not consider legal and regulatory issues arising in connection with the use or development of AI or ML technologies. For more on these matters, see Practice Notes: • Artificial intelligence—data protection • Artificial intelligence—intellectual property • Artificial intelligence in the EU—the key legal issues and Contractual considerations for the procurement of artificial intelligence—checklist. For a timeline of key legal developments in relation to AI, see Practice Note: Artificial intelligence—tracker. The history of AI and ML Although often thought of (and used) as a new exciting technology, AI has in fact been around for over 70 years. While sometimes assumed to be incomprehensible to anyone without a specialism in computing, AI is built on relatively simple mathematical concepts. Even today, when it has advanced into more computational complex algorithms, it is important to remember that it is just that, mathematical concepts implemented in software and written
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Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 1. (B) The Seller is the legal and beneficial owner of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Seller has agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement. (D) The Guarantor has
Transfer of part by way of exchange Precedent transfer Exchanges are now almost invariably effected by separate transfers, each containing the usual title guarantees given by ordinary sellers. There is no restriction on the nature or value of the properties exchanged. A freehold interest can validly be exchanged for a leasehold interest (IRC v Littlewoods Mail Order Stores  2 All ER 279, HL) and any necessary payment can be included by way of equality of exchange. An adaptable Word version of the precedent form TP1 can be downloaded, saved or printed from the link on this page. Drafting notes to precedent transfer Panel 1—Title numbers If there are a number of properties, each title number should be listed alphanumerically and may be numbered starting with one, and each property listed in the same order as the title numbers and correspondingly numbered. Panel 3—Property description The optional wording is for use where the Property is unregistered. Where a plan accompanies the transfer, HM Land Registry requires detailed rules relating to the plan to be followed, otherwise the application for registration will be rejected. The rules are set out in HM Land Registry Practice Guide 40. HM Land Registry will reject plans that have not been signed by the parties. The rules provide for this in the case of a dealing with part of the land in a registered title and it is good practice
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Could a quote for goods or services be sufficient to comprise a legally binding contract? It will be necessary to consider the terms and conditions attached to the quote, and identify whether any of the terms make the quote capable of acceptance or not. The following materials outline the essential ingredients of a legally binding contract. In summary, the basis of English contract law is that a contract is formed when: • a valid offer is accepted. It will be important to ensure that an offer has been made as part of the quote as opposed to an invitation to treat. Invitations to treat are made where the invitee does not intend to be bound. The distinguishing factor between an offer and invitation to treat is that an offer can be accepted and such acceptance will result in a contract, whereas an invitation to treat is simply a bargaining position that cannot be accepted as such and will at best lead to further negotiations between the parties. Note that in Grainger & Son v Gough, a catalogue or price list when circulated only amounted to an invitation to treat. A similar view was prima facie taken of a personal quotation of
In a claim under the Inheritance (Provision for Family and Dependants) Act 1975, would the establishment of a discretionary trust prevent a claim being made by a vulnerable adult child? Where a vulnerable adult child has received continuing financial support from their parents during their lifetimes, it is a responsibility assumed by the parents and a relevant factor for the court to consider under section 3 of the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975). If the parents fail to make reasonable provision for their vulnerable child in their Wills, the I(PFD)A 1975 might successfully be relied upon after their deaths (probably after the death of the survivor of them) to vary their testamentary dispositions to provide reasonable financial provision for the vulnerable adult child. No caring parent is likely to want the prospect of litigation as an unwritten legacy in their Will but could such a parent avoid the need for their vulnerable adult child to make a claim under the I(PFD)A 1975 by making testamentary provision in the form of a discretionary trust instead of an absolute gift? At first glance, this would appear to solve the problem of the vulnerable adult having a large capital sum at their disposal. However, the beneficiary of a fully discretionary trust has no absolute interest in any part of the trust fund; they merely have
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Pensions analysis: In March 2021 the Department for Work and Pensions (DWP) launched an evidence-gathering consultation on the consideration of social risks and opportunities by occupational pension schemes. Amy Davies, senior associate, and Adam Reeves, trainee solicitor at Burges Salmon LLP, comment on the DWP’s response.
This week’s edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including a substantially rewritten Chancery Court Guide and the Court of Appeal decisions in ST v BAI (SA) trading as BRITTANY FERRIES (extensions of time for service) and Bank of New York Mellon (International) Ltd v Cine UK Ltd (terminating contracts and covid); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.
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