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PRACTICE NOTES
This Practice Note contains a jurisdiction-specific Q&A guide to class actions in Spain published as part of the Lexology Getting the Deal Through series by Law Business Research (Law stated at: 21 July 2023). Authors: Cuatrecasas—Esther De Félix; María Pérez Carrillo ; Adrián Yuste 1. Outline the organisation of your court system as it relates to collective or representative actions (class actions). In which courts may class actions be brought? The Spanish court system does not foresee a specific jurisdiction for class actions. These matters are resolved by either first instance civil courts or commercial courts, depending on the nature of the claim. First instance civil courts deal with class actions based on general contract law. They are also competent to deal with 'class actions provided in the legislation on general contracting conditions and the protection of consumers and users' under a very recent amendment to the rules governing jurisdiction distribution between first instance and commercial courts (Organic Law 7/2002 of 27 July, modifying Organic Law 6/1985 of 1 July of the Judicial Power). Commercial courts deal
PRACTICE NOTES
This Practice Note contains a jurisdiction-specific Q&A guide to class actions in Taiwan published as part of the Lexology Getting the Deal Through series by Law Business Research (Law stated at: 23 October 2022). Authors: Lee and Li Attorneys at Law—Alan TL Lin; Chun-wei Chen 1. Outline the organisation of your court system as it relates to collective or representative actions (class actions). In which courts may class actions be brought? The Taiwanese court system can be roughly divided into civil tribunals, criminal tribunals, administrative courts and intellectual property courts. Group actions can be brought in civil tribunals and intellectual property courts. A civil complaint should be filed with the district court for the first instance trial. Generally, the decision rendered by the district court can be appealed to the High Court, and the High Court judgment can in turn be appealed to the Supreme Court. 2. How common are class actions in your jurisdiction? What has been the recent attitude of lawmakers and the judiciary to class actions? In Taiwan, there are four types of group
PRACTICE NOTES
This Practice Note contains a jurisdiction-specific Q&A guide to class actions in USA published as part of the Lexology Getting the Deal Through series by Law Business Research (Law stated at: 9 October 2022). Authors: Cleary Gottlieb Steen & Hamilton LLP— Roger A Cooper; Lina Bensman; Allison Kim 1. Outline the organisation of your court system as it relates to collective or representative actions (class actions). In which courts may class actions be brought? The American judicial system is divided into two structures: the federal court system, and the state court systems. The federal court system is subdivided into three levels: (1) the trial courts, called the 'US District Courts', which are located across the United States; (2) the 13 intermediate appellate courts, called the 'US Courts of Appeals'; and (3) the highest court, called the 'US Supreme Court'. The Supreme Court has jurisdiction to hear all cases brought in federal court, and any cases brought in state courts that involve federal law. Generally, the state court systems mirror the federal three-level system, although they may label
GLOSSARY
An electronic communications licence granted by the relevant authority to a class of people which permits any within the relevant class to provide specified services without the need for an individual licence or, in certain circumstances, the need to register the system or provide the service.
GLOSSARY
A company having a share capital may have separate classes of shares. A type of share will form a separate class if the rights attached to it differ from those attaching to other shares of the company. Different classes include ordinary shares, preference shares, deferred shares and redeemable shares.
PRACTICE NOTES
A company having a share capital may have different classes of share, with different rights attaching to each class. A company without a share capital may have separate classes of member holding different rights. The existence of different classes of share or different classes of member in a company may give rise to the existence of class rights. If class rights exist, they may only be varied as permitted by the Companies Act 2006 (CA 2006). Different types of shares Shares in a limited company having a share capital will always have a fixed nominal value (as required by CA 2006, s 542) and will usually be given a designation (or name), eg ordinary shares of £1 each. The nominal (or par) value represents the fixed monetary amount by which a share is denominated and represents the shareholder's liability to contribute to the assets of the company on its winding up. Any excess paid or agreed to be paid for the share on its allotment over and above its nominal value is share premium. The
PRECEDENTS
Add new definitions to ‘definitions’ article: A director • means any director appointed by holders of the A ordinary shares; B director • means any director appointed by holders of the B ordinary shares; A ordinary shares • means the A ordinary shares of [insert amount] each in the capital of the Company; B ordinary shares • means the B ordinary shares of [insert amount] each in the capital of the Company; eligible director • means a director who would be entitled to vote on the matter if proposed as a resolution at a meeting of directors; Add the following new clauses as required and renumber document accordingly: 1 Number of directors 1.1 The number of directors (excluding alternate directors) shall not be less than [two] in number[ nor more than [insert maximum number]] [ and shall be made up of [insert number] A directors and [insert number] B directors]. 2 Proceedings of directors 2.1 Subject to the provisions of these articles, the directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. 2.2 All business arising at any meeting of the directors or of any committee of the directors shall be determined only by resolution
PRACTICE NOTES
A company having a share capital may have different classes of share, with different rights attaching to each class. A company without a share capital may have separate classes of member with different rights. The existence of different classes of share or different classes of member in a company may give rise to the existence of class rights. If class rights exist, they may only be varied as permitted by the Companies Act 2006 (CA 2006). For more information, see Practice Note: Class rights and variation of class rights. What different types of share might a company having a share capital allot? Shares in a limited company having a share capital will always have a fixed nominal value (as required by CA 2006, s 542) and will usually be given a designation (or name), eg ordinary shares of £1 each. The nominal (or par) value represents the fixed monetary amount by which a share is denominated and represents the shareholder's liability to contribute to the assets of the company on its winding up. Any excess paid or agreed to be
GLOSSARY
Classes of title describes the categories of ownership recorded by the land registry, indicating the strength and quality of a registered proprietor’s title to land.In England and Wales, and Northern Ireland, the concept is set out in land registration legislation and practice rules. The main classes for freehold are absolute, possessory and qualified (and, in England and Wales, good leasehold for leasehold titles). Each class reflects different levels of security, the extent to which prior interests are investigated or guaranteed, and the risk of challenge. Lenders, buyers and conveyancers assess class of title when advising on marketability, due diligence and indemnity insurance.In Ireland, the Property Registration Authority also uses classes of title (including absolute, possessory and qualified), with similar practical implications for conveyancing, title investigation and enforcement of security.In Scotland, the Land Register does not use the same statutory classes of title terminology; instead, it records a single registered title, with any limitations or competing rights reflected in the title sheet and burdens. However, Scottish practitioners sometimes use “class of title” descriptively when comparing the security of different registered titles across jurisdictions.
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. Brexit 11 pm (GMT) on 31 December 2020 marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements came to an end and significant changes began to take effect across the UK’s legal regime. Title Council Directive 67/548/EEC of 27 June 1967 on the approximation of laws, regulations and administrative provisions relating to the classification, packaging and labelling of dangerous substances OJ P 196 of 16.8.1967 (the Directive) Entry into Force 26 June 1967 Deadline for Transposition 1 January 1970 Amending Documents See: Eur-lex linked documents. Regulation (EC) 1272/2008 Regulation (EC) No 1272/2008 of the European Parliament and of the Council of 16 December 2008 on classification, labelling and packaging of substances and mixtures, amending and repealing Directives 67/548/EEC and 1999/45/EC, and amending Regulation (EC) No 1907/2006 (the CLP Regulation)
CHECKLISTS
FORTHCOMING CHANGE relating to reverse hybrids: On 10 June 2026, the government opened a consultation on proposals which, if implemented, would allow UK resident individual members of US limited liability companies, and other reverse hybrid entities, to treat their holding on a transparent basis for UK income tax and capital gains tax purposes. This is intended to mitigate the high effective tax rates currently suffered by such members as a consequence of having to pay tax on a transparent basis in a foreign jurisdiction, but that entity being classified as opaque in the UK, with the result that double tax relief is not available. The tax treatment for corporation tax purposes would remain unchanged. This Checklist is for use when determining whether an overseas entity will be treated as transparent or opaque for UK tax purposes. This is especially relevant when working out the direct tax position of a UK-resident investor in the entity. The factors for consideration are based on HMRC’s guidance and the applicable UK case law, discussed further in Practice
Q&As
In relation to materials and goods on site, clause 2.21 of the JCT Design and Build Contract 2024 (DB 2024) provides that: ‘Where their value has been included in any Interim Payment, they shall upon such payment become the Employer’s property...’ We are not aware of any authorities in which the meaning of this provision have been considered. However, it appears likely that, provided that the value of the materials and goods has been included in the Gross Valuation of an Interim Payment (IP), the fact that the sum due may be zero would not prevent those materials and goods becoming the Employer’s property. We consider that this analysis is supported by the terms of the DB 2024—and is also consistent