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GLOSSARY
In the context of partial offers under Rule 36, if a certain consideration is offered for part of each shareholder’s holding and a lower consideration for the balance, such an offer may be treated as a form of partial offer in spite of the fact that the offer is being made for all voting equity share capital not already held. Rule 36.5 may apply and the Panel’s consent must be sought if any such offer is contemplated.
GLOSSARY
A dual national is a person who simultaneously holds the citizenship of two states (for example, British and Irish). The term is descriptive rather than a single defined statutory concept, but it is used across nationality, immigration and public law.The UK generally permits dual nationality (British Nationality Act 1981), and Ireland does likewise (Irish Nationality and Citizenship Acts). A dual national is treated as a full citizen by each state within that state’s jurisdiction: a British citizen has the right of abode in the UK; an Irish citizen has the right to reside in Ireland and EU citizenship rights. British and Irish citizens also benefit from the Common Travel Area. Persons born in Northern Ireland have a recognised birthright to be British, Irish or both.Practical issues include: acquisition and loss of citizenship; deprivation of British citizenship (which cannot render a person stateless); use of passports (often expected to use the state’s own passport for entry); immigration control (status as a citizen overrides any other nationality); and limits on diplomatic/consular protection when present in the other state of nationality. Usage and legal effects are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
PRACTICE NOTES
A company may be resident for tax purposes in two different countries—see Practice Note: When a company is UK tax resident—Can a company have multiple residencies for tax purposes? Although there may be disadvantages to this, such a company could also take advantage of domestic tax reliefs in each of the jurisdictions in which it is considered resident. For example, a company that is incorporated in the US but centrally managed and controlled in the UK will be resident in both the UK and the US (absent a competent authority agreement allocating sole residence under the UK/US double tax treaty, which is unlikely to be forthcoming). In the absence of rules to the contrary, this company could relieve its losses against the profits of both a UK tax group and a US consolidated group to which the company belongs. There are therefore provisions designed to prevent a dual resident investing company (DRIC) from obtaining double relief. This Practice Note explains the key anti-avoidance rules applying in the UK to DRICs, and also explains what constitutes
GLOSSARY
Handsets that can work with more than one different standard and/or at more than one frequency.
NEWS
Dispute Resolution analysis: The Dubai Court of Appeal in the Dubai International Financial Centre (DIFC) reaffirmed its earlier decision in Carmon Reestrutura v Lopes Cuenda [2024] DIFC CA 003, which had confirmed that the DIFC Courts could grant freezing orders in aid of foreign judgments to prevent dissipation of assets.
GLOSSARY
A financial centre and independent freezone in the Emirate of Dubai, UAE and a leading financial hub for the Middle East and Africa as well as for Islamic finance. The DIFC has its own independent judicial system and common law framework (the UAE and its Emirates are civil law jurisdictions), global financial exchange and financial regulator. The laws of the DIFC allow for any institution operating within the DIFC to select a legal jurisdiction of its choice when entering into contracts; in the absence of any express choice, the DIFC Courts will seize jurisdiction and parties may file disputes before the DIFC Courts.
NEWS
The Dubai International Financial Centre (DIFC) Courts will operate under new Law No. (2) of 2025, issued by Sheikh Mohammed bin Rashid Al Maktoum. The law establishes a Mediation Centre for alternative dispute resolution, defines the courts' jurisdictional scope over civil, commercial and labour claims and outlines frameworks for judicial appointments. It replaces DIFC Laws No. (10) and (12) of 2004, while maintaining existing regulations that do not conflict with the new provisions. The law grants exclusive jurisdiction to DIFC Courts over cases involving DIFC bodies and institutions.
NEWS
Law360: According to a statement made last week, Dubai will be home to the world’s first court of the blockchain.
NEWS
MLex: Ireland’s Data Protection Commission (DPC) has fined the City of Dublin Education and Training Board (CDETB) 125,000 euros, after finding multiple GDPR breaches linked to a data breach in 2018 that affected around 13,000 student grant applicants, whose personal data were exposed on a malware-infected webserver. CDETB had failed to implement proper security measures, didn’t notify the DPC or affected individuals on time, and ignored a direct order to notify data subjects, the watchdog said.
GLOSSARY
When the owners of ducts and trenches let other service providers pay to access them.
GLOSSARY
Due and owing describes a sum of money that is currently payable and legally enforceable, rather than merely anticipated or contingent. In practice, it is used in contracts, loan agreements, settlement documents, pleadings and insolvency contexts to identify debts that have fallen due under their terms and are not disputed, suspended or subject to a condition precedent.The phrase is not generally defined in UK or Irish legislation, but is a well‑established expression in case law and commercial drafting across England and Wales, Scotland, Northern Ireland and Ireland, with broadly consistent usage. Courts typically treat a debt as “due and owing” where the time for payment has arrived, the amount is ascertainable, and no valid defence, set‑off or counterclaim prevents immediate enforcement.The distinction between sums that are “due and owing” and those that are future, contingent or disputed is important for limitation periods, drafting of payment clauses, determining events of default, and assessing solvency (for example, whether a company is unable to pay its debts as they fall due).
GLOSSARY
Due diligence means that all reasonable precautions were taken and all due diligence was exercised to avoid the commission of the offence. This requires the defendant to produce evidence of the system and procedures it has devised in an effort to avoid unfair practices.