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PRACTICE NOTES
This Practice Note gives guidance on adding, removing or substituting parties before the end of a relevant limitation period pursuant to CPR 19. CPR 19.6 contains special provisions about adding or substituting parties after the end of a relevant limitation period—see Practice Note: Limitation—amending a party name and substituting or adding (joinder) of parties. Reasons for adding or substituting parties under CPR 19 CPR 19.1 provides that ‘any number of claimants or defendants may be joined as parties to a claim’. As a general rule, claimants are entitled to pursue which defendants they wish, and cannot be required to join defendants that they do not wish to sue (Smith v Michelmores Trust Corporation Ltd, applying Dollfuss Mieg et Compagnie SA v Bank of England). But this is subject to special cases for which different provision has been made by law, including by the rules of procedure, for example under CPR 64 (Smith v Michelmores Trust Corporation Ltd). A party may need to be added or substituted for a variety of reasons,
PRACTICE NOTES
This Practice Note provides an introduction to the legal matters that should be considered in connection with a company extending a public offer of securities to investors in the United States of America (US), including: • the available exemptions from SEC registration • the factors that drive disclosure • other regulatory considerations that impact on who can or will purchase the offered securities, eg: ◦ the US Investment Company Act of 1940 ◦ the Employee Retirement Income Security Act of 1974 ◦ US tax rules ◦ the US Securities Exchange Act of 1934 • the financial intermediaries that are able to offer the securities in the United States • whether the US investors expect to hold the securities of the non-US issuer directly or in the form of American Depositary Receipts • the restrictions that need to be imposed on publicity • the role of any US advisers A company and its
CHECKLISTS
Identity of new partner What is the name and address of the new partner? Is the new partner subject to any restrictions under any existing agreements or covenants (eg employment, partnership, joint venture, finance documents) that may impact upon their ability to join or commit to the partnership? Business details Will the business of the partnership remain the same after admission of the new partner? Will the name of the partnership change after admission of the new partner? Will the premises of the business change? If the partnership is registered for VAT, who will inform HMRC of a change of partners for VAT purposes? If the new partner is an individual, have they registered with HMRC as a partner for Self Assessment and National Insurance purposes? Partnership agreement and other documentation How does the existing partnership agreement provide for the admission of new partners? Will any changes be required to the
CHECKLISTS
General partners Does the limited partnership agreement provide for the admission of a new general partner? If yes, what is the procedure? If no, what new documentation will be required (eg deed of variation)? Will the existing general partner resign or be removed from office? What is the name and address of the new general partner? Will a deed of accession/adherence be required or will a deed of retirement be in place for the exiting
NEWS
Employment analysis: Amending an ET1 claim form to add a claim of direct disability discrimination (section 13 of the Equality Act 2010 (EqA 2010)) to an existing claim of discrimination arising in consequence of disability (section 15 of the EqA 2010) involves more than giving a new label to the already pleaded facts. As such, an amendment could not be granted without the Employment Judge first considering relevant factors, such as the extent of the factual differences and the time limit, before deciding whether to exercise the discretion to allow the amendment, according to the EAT.
NEWS
Dispute Resolution analysis: the court has resoundingly rejected an application by an insurer to join another insurer as an additional party, the application in effect being designed to establish in advance how much money was available from that insurer to meet any future claims. The application under CPR 19 and CPR 20 failed as there was no connection between the main proceedings and the issues between the two insurers. The application failed under CPR 3 since it was not the function of the court’s general case management powers to circumvent the effect of other specific rules in the CPR.
NEWS
Dispute Resolution analysis: The court struck out a series of amendments which sought to add a number of new claimants to an existing action in circumstances where the addition of those parties was sought, and the amendments were made, after expiration of the limitation period but before service of the claim form. The court similarly refused to allow the amendment of the names of the claimants (with the exception of one) in the same circumstances, there being real doubt as to the identity of the original claimants in the first place. The court also considered the correct route by which a defendant could seek the removal of any parties incorrectly added to the claim, and how consent to addition as a claimant falls to be signified for the purposes of CPR 19.4(4). Written by Christopher Snell, barrister at New Square Chambers.
NEWS
Law360: Addison Lee drivers who rent their vehicles are workers entitled to the national minimum wage when they are logged in and available to work, an employment tribunal has ruled in the latest successful UK group claim against a gig economy employer.
GLOSSARY
A further agreement between a State and the IAEA to improve the efficiency and strengthen the effectiveness of the IAEA safeguards system.
GLOSSARY
The earnings-related state pension.
NEWS
Restructuring & Insolvency analysis: Over the past week, reports have emerged about filings that have been made at Companies House marking a charge as satisfied, without the company’s or relevant lender’s knowledge. This article discusses the sudden reinstatement of charges by the Registrar and the importance of double checking the filings at Companies House. Written by John Alderton, partner, Russ Hill, partner, Monika Lorenzo-Perez, partner, Charlotte Møller, partner, Devinder Singh, partner, Vanessa Stuart, director and Rachael Markham, PSL at Squire Patton Boggs.
GLOSSARY
Any claim included in the same proceedings as the claimant's claim against the defendant other than a counterclaim.