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PRECEDENTS
This Agreement is made on [insert date] Parties 1 [insert name of Manager], a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Manager); and 2 [insert name of artist] of [insert address] 3 [insert name of artist] of [insert address] 4 [insert name of artist] of [insert address] 5 [insert name of artist] of [insert address] the second, third, fourth and fifth parties to this Agreement being, jointly and severally, referred to as the Artists, which expression shall be deemed to include the Associates, personal representatives, executors, successors and assignees of the Artists where the context so admits. The parties agree: 1 Definitions and interpretation 1.1 The following definitions apply in this Agreement: Agreement • means this agreement and any and all schedules and annexes attached to it or incorporated in it by reference; [Artists’ Advances • means all loans and other advances made to the Artists by the Manager[ or by any Associate of the Manager];] Associate • means any person, firm or company which is connected (as defined in section 993 of the Income Tax Act 2007) to the relevant
GLOSSARY
A collection of personal pension plans provided by an employer to its staff.
GLOSSARY
Collection of personal pension plans with the same provider in which employees of an employer participate.
PRACTICE NOTES
The introduction of personal pensions in 1987 was heralded as offering new choices for self-employed and employed individuals. However, it soon became apparent that the new product could also be marketed to employers. The group personal pension (GPP) product rapidly arose to fill this gap in the market. At its simplest, the GPP product can be described as a series of individual personal pension plans written under a single personal pension scheme and administered by the product provider for the employees of a single employer or group of employers. GPPs can thus be described as ‘workplace personal pension schemes’. As a result, certain requirements apply to GPPs which do not apply to personal pension schemes used outside of a workplace context. For instance, GPPs must be governed by independent governance committees (IGCs) (see Group personal pensions—principal legal features below) and restrictions apply in relation to member-borne charges. For further information on the workplace requirements applicable to GPPs, see Practice Note: Personal pensions—an introduction—Features specific to workplace personal
PRACTICE NOTES
Civil justice reform: see our Practice Note: Civil justice reform in Scotland—virtual hearings and electronic submission of documents for guidance on the current rules and practice in the Scottish civil courts in relation to virtual hearings and the electronic signing, transmission and lodging of documents. This Practice Note introduces group procedure in Scottish civil litigation and considers the initial applications that require to be approved by the court before group proceedings may be brought. It begins with a brief review of the origin of, and statutory framework applicable to, group procedure. It then examines the two applications that require to be approved by the court before group proceedings may be launched, namely, the application to authorise the proposed representative and the application for permission to bring group proceedings. For guidance on how group proceedings are dealt with after permission has been granted, see Practice Note: Group procedure in Scottish civil litigation—procedure after permission granted. For guidance on:
PRACTICE NOTES
Civil justice reform: see our Practice Note: Civil justice reform in Scotland—virtual hearings and electronic submission of documents for guidance on the current rules and practice in the Scottish civil courts in relation to virtual hearings and the electronic signing, transmission and lodging of documents. This Practice Note is the second of two notes examining the Scottish class actions mechanism termed ‘group procedure’, specifically how group proceedings will be dealt with after permission has been granted. It begins by examining the permission order issued by the court, the date of commencement of group proceedings and the processes for joining and withdrawing from the group. It then examines how defended group proceedings are dealt with in terms of case management, disposal, appeals and settlement. For guidance on the procedure up to the granting of permission, see Practice Note: Group procedure in Scottish civil litigation—authorisation and permission. For guidance on: • issues to consider before bringing a civil claim in a Scottish
GLOSSARY
This relief enables one company (the surrendering company) to surrender its current trading losses, capital allowances, non-trading deficits on loan relationships, excess management expenses, excess property business losses, excess non-trading losses on intangible fixed assets and excess charges on income, to another company (the claimant company), provided that both companies are in the same group throughout the relevant and respective accounting period(s).
PRACTICE NOTES
Why does it matter? It is common for corporate entities to operate within a group, ie several companies under common ownership. The basic UK corporation tax rules operate on a company by company basis and could in some circumstances result in unfair tax consequences for companies within such a group. As a result there are a number of UK tax rules which aim to eliminate or minimise such consequences. In some jurisdictions this is achieved by treating all the members of the group as one single taxable entity. In the UK, however, there are a number of different rules which provide specific reliefs to group members. The group relief rules allow companies within a group to surrender certain losses between certain members of the group, giving groups more flexibility in the use of losses than single companies. This Practice Note explains what forms a loss relief group for the purposes of the group relief rules and, since 1 April 2017, also for the purposes of the rules on group relief for carried-forward losses. For more information on other
PRACTICE NOTES
This Practice Note considers the types of losses that can be surrendered by way of group relief and group relief for carried-forward losses. A company can surrender the following types of current year loss by way of group relief: • a trading loss • a capital allowance excess • a non-trading loan relationship deficit (NTLRD) • qualifying charitable donations • a UK property business loss • management expenses, and • a non-trading loss in respect of intangible fixed assets (NTLIFA) A company can also surrender the following carried-forward losses by way of group relief for carried-forward losses, provided that the loss was originally incurred on or after 1 April 2017: • a carried-forward trading loss • a carried-forward NTLRD • a carried-forward UK property business loss • carried-forward management expenses, and • a carried-forward NTLIFA A capital loss cannot be surrendered by way of group relief. However, a company with a capital loss can transfer that loss to another company within the same chargeable gains group, see Practice Note: Capital losses
PRACTICE NOTES
THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL DEFINED BENEFIT PENSION SCHEMES THAT ARE SUBJECT TO THE EMPLOYER DEBT REQUIREMENTS Corporate restructurings can frequently give rise to an employment cessation event, for example, where transfers of employees between group companies or significant redundancies take place as part of the exercise. An employer debt under section 75 of the Pensions Act 1995 can therefore be triggered, which could defeat the purpose of the group reorganisation (invariably to save money for the group and/or to improve its financial sustainability). For more information on ‘employment cessation events’, see Practice Note: When is a section 75 debt triggered? — An employment cessation event occurs in a multi-employer scheme Two easements from the employer debt requirements were introduced in April 2010 under the Occupational Pension Schemes (Employer Debt and Miscellaneous Amendments) Regulations 2010, SI 2010/725: • the general easement • the de minimis easement Both easements are available to employers undertaking group restructuring exercises. If a corporate restructuring qualifies for either easement, it
PRACTICE NOTES
Purpose SYSC 12 in the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) in the Financial Conduct Authority (FCA) Handbook sets out how the systems and control requirements apply when a firm is part of a group, requiring them to assess the potential impact of risks arising from other parts of the group as well as from its own activities. Dual regulated firms should also take note of the parallel rules in the following Parts of the Prudential Regulation authority (PRA) Rulebook: • Group Risk Systems (which applies to CRR firms), and • Conditions Governing Business—3 Risk Management (as applied by Group Supervision—17 Risk Management and Internal Control) (which applies to UK Solvency II firms) In this Practice Note, links to the rules in SYSC 12 are accompanied by links to the corresponding provisions in the PRA Rulebook. For information on the risk control requirements in SYSC 7, see: Practice Note: Risk control—financial services firms. Principles for business The rules in SYSC 12 support Principle 3 (Management and control) of the Principles for Business
NEWS
The French Data Protection Authority (CNIL) has fined Groupe Canal+, publisher of channels and distributor of pay-television offers, €600,000 for breaching Articles 12, 13, 14, 15, 21, 28, 32 and 33 of the EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR). This follows complaints from individuals that encountered difficulties in having their rights considered in the context of commercial prospecting that Groupe Canal+ carried out.