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GLOSSARY
An angel investor is a high-net-worth individual who provides early-stage equity or quasi-equity finance to start-ups or growth companies, typically before institutional venture capital investment. In UK and Irish legal practice, the term is descriptive rather than a defined legal concept in company or securities legislation, though it is used widely in corporate, tax and financial regulation contexts.Angel investment is usually structured through ordinary shares, preference shares, convertible loan notes or advance subscription agreements, often documented via subscription and shareholders’ agreements. Key legal issues include valuation, dilution, minority protection, governance rights (board seats, vetoes), exit provisions and compliance with financial promotion restrictions under UK and Irish securities laws.Lawyers advising angel investors or investee companies will consider tax reliefs (for example, the UK’s EIS/SEIS regimes, Ireland’s Employment and Investment Incentive), due diligence, intellectual property ownership, and fit with later funding rounds. Across England & Wales, Scotland, Northern Ireland and Ireland, the expression “angel investor” is used consistently in practice, with differences arising mainly from local company, tax and regulatory frameworks rather than from any divergence in the underlying concept.
NEWS
Private Client analysis: It has now been some time since Angela Rayner resigned as the UK Deputy Prime Minister after her admission that she underpaid stamp duty land tax (SDLT) on the purchase of her £800,000 flat. This has provided much needed space to understand the circumstances and background in which the transaction was made which provides a stark warning to solicitors, licensed conveyancers and tax advisers. Written by Raghav Trivedi, barrister at St Philips Chambers in Birmingham.
NEWS
Sittings at Courts 1 & 2, Anglesea Street Courthouse, Cork are cancelled on 8 July 2024 due to the death of Judge Elizabeth MacGrath as a mark of respect. All parties with matters listed for 8 July will be notified of the adjourned date this week.
PRACTICE NOTES
CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 1 May 2012; it is no longer maintained. See further, timeline NOTE–on 26 April 2018, following a request under the undertakings accepted in relation to this transaction, the CMA approved Tarmac’s reacquisition of certain assets of Breedon Group PLC. Case facts Outline UK merger investigation into the joint venture between Anglo American PLC and Lafarge SA. Latest developments On 1 May 2012, the CC issued its final report and cleared the JV subject to divestment. The parties agreed a divestiture package with the CC, including the divestment of Tarmac's stake in MQP, primary aggregate, RMX, cement, asphalt and RMX plants and linked rail depots There was a subsequent market investigation into the supply of aggregates, cement and RMX in Great Britain. A provisional report has found evidence
PRACTICE NOTES
1. What is the applicable legislation? Private Investment in Angola, whether it is considered FDI or not, is regulated by the Law No. 10/18, of 26 June 2018, as amended by Law No. 10/21, of 22 April 2021, which approved the Private Investment Law (PIL). In addition to this, Private Investment (and thus FDI) is also regulated by Presidential Decree No. 250/18, of 30 October 2018 (as amended by Presidential Decree No. 271/21, of 11 June 2021), which regulates the PIL and establishes the procedures for registration of a Private Investment Project. It is also important to reference the Tax Benefits Code, approved by Law No. 8/22 of 14 April 2022, which establishes the tax benefits and incentives applicable to the privates investment projects 2. Which government or other body (or bodies) reviews foreign investments? The Agency for Private Investment and for the Promotion of Exports (AIPEX) was created by Presidential Decree No. 81/18, of 19 March 2018, and is the public entity with administrative, financial, and patrimonial independence that is responsible for reviewing foreign investments in
PRACTICE NOTES
NOTE—to see whether notification thresholds in Angola and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Angolan merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Angola? Law No. 5/2018 of 10 May 2018 (the Competition Act) established a modern legal framework for competition law in Angola and created the Competition Regulatory Authority (the Authority) to enforce it. The Competition Law Regulations were approved by Presidential Decree No. 240/18 of 12 October 2018, and additional rules formally establishing the Authority were adopted in December 2018. More recently, the notification forms regulation was approved in January 2020, followed by the filing fees regulation in February 2021. The Authority became operational in 2019 and has since been regularly receiving merger notifications. Between 2019 and 2024, the CRA reviewed a total of 73 merger filings, 14 of which were submitted in 2024 alone. Most notified transactions involved the oil and gas sector, followed
GLOSSARY
Animal testing refers to the use of live animals in experiments or procedures for scientific, medical, cosmetic, educational or regulatory purposes, often in the context of product safety or biomedical research. In UK law, the practice is primarily regulated by the Animals (Scientific Procedures) Act 1986 (ASPA), which requires a project licence, personal licence and establishment licence, and imposes controls on the care, use, pain relief and euthanasia of “protected animals”. The concept overlaps with statutory terms such as “regulated procedures” under ASPA. In Ireland, animal testing is governed by legislation implementing Directive 2010/63/EU, with a similar licensing and inspection regime, and parallel concepts such as “procedures” on protected animals. Across England & Wales, Scotland, Northern Ireland and Ireland, animal testing law is underpinned by the Three Rs (replacement, reduction, refinement) and engages administrative, criminal and regulatory law. The term is significant in advising on compliance, challenging or defending enforcement action, drafting research protocols, procurement and ethics policies, judicial review of licensing decisions, and navigating overlapping regimes on medicines, chemicals, veterinary products and cosmetics.
NEWS
PI & Clinical Negligence analysis: The claimant failed to satisfy either limb of section 2(2)(a) of the Animals Act 1971 (AA 1971). The court held that the degree of ‘particularity’ to be applied in determining the likelihood of injury and likelihood of severe injury must not be so high as to mandate a conclusion or too general to render the assessment artificial. For the purposes of AA 1971, s2(2)(b) the court found that where the horse simply saw or heard something or thought it saw or heard something in its environment and shied, the claimant could not prove the horse was reacting to a perceived threat, and therefore there was no ‘characteristic’ behaviour. Alternatively, if there was, then the characteristic behaviour was not referable to a particular time or circumstance, and the claim would still fail under AA 1971, s 2(2)(b). The court held that the claimant had dishonestly embellished the extent of her injuries, but due to her disclosing certain facts (prior to the defendant’s disclosure of surveillance material) and given such dishonesty going only to the value of PSLA, that dishonesty was not fundamental, by a narrow margin. Written by Georgina Crawford, barrister at Ropewalk Chambers.
NEWS
Law360, London: The Court of Justice ruled on 9 July 2026 that a company isn't liable for copyright infringement if it uses adequate geo-blocking measures to restrict access to a publication that is still protected in some jurisdictions.
GLOSSARY
In public law children proceedings annex documents are those specified in the Public Law Outline to be annexed/included with Form C110A (application for a care or supervision order and applications for other orders under Part IV of the Children Act 1989) and filed with the court.
NEWS
Property analysis: In a case of interest to property litigators, the High Court has found that a restrictive covenant created on 6 April 1922 concerning land in the centre of Bath (part of which is the home of Bath Rugby club) remained enforceable by a group of local residents. In reaching that conclusion, the court considered the law relating to the requirements for the annexation of the benefit of restrictive covenants such as may render them enforceable between successors in title to the original parties to the covenant. In a separate judgment on costs the court interpreted and applied the rule of practice which afforded favourable treatment to defendants to such claims; in this case awarding the defendants who had opposed the claim their costs on the indemnity basis throughout. Written by William Moffett, barrister at Radcliffe Chambers and counsel to the seventh and eighth defendants in this case. He also represented the third, fourth, seventh and eighth defendants on the question of costs.
PRECEDENTS
Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release [Recommended] [cash] offer (the Offer) by [Insert name of offeror] for [Insert name of offeree] PLC Offer unconditional[ in all respects] On [insert date of Rule 2.7 announcement], the board[s] of [insert full name of Offeror][ and [insert full name of Offeree]] announced under Rule 2.7 of the Code that [[Offeror] had made OR they had reached agreement on the terms of] a[n] [ recommended] [ cash] offer[ to be made by [Offeror]] to acquire[ the entire issued and to be issued] ordinary share capital of [Offeree]. The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by [Offeror] on [insert date of offer document] (the Offer Document). Other than as expressly set out in this announcement, the terms used