What is an LLC and how is it different to other forms of business organisation? A limited liability company (LLC) is a legal form of business organisation in the US. A US LLC is essentially a hybrid entity, combining certain features of both a corporation and a partnership. A US LLC is akin to a private limited company in the UK in that it affords its owners limited liability protection, while having the added benefit (subject to elections made by a specific entity) of being potentially fiscally transparent (like a partnership) for tax purposes. For those LLCs who are deemed or elect to be tax transparent, all profits and losses pass directly to their owners, who are members rather than shareholders, and tax is therefore imposed on the LLC members as opposed to on the entity itself. However, despite the potentially advantageous tax status of LLCs, the question of how members of LLCs are treated for tax purposes in different jurisdictions is not always straightforward. As an example, the taxation of UK LLC members

Private equity-backed companies The issues facing private equity-backed companies when using shares to incentivise employees are similar to those faced by all companies. However, there are some particular features of these sorts of companies that need to be considered. Private equity investments are usually structured using a holding company which in turn holds shares in the trading company. Often there may be intermediate holding companies in between the holding company and the trading company. The owners behind the holding company in addition to management investors will usually be one or more partnerships or funds. Control: Qualifying to grant tax-advantaged options Depending on the shareholding held by a private equity investor and the control rights it has in the company’s articles of association and any investment agreement, the company issuing the shares ('issuing company') may well be treated as being under the control of another company. This is a problem where the issuing company wishes to operate tax-advantaged enterprise management incentives (EMI) options and company share option plan (CSOP) options (see: EMI

Introduction Partnerships of all sizes continue to struggle with how best to design a partner remuneration structure that is fair, motivates the right behaviours, and supports strategic growth. Today's world is increasingly complex, challenging, and unpredictable. Volatility and uncertainty are the new catchwords for business leaders globally. As firms evolve, so too must the systems by which they evaluate and reward their owners. What does this mean for the partnership model? How can firms build resilience to not only survive but thrive in this new reality? This Practice Note explores the current state of partner remuneration models, highlights emerging themes and innovations, and considers the question of whether a partnership's model is future-proofed. Evolution of partnerships Traditionally, partnerships were relatively small and collegiate. Partners worked together in one office, often shared profits equally, and rarely left the firm before retirement. However, the professionalisation and internationalisation of services industries over the past 30 years have radically changed the partnership model. From the 1990s onwards, lateral partner movement,

This Practice Note analyses common methods of incentivising suppliers in outsourcing arrangements. It covers services credits, earn back, service bonuses, gain sharing and results-based contracting. It also addresses some general oversight arrangements including step-in, benchmarking and audit rights. Most outsourcing contracts will contain a range of mechanisms intended to incentivise suppliers by either punishing poor performance, or rewarding performance that exceeds the required level. This Practice Note focuses on the following common methods of supplier incentivisation: • Service credits, earnback and service bonuses • Late delivery payments and early delivery bonuses • Gainsharing • Results-based contracting • Oversight arrangements The tools discussed below are only part of a wider picture when it comes to incentivising supplier performance. Outsourcing contracts are often long-term arrangements requiring an ongoing relationship between the parties. As such, it often makes sense for the customer to recognise that: • it may be prudent to take a reasonably balanced approach and avoid trying to allocate all risks onto the supplier • it has an ongoing role

Inchoate offence is criminal offences designed to punish the acts prior to the committing of another crime.

Dispute Resolution analysis: Mr Justice Edwin Johnson addressed the incidence of costs following an unsuccessful attempt by the defendants in a fraud case to discharge the freezing injunctions which had been obtained against them by the claimants. The defendants, relying on the recent case of Al Assam v Tsouvelekakis argued that the costs of the applications should be reserved to the trial judge. Edwin Johnson J held that the defendants should meet the claimant’s costs, save for the costs of the initial without-notice applications. In so holding, he expressly disagreed with the reasoning of the judge in Al Assam. Written by David Juckes, barrister at Hailsham Chambers.

Copyright in a work is not infringed by its incidental inclusion in an artistic work, sound recording, film or broadcast. Therefore, a film made on location at South Bank, London would not infringe copyright in buildings or music (caught because it was being played in the background during filming) included incidentally in it. What is ‘incidental’ depends on circumstances of each case.

A provision containing a definition in terms that it includes one or more specified things has the effect of extending the scope of the definition beyond the (relatively) obvious to include whatever is specified.

Public Law analysis: This case concerns the dichotomy between protecting a bidder’s confidential information versus ensuring that the claimant has enough information to determine whether it should pursue its claim. The court held that while the preferred bidder (Bolt Operations UK Ltd (Bolt)), had legitimate commercial concerns as to the risk of highly sensitive information being leaked and/or misused, this was overridden by the legitimate interest of the claimant (Lime Technology Ltd (Lime)) in ensuring that it had access to the relevant documents to determine whether it had sufficient credibility to justify pursuing the challenge before the court. This case re-emphasises that the inclusion of a client representative in a confidentiality ring is the norm, not the exception, and in procurement challenges, needs to occur at an early stage. It also emphasises that the client representative should enter into suitable confidentiality undertaking to protect the confidential information. Written by Colin Murray, partner at DWF Law LLP and Rowan Scarth, solicitor at DWF Law LLP.

The Income Tax Law (Jersey) Amendment Order 2025 was made on 25 February 2025 and comes into force on 26 February 2025. Schedule 5 of the Income Tax (Jersey) Law 1961 has been amended by the substitution of paragraph 13, which specifies that, despite the definition of 'distribution' in Article 3AE, tax under Case V of Schedule D, will not be charged on items that were not chargeable before the commencement of that Article.

Section 694A of Income Tax (Trading and Other Income) Act 2005 (ITTOIA 2005) and the Individual Savings Account (ISA) (Amendment No 3) Regulations, (ISA Regulations) SI 2017/1089 which inserted SI 1998/1870, reg 2G mean that, from 6 April 2018, income and gains from ISA investments received by the personal representatives of a deceased account holder, or by a beneficiary to whom the ISA is distributed, will be exempt from income tax and capital gains tax during the administration of the deceased’s estate or the lesser period set out in ISA Regulations, SI 2017/1089. ITTOIA 2005, s 694A, subsections (4) and (5) provide that: ‘(4) Investments are “administration-period investments” if— (a) an individual dies, and (b) immediately before the individual’s

This Practice Note details the statutory requirement under section 25 of the Matrimonial Causes Act 1973 (MCA 1973), and Schedule 5, Part 5 to the Civil Partnership Act 2004 (CPA 2004), for the court to consider the income and earning capacity of the parties when determining an application for a financial order. It also sets out the approach in relation to quantifying income, primary carers, employment choices, future and past income, parties who are not employed and earning capacity. By virtue of MCA 1973, s 25(2)(a), the court must give consideration to: '…the income, earning capacity, property and other financial resources which each of the parties to the marriage has or is likely to have in the foreseeable future, including in the case of earning capacity any increase in that capacity which it would in the opinion of the court be reasonable to expect a party to the marriage to take steps to acquire.' Equivalent provision is set out in CPA 2004, specifically CPA 2004, Sch 5 Pt 5, para 21(2)(a). The