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PRECEDENTS
This Precedent is a table (downloadable in Word or Excel format) in which a transferor may record employee liability information (ELI) in order to disclose it to a transferee in accordance with the requirements of regulation 11 of Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE 2006). It
PRECEDENTS
Up to date as at [insert date] The Financial Action Task Force (FATF), and the UK government consider the countries below to have deficiencies in their anti-money laundering (AML), counter-terrorist financing (CTF) and counter-proliferation financing regimes. We must apply enhanced due diligence (EDD) and enhanced ongoing monitoring in any transaction or business relationship with a person established in a FATF call for action country. You should refer to our [AML, CTF and counter-proliferation financing policy] for further information on EDD and enhanced ongoing monitoring. FATF Call for Action—EDD applies The following countries are those currently appearing on the FATF's High-Risk Jurisdictions subject to a Call for Action list. Where a business relationship or relevant transaction involves a person established in one of these jurisdictions, EDD and enhanced ongoing monitoring must be applied. The MLR 2017 also prohibits reliance on a third party established
PRACTICE NOTES
Priorities of creditors On an insolvency, most countries have rules governing the order in which creditors can be paid out of the debtor's estate, sometimes known as the waterfall of payments. Certain categories of creditor may benefit from preferential status for all or part of their claim. If there are various possible countries where the restructuring/insolvency may be conducted, the different order of payment of creditors may be a relevant factor for deciding where to commence proceedings (see Practice Note: Forum shopping and practical ways to move COMI). Country Order of priorities Lexology Panoramic Guide (see in particular Qs 38–41) Austria 1. Preferential claims—costs of the insolvency proceedings, disbursement of expenses for the insolvency estate’s maintenance and management, certain early termination claims, claims for fulfilment of contracts that require performance by the debtor and the other party (provided that the insolvency administrator has decided to fulfil such contracts), the remuneration of certain creditors’ associations that participate in the proceedings, and pension deficiencies accrued after the opening of insolvency proceedings2.
PRACTICE NOTES
After the transition period From 31 December 2020 onwards, the transition period ended, the UK is no longer treated as an EU Member State and various Brexit SIs kicked in. Essentially, the key operative parts of the Regulation (EU) 2015/848 (OJ L141/19), Recast Regulation on Insolvency [EU Recast Regulation on Insolvency] on automatic recognition fell away (see Practice Note: Brexit—impact on Recast Regulation on Insolvency), as well as EU Brussels I (recast), so while jurisdiction to open certain insolvency proceedings for foreign companies may still exist, their subsequent recognition in the other remaining EU Member States may be more problematic. However, although we lose the main operative parts of the EU Recast Regulation on Insolvency, the UK and many EU Member States have sophisticated comity rules. Additionally, EU Rome I is largely unaffected and continues to determine the law applicable to contractual and non-contractual obligations post Brexit. Various Brexit SIs kicked in on 31 December 2020, including:
PRACTICE NOTES
Due to the complexities of the legislation governing business asset disposal relief (BADR) and the legislation governing the tax treatment of enterprise management incentives (EMI) options, and the interaction between these two pieces of legislation, the timing for exercising an EMI option and then selling the exercised shares is critical to determining whether full tax relief for the EMI option as well as BADR will be available. Below is a table summarising the income tax, National Insurance contributions (NICs) and Apprenticeship Levy (AL) treatment of EMI share options on grant and exercise and the capital gains tax (CGT) and BADR treatment on the disposal of the shares acquired pursuant to the exercise of EMI share options, depending upon the timing of exercise and sale. For the purposes of this table, the following assumptions have been made: • the share options were granted after 6 April 2013 and are qualifying EMI share options exercised
CHECKLISTS
This Table gives the practitioner a handy overview guide to the differences between a strict settlement and a trust for sale in order to enable the correct application for a grant to be made. It should be read in conjunction with Practice Note: Settled land grants. Settled land (strict settlements) Trusts for sale Governed by the Settled Land Act 1925 (SLA 1925) Governed by the Law of Property Act 1925 (see also Trusts of Land and Appointment of Trustees Act 1996) The legal estate
CHECKLISTS
Senior Courts Act 1981, s 116 Administration of Justice Act 1985, s 50 Jurisdiction High Court has power to pass over a Personal Representative (PR), ie someone who would otherwise be entitled to a grant, even if they have intermeddled.Flexible—exercisable by reason of ‘any special circumstances’ and when ‘necessary or expedient’. High Court has complete discretion to make an order to:• appoint a person to act as PR in place of the existing
PRACTICE NOTES
CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the cancellation of the investigation on 14 September 2020 after the abandonment of the transaction; it is no longer maintained. See further, timeline. Case facts Outline UK merger investigation into the anticipated acquisition by Taboola.com Ltd of Outbrain, Inc. The parties overlap in the supply of, amongst other things, content recommendation to publishers, including major UK news sites. Latest developments On 23 September 2020, the CMA published a notice (dated 22 September 2020) formally cancelling its phase 2 investigation after the parties decided to abandon the proposed transaction. Parties • Taboola.com Ltd (Taboola):Taboola is active in the provision of digital advertising services, including content recommendation through a platform placed on publishers’ webpages which displays ads for external content that users may be interested in reading under headings such as ‘Content You May Like’,’Recommended for You" or ‘Around the Web’. Its customers include advertisers (which include individual firms, media agencies and digital advertising service providers), publishers, digital media platforms and readers of publishers’ websites.•
NEWS
Arbitration analysis: Arbitration is a ‘creature of contract’, so it is based on the parties’ consent to arbitrate. Ideally both parties give their consent expressly, while in other cases party consent may be inferred only from conduct before or during the arbitral proceedings. This article analyses how arbitration agreements can be concluded tacitly under Hungarian law. Written by Richard Schmidt at Smart Legal.
GLOSSARY
Coordinated behaviour between different undertakings which is possible due to the nature of the market without the need for the undertakings to reach an agreement.
GLOSSARY
In relation to leases (and some other contracts eg Partnerships), implied reletting (or continuance) where no notice of termination is given; the renewal is for one year if the lease is for a year or more or for the period of the lease if the lease is for less than a year. Continuance of other contracts is usually from year to year
PRACTICE NOTES
In Scotland, at common law, a lease does not actually end on the specified expiry date (ish) unless: • either party gives correct and timeous notification of termination • follows this up by acting on that notice, and/or • the tenant in a separate document confirms that the lease will end, and that they will vacate, on the specified termination date Tacit relocation applies whether the lease was originally concluded: • formally • informally as a result of circumstances where rei interventus applies, or • orally See: Introduction: Stair's Laws of Scotland (Stair Memorial Encyclopaedia) [373]. Tacit relocation does not apply to seasonal leases where no notice of termination is required, eg seasonal sporting leases or leases for grazing or mowing. For further information, see: Leases affected: Stair Memorial Encyclopaedia [375]. Effect of tacit relocation The rule of tacit relocation (or silent re-letting) is that if neither party has given notice of their intention to terminate the lease at its ish, the parties are presumed to have