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PRACTICE NOTES
This Practice Note is about the VAT treatment of partnerships, joint ventures and other entities in the context of property development and investment. It considers: • companies, general partnerships, limited partnerships, limited liability partnerships (LLPs), real estate investment trusts (REITs), co-owners and joint ventures • which entity needs to be VAT registered • which entity should opt to tax • the treatment of transactions between the parties • contributions and distributions, and • dealings with third parties Why does this matter? It is not always apparent how collaboration arrangements should be dealt with for VAT purposes, and who needs to charge VAT to whom. In some cases the position is genuinely unclear, and the supplies for VAT purposes may not reflect commercial reality. It is important to ensure that contracts deal adequately with the position. Companies A company is a relatively straightforward vehicle for holding property, but the points provide a basis for comparison with other types of entity. Registration and option to tax A company is a separate entity from its shareholders.
GLOSSARY
See vendor placing.
PRECEDENTS
This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR trading as [insert trading name] of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Vendor] [of OR trading as [insert trading name] of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Vendor), (each of the Vendor and the Customer being a party and together the Vendor and the Customer are the parties). Background (A) The Vendor is in the business of the development, manufacture and sale of [description of applicable products] and provides associated management inventory services. (B) The Customer wishes to purchase [description of applicable products] from the Vendor and have the Vendor manage its inventory with respect to the same. (C) The parties have agreed that the Vendor shall supply the Products and VMI Services (as both are defined below) to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that
GLOSSARY
It involves the buyer financing the acquisition in whole or in part by issuing new shares to parties'>third parties (usually institutional investors). Since the consideration for the placing is not for cash, there will be no requirement for the buyer to obtain or have a disapplication of any pre-emption rights that exist. Traditionally, the buyer allots new shares to the seller in exchange for shares in the target company. The seller agrees with the investment bank that the allotted shares are placed in the market by the investment bank for cash (or failing such placing, the investment bank agrees to purchase the shares), and the seller receives cash for the allotted shares.
PRACTICE NOTES
Originally authored by Timothy Murray, from Murray, Hogue & Lannis for Lexis Practical Guidance® US, and adapted for Lexis+® UK. This Practice Note discusses the operation, benefits, and challenges of vendor-managed inventory (VMI). VMI, or supplier managed inventory, is a supply chain strategy. A VMI arrangement provides for a streamlined approach to inventory management and product order fulfillment pursuant to which the vendor (or supplier or manufacturer) manages a customer's inventory. The customer outsources to the vendor the responsibility of monitoring and replenishing its inventory levels. See accompanying Precedent: Vendor managed inventory (VMI) agreement. Under a VMI system, it is the supplier, rather than the customer, that assumes the responsibility of tracking the customer's sales activities and inventory levels to determine when the customer needs additional products to meet the customer's needs. Instead of the supplier waiting to respond to and fill the customer's purchase orders, the supplier receives and/or monitors the customer's sales and inventory data, based on which information the supplier determines the timing and quantities of products needed to replenish the customer's inventory. In
NEWS
Law360: An ad hoc committee on 22 January 2025 declined to annul an arbitral award now worth more than US$8.5bn issued to ConocoPhillips in a 17-year-old dispute initiated after Venezuela nationalised three of the oil giant's projects, completely rejecting the country's challenge in a sweeping 356-page decision.
PRACTICE NOTES
NOTE—to see whether notification thresholds in Venezuela and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Venezuelan merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Venezuela? There have not been any recent developments regarding the Venezuelan merger control regime for the past decade, and we have no knowledge of any ongoing developments in this year for that matter. The Decree with the Rank, Value and Force of Law Against Monopolies (Decreto con Rango, Valor y Fuerza de Ley Antimonopolio) (Venezuelan Antimonopoly Law) (which repealed the Law to Promote and Protect the Free Exercise of Competition of 1992) entered into force in November of 2014 and has not been subject to reforms ever since. In truth, the activities of the Antimonopoly Superintendency—the main body responsible for regulating competition in the country—have
NEWS
Law360, London A DC Federal Judge enforced a US$1bn arbitral award against Venezuela in a dispute with three Exxon Mobil affiliates, saying the interim government's argument that the tribunal wrongly allowed the illegitimate government of president Nicolás Maduro to argue the case is foreclosed under DC Circuit precedent.
NEWS
Law360, London: The former vocalist of hard rock band Venom convinced a judge that its guitarist had infringed his copyright for four designs used on album covers—but his bandmate likewise persuaded the court that the singer had infringed his copyright for the group's first logo.
GLOSSARY
The term given to early-stage investments.
PRACTICE NOTES
Venture capital is a type of private equity investment provided to early stage, start-up businesses with little or no operating history. Background to venture capital investment Why seek investment? Businesses that seek venture capital investment are generally too small to raise capital in the public markets and are unable to secure debt finance. The combination of a lack of operating history and, in many cases, an unproven business model underpinned by untested technology, makes investing in such businesses a high-risk strategy. Investors interested in these types of businesses will usually bring technical, as well as managerial, expertise to the management team. However, they will look to make high rates of return on their investments because of their high-risk nature. Types of investment and investors There are different phases of venture capital investment, depending largely upon the stage of the investee company’s development and the level of investment required. First round investment in very early-stage businesses, or seed capital investment, is usually confined to family and friends of management, as well as business angels. Second and subsequent rounds
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