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Before introducing a non-UK tax resident individual as a director of a UK company, the company should obtain advice from UK and non-UK tax advisers to ascertain any potential tax implications for both the company and the director. Tax considerations include (but are not limited to): • in which jurisdiction(s) will the company be taxable? • will that non-UK individual director increase the risk that the company might be or become resident outside the UK for tax purposes (for example where that non-UK director is resident) and therefore also taxable in that other jurisdiction? This depends on the domestic law on corporate residence in that jurisdiction, including, potentially, the role of the non-UK tax resident individual director, how many directors are on the
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What IP rights are there? Most businesses will be familiar with the main IP rights of trade marks, patents, design rights and copyright. However, many businesses will also have database rights, trade secrets and confidential information: • trade mark—A trade mark is a sign used to distinguish the goods and services of one undertaking from those of another. A brand name, design, or logo that a business trades under, to market its goods and services, may be registrable as a trade mark. A trade mark owner acquires the exclusive right to use the trade mark for the goods and services for which it is registered. Among other things, marks which are descriptive, or which are customary in the trade, cannot be registered. A registered trade mark can potentially be renewed indefinitely. For more information, see Practice Note: Introduction to trade marks • patent—A technical invention which is new, involves an inventive step, and is capable of industrial application may be patentable.
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Why be part of the online community? Social media is à la mode. The social media sites that the majority of businesses use are Facebook, Twitter, YouTube and LinkedIn. As well as using it to be part of a current marketing trend, businesses can reap huge rewards from networking, interacting with their customers through third party social media platforms (TPSMP) and from allowing their consumers to guide business decisions with their opinions and tastes. Also, use isn’t going to stop. It will continue to evolve though so it is important for businesses to understand it and know how to use it. Social networking encourages spontaneity and this combined with the fact that businesses tend to utilise social media through individuals such as employees and other staff, acting on the business’ behalf, or via its customers means that common legal issues should be scoped and catered for in advance. Terms of service Away from the platform of social media, businesses planning to embark on a programme of improvements
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General powers are provided to Local authorities (LA) by various Acts of Parliament including the Well-being of Future Generations (Wales) Act 2015 (WFG(W) 2015) for Wales. See Powers and duties—overview for further information. WFG(W) 2015 was introduced to increase local authorities' capability to act on behalf of their areas.
Q&As
This Q&A considers a scenario where consideration has been given, and discusses whether the tenant’s failure to give up vacant possession is sufficient to constitute occupation for business purposes, and accordingly, whether or not it may have given rise to security of tenure under the Landlord and Tenant Act 1954 (LTA 1954); for example, if the commercial lease was contracted out of LTA 1954, but the tenant has remained in occupation for business purposes since that time, has a periodic tenancy arisen which would accordingly be protected under LTA 1954? For further information, see Practice Notes: LTA 1954 business lease renewal—termination, LTA 1954 business lease renewal—proceedings and Q&A: Where a tenant remains in occupation after the contractual expiry of a contracted-out business lease, what is the nature of that occupation? Vacant possession Most modern leases usually contain an express covenant on the part of the lessee to yield or deliver up possession
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The law relating to prize promotions is substantially the same in Scotland as it is in England. In the scheme of legislative devolution to the Scottish Parliament, legislative competence over 'betting,
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Broadly, stamp duty is payable on documents and instruments, rather than in respect of a transaction. UK stamp duty is most commonly encountered on the transfer of UK certificated shares, where the stock transfer form is usually the instrument that is stamped and in respect of which stamp duty is paid. An electronic method of stamping has been in place since March 2020. Stamp duty is sometimes called a voluntary tax because HM Revenue & Customs (HMRC) cannot directly enforce its payment. While there is no strict legal obligation to pay any stamp duty chargeable on an instrument of transfer, in practice, stamp duty cannot normally be avoided for transfers of UK shares because: • unless a document or instrument is duly stamped (ie stamped, with the appropriate amount of stamp duty having been paid), exempt from stamp duty or adjudicated as not chargeable to stamp duty, it cannot be relied
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Unlike public companies, private limited companies are not required by the Companies Act 2006 (CA 2006) to hold annual general meetings (AGMs). However, private limited companies may include provisions in their articles of association requiring AGMs to be held. Where a private company’s articles contain provisions that require the directors to call an AGM and they fail to do so, they may be in breach of some of their statutory duties set out in CA 2006 (in particular, the duty to act in accordance with the company’s constitution for a proper purpose). In order to determine whether there has been a breach of these duties, careful analysis is required of the obligation to call an AGM versus the approach of the courts in determining if there has been a breach of a particular duty. Has there been a breach? In considering whether failure to call an AGM would result in any legal consequences
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Introduction The Russian invasion of Ukraine has seen traditional warfare and military conflict within the geographical parameters of a nation and the increased potential for cyber attacks affecting both national governments and global corporations. The US, UK, Europe and other countries have responded to the invasion by introducing a package of sanctions upon Russia and individual Russians, including financial sanctions, trade embargoes, export controls, and asset-freezes, as well as the removal of certain Russian banks from the SWIFT payment system. Sports boycotts have prompted the cancellation of events and seen dropped sponsorship deals. Individuals in Ukraine are seeking refuge or being conscripted, reducing the labour force, and infrastructure has been severely damaged. Travel to and from the affected area is severely restricted. The consequences of the conflict within the first week alone have been far-reaching and fast-moving. Any of these factors alone or in combination mean that performance under contracts—whether with Russian or Ukrainian parties (as primary or sub-contractors), or which rely upon
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Background The Timeshare, Holiday Products, Resale and Exchange Contracts Regulations 2010 (the Regulations) SI 2010/2960 apply to the sale and marketing of 'timeshare contracts'—a contract of a duration of more than one year under which a consumer, for consideration, acquires the right to use one or more overnight accommodation for more than one period of occupation (including boats and caravans). The Regulations only apply to contracts between a 'trader' and 'consumer'. A 'trader' is defined as a person acting for the purposes relating to that person's trade, business, craft or profession or anyone acting in the name or on behalf of such a person. This includes contracting parties or agents for contracting parties. Traders are under an obligation to comply with the Regulations and failure to do so would constitute a criminal offence (see below) Misselling Offences Pre-contractual key information SI 2010/2960, Regs 12–14 set out the key information which must be provided before a trader enters into a contract with a consumer. These include requirements relating to format in which
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There is no legal requirement that a Will must be dated, unless it appoints guardians of a minor and the lack of a date or the inclusion of a wrong date will not invalidate a Will (Corbett v Newey). However, as well as establishing that the Will has been duly executed in accordance with section 9 of the Wills Act 1837, it
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B2C In the UK, the legal requirements for the presentation of price information to consumers in the business-to-consumer (B2C) context are primarily governed by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (CCR 2013), the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024), and other overlapping legislation. These laws aim to ensure that price information is clear, accurate, and not misleading, enabling consumers to make informed transactional decisions. For a detailed list of information requirements, see: Key consumer information requirements—checklist. Under the CCR 2013, traders must provide the total price of goods, services, or digital content, inclusive of taxes (see CCR 2013, Schs 1–2). If the price cannot reasonably be calculated in advance, the trader must explain how the price will be calculated to allow the consumer to determine the total cost. Additionally, any delivery charges or other costs must be disclosed, or if they cannot be calculated in advance, the trader