A partnership is not a legal entity but is a relationship between partners. It is defined in the Partnership Act 1890 as ‘the relation which subsists between persons carrying on a business in common with a view of profit’. When the composition of a partnership changes, eg a partner dies or retires from a partnership or a new partner is admitted to a partnership, the partnership in existence immediately before the change is dissolved. See Hadlee v Commissioner of Inland Revenue [1989] 2 NZLR 447 (not reported by

A share for share exchange transaction is a transaction which involves a buyer acquiring the shares in a private limited company (the target company) from the target company’s shareholders (the sellers) and allotting/issuing shares in the buyer (consideration shares) to the sellers as the consideration for such purchase. The buyer provides this form of consideration to the sellers instead of, or in addition to, other forms of consideration such as cash. It follows therefore that the documentation required to carry out such a transaction will be primarily the same as for a share purchase acquisition where the consideration is in the form of cash, save for any relevant changes required for the consideration shares to be issued. This acquisition structure clearly has a cash flow advantage for the buyer but, where certain conditions are satisfied, the exchange of shares is also treated as a form of reorganisation for tax purposes and

Personal representatives (PRs) can transfer assets to beneficiaries in any way appropriate for the lifetime transfer of such property. In the case of real property, the Law of Property Act 1925, section 52 requires a conveyance for creation of a legal estate in land to be by deed. Land Registry form TR1 is usually used for these purposes, assuming the land is already registered. If the land is not registered, then form FR1 (first registration) should be used instead. Alternatively, PRs may use the less formal method of transfer by way of assent, under section 36 of the Administration

Practice Note Disclosure under CPR 31—introduction contains information on the general obligation to give disclosure under CPR 31 and the differences in the obligation depending on the track in which the claim is proceeding. If the claim is in the multi-track, the obligations that will arise and the ‘menu’ options that the court can

Under rule 10.14 of the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 and IR 2016, SI 2016/1024, Sch 4, a bankruptcy petition must be served by means of personal service on the debtor. Reference should also be made to paragraph 12.7 of the Practice Directions Insolvency Proceedings (PDIP) which provides that, where personal service of the bankruptcy petition on the debtor is not practicable, service by other means may be permitted by the court. According to PDIP, para 12.7, service by other means requires certain steps to have been taken prior to an application to court seeking an order for substituted service, and may include personal calls at all the debtor's residential addresses, and a letter to the debtor referring to the attempts to

Where a premium listed company is amending or approving certain documents and such documents are not circulated to the shareholders, they must be displayed at the general meeting at least 15 minutes before and for the duration of the meeting. The relevant documents are: • the articles of association • any employee share scheme or long-term incentive plan • any trust deed or equivalent document securing or constituting debt securities The

An activity is only a regulated activity if it is an activity which is carried out by way of business in the UK. The Financial Services and Markets Act 2000 (FSMA 2000) does not define what is meant by the phrase which leaves it its natural meaning. Whether or not an activity is carried on by way of business is ultimately a question of judgment. There are however specific situations in which activities will be carried on by way of business which have been defined for a limited number of activities by the Treasury under its powers under FSMA 2000. This Practice Note explains how HM Treasury's interpretation of business applies to those groups of activity. For more information about whether or not an activity is a regulated activity, see Practice Note: What are regulated activities? For more information about the carrying on of regulated activities in the UK, see Practice Note: Territorial scope of the general prohibition. Treasury definitions of 'by way of business' The Treasury has the power under FSMA 2000 to change

The ability of a chargor to dispose of or otherwise deal with assets in the ordinary course of business is the hallmark of a floating charge. Chargors are therefore permitted to dispose of and deal with floating charge assets in the ordinary course of business prior to crystallization even if this is not specifically stated in the debenture or other finance document. The debenture may include a provision permitting the chargor to deal with their floating charge assets 'in the ordinary course of business' (effectively restating the law). Alternatively, the lender may want to impose additional controls on how the chargor deals with floating charge assets, eg by a negative pledge or a prohibition on disposals of floating charge assets except in the ordinary course of trading (see: Practical application). Understanding the meaning of 'ordinary course of business' in this context can be helpful: • in the context of a new transaction, when deciding whether to impose additional contractual controls on the chargor's

Until formal notice is given under Article 50 of the Lisbon Treaty (TEU), the UK remains part of the EU and therefore subject to all the regulations, legislation and directives that this entails. Article 50 contemplates a two-year limit on negotiations; time does not start running on this until formal notice, under Article 50, has been given. Further to notice being provided, the position for university students wishing to undertake a gap year as part of their course within the EU will not change until the terms of the withdrawal have been agreed by all of the remaining Member States. This process could take some time, although there is no precedent for it. When Greenland withdrew from the EEC, it took two

The UK has left the EU on the basis of the Withdrawal Agreement as implemented in the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020. However, we are now in an implementation period running until 31 December 2020 during which time the UK will generally continue to abide by EU rules. The government will enter into negotiations for a post-Brexit UK-EU relationship. In a situation where no new arrangements are put in place by the end of the year (a ‘non-negotiated outcome’), legislation previously prepared for a no-deal scenario will apply. As with counter-terrorist financing, efforts to thwart cybercriminals

The UK has left the EU on the basis of the Withdrawal Agreement as implemented in the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020. However, we are now in an implementation period running until 31 December 2020 during which time the UK will generally continue to abide by EU rules. The government will enter into negotiations for a post-Brexit UK-EU relationship. In a situation where no new arrangements are put in place by the end of the year (a ‘non-negotiated outcome’), legislation previously prepared for a no-deal scenario will apply. What are sanctions Sanctions are international measures aimed at:

The .eu is the generic top level domain for the EU, governed by Regulation (EC) 733/2002. Currently, around 300,000 domains have a UK registrant. See further, Practice Note: Domain names—background, registration and dispute resolution and for further information on domain names, see: Domain names—overview. On the 29 March 2019, when the UK leaves the EU, it will no longer be subject to EU law, subject to any transitional arrangements. In relation to the rights of UK registrants of .eu domain names after Brexit, the European Commission on the 28 March 2018, published a Notice to Stakeholders: Withdrawal of the United Kingdom and EU rules on .eu domain names. This document states that: ‘As of the withdrawal date, undertakings and organisations that are established in the United Kingdom but not in the EU and natural persons who reside in the United Kingdom will no longer be eligible to register .eu domain names or, if they are .eu registrants, to renew .eu domain names