A warranty is a contractual statement or assurance given by the seller to the buyer that a certain state of affairs exists. If the warranty is not true, the buyer may have a claim for breach of contract. A representation is a statement of fact or opinion, which is made by the seller prior to a contract being entered into. If the representation is false, and it was relied on by the buyer when entering into the contract, the buyer may have a claim for misrepresentation. For more on pre-contractual statements and representations, see Practice Note: Pre-contractual representations and statements. The distinction is important because the remedies available to a claimant differ depending on the claim. For breach of warranty: For misrepresentation: A claim must be brought within six

Law360, Expert analysis: The Financial Conduct Authority (FCA) has made abundantly clear that nonfinancial misconduct, or NFM, comes within its regulatory remit. Charlotte Pope-Williams, a barrister at 3 Hare Court, examines the philosophical and jurisprudential questions raised by the regulation of NFM by bodies such as the FCA, the Prudential Regulation Authority (PRA), and the Bank of England (BoE).

Clarification of existence and ownership of IP rights Intellectual property rights are monopoly rights. The exclusive ownership or use of a brand name, logo, design or invention can give rise to competitive advantages and revenue. Many unregistered IP rights (such as the right to sue for passing off) are not easy to establish or their ownership may be unclear.  As a result, they are hard to exploit and their value is diminished. Registration of IP rights provides definitive proof of the existence of an IP right and who owns it (at least until the registration expires or is challenged). Registered IP rights also benefit from wider legal protection than unregistered rights. However, the benefits need to be balanced against the costs (eg of professional advisers and official fees) of registration, especially if IP rights are to be registered in multiple jurisdictions. Exclusive right to use trade marks and logos The registration of a trade mark gives the owner the exclusive right to prevent others from using that mark without the owner's consent. They can also be

Directors are collectively responsible for the management of the company of which they are directors. They usually exercise their collective powers to make decisions about the management of the company at board meetings. For further information about the powers of directors, see Practice Note: Powers of directors. These wide powers to manage the company’s affairs are subject to a range of duties which the directors owe to the company. The main directors’ duties are set out in statute in sections 171–177 of the Companies Act 2006 (CA 2006). For an overview of the nature and extent of these statutory duties (general duties), see Practice Notes: Directors' duties—nature, scope, interpretation and application, Directors' duties—directors' conduct: CA 2006, ss 171–174 and Directors' duties—directors' interests: CA 2006, ss 175–177. For details on the traditional fiduciary duties owed by directors to their companies, see Practice Note: Fiduciary duties of directors. The general duties set out in CA 2006,

Law360: The first bribery conviction of a foreign official in Britain suggests that law enforcers are taking an increasingly active approach to investigations, although lawyers caution that it will be hard to repeat the use of undercover officers secretly recording suspects in financial crime cases.

Law360: On March 27, in R v Hayes and Palombo,* the Criminal Division of the UK Court of Appeal looked at the question of whether the convictions of Tom Hayes and Carlo Palombo were safe in the London and Euro Interbank Offered Rates, known as Libor and Euribor, cases.

Proposal formally withdrawn On 21 May 2014 the Commission formally withdrew its proposal for a Directive of the European Parliament and of the Council establishing a framework for the protection of soil and amending Directive 2004/35/EC. What were the objectives of the Soil Framework Directive? Soil protection makes environmental and economic sense for many reasons. Healthy soil is essential for food production, water quality, the wellbeing of humans and animals, construction, timber and biodiversity. It also helps soak up carbon for climate change mitigation. The Commission adopted a Soil Thematic Strategy and a proposal for a Soil Framework Directive ('SFD') in September 2006 6 with the

The effect of adoption of a road as public highway does not automatically involve the transfer of ownership of the highway in the highway authority. It merely vests in the authority the surface of the highway, and so much of the subsoil below and air above as may reasonably be required for the control,

An indemnity is the legal agreement by one person to pay a liability incurred by another person. In a members’ voluntary liquidation (MVL), the liquidator reviews the company's financial affairs including the declaration of solvency sworn by the directors of the company under section 89 of the Insolvency Act 1986 (IA 1986) and publishes a statutory notice asking for the company’s creditors to submit their claims. When all liabilities, including debts owed to HMRC, have been established, the liquidator will pay the creditors in full including statutory interest and will then distribute the remaining funds to the shareholders. By distributing the remaining funds to shareholders, liquidators are taking the risk that if an additional liability is discovered for the company after

Part II of the Landlord and Tenant Act 1954 (LTA 1954) provides security of tenure to business tenants. Where its provisions apply, a tenancy does not expire by effluxion of time but is continued on a statutory basis until brought to an end using the procedures set out in LTA 1954. The tenant also has the right to request a new tenancy, which the landlord can oppose only on specified grounds as set out in LTA 1954, s 30(1). LTA 1954, s 24(1) provides for the statutory continuation of the tenancy until terminated in accordance with the provisions of LTA 1954, Pt II, and either the landlord or the tenant can apply to the court for an order for the grant of a new tenancy if the landlord has given notice under LTA 1954,

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. Multiple Administrators It is common for more than one insolvency practitioner to be appointed as an office-holder in respect of an insolvency case. The reasons for this are typically as follows: • as the office-holders will usually be acting on a joint and several basis, it means that a ‘secondary’ or ‘back-up’ office-holder is available to make decisions or sign documents in circumstances where the ‘lead’ office-holder is unavailable, such as through holiday or illness. For that reason, some insolvency practitioner firms require joint appointments on

This Agreement is made on [insert date] (the Commencement Date) between the following parties: Parties 1 [insert supplier’s name] a company incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert registered office] (Supplier); and 2 [insert customer’s name] a company incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert registered office] (Customer), each of the Supplier and Customer being a party and together the Supplier and Customer are the parties. Background (A) The Supplier’s business is to provide wi-fi services. (B) The Customer wishes to give its personnel and visitors access to a network of wi-fi hotspots. (C) The Supplier wishes to provide wi-fi services to the Customer so that the Customer can provide its personnel and visitors with access to a network of wireless hotspots in accordance with the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date • means [insert date]; Confidential Information • means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained