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Publishing agreement—checklist

Publishing agreement—checklist How to use this Checklist This Checklist is designed to highlight issues commonly arising during the negotiation and drafting of a publishing agreement. For a publishing agreement, see Precedent: Publishing agreement—pro-publisher. For further information on issues raised by this Checklist, see Practice Notes: • Assigning intellectual property rights • Licensing intellectual property rights This Checklist can also, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. The third column can be used to record observations or comments as the Checklist is worked through. Checklist schedule for proposed publishing agreement Checklist Further information Notes (if any) Parties ☐ Confirm each party’s legal status and consider whether any third parties (such as group affiliates) will benefit from the proposed agreement. Commencement, duration and termination ☐ Confirm the commencement or effective date. ☐ Confirm whether the proposed agreement will be for the full term of copyright in the work or...

AML/CTF/CPF—timeline of UK legal and regulatory developments for financial services

AML/CTF/CPF—timeline of UK legal and regulatory developments for financial services This timeline outlines developments from 1 January 2024 onwards, and future developments, relating to the anti-money laundering (AML), counter-terrorist financing (CTF), and counter-proliferation financing (CPF) legal and regulatory regimes applicable to financial services firms—from a UK perspective. It shows the developments and implementation history of the UK AML, CTF and CPF legislative framework, including amendments to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, SI 2017/692 (MLRs), in addition to AML/CTF related developments from HM Treasury (HMT), the Financial Conduct Authority (FCA), and the Joint Money Laundering Steering Group (JMLSG).It also includes supranational AML/CTF/CPF developments from the Financial Action Task Force (FATF), Basel Committee on Banking Supervision (BCBS), International Association of Insurance Supervisors (IAIS), International Organization of Securities Commissions (IOSCO), Egmont Group of Financial Intelligence Units (FIUs) and the Wolfsberg Group. A timeline of relevant future dates can be found in: Key dates for Financial Services—horizon scanner. For past developments relating...

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Patent box calculation—grandfathered rules standard, non-streamed—flowchart

Patent box calculation—grandfathered rules standard, non-streamed—flowchart Note that the patent box calculation changed for new claims from July 2016, in order to comply with the framework for preferential IP regimes set out in the OECD BEPS project. The following flowchart applies to the grandfathered rules that apply to companies using the standard calculation (ie, section 357C of the Corporation Tax Act 2010) that most recently elected into the patent box regime with effect for an accounting period that commenced before 1 July 2016, and to qualifying intellectual property of those companies applied for before 1 July 2016, until 30 June 2021. Note that, if the intellectual property had been transferred to the company, or it was an exclusive licence that was granted to the company, by a company that was connected at

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The UK Corporate Governance Code

The UK Corporate governance Code (the UKCG Code) is an important part of the UK’s corporate governance regime. It is administered by the Financial Reporting Council (FRC).Evolution of the UKCG CodeFollowing a number of high profile corporate scandals, the Committee on the Financial Aspects of Corporate Governance was established in May 1991 to review the aspects of corporate governance relating to financial reporting and accountability. The committee was chaired by Sir Adrian Cadbury and its final report, The financial aspects of corporate governance, was published in December 1992 (it is usually known as the Cadbury Report).The Cadbury Report contained a number of recommendations to raise standards in relation to the control and reporting functions of boards of directors, as well as the role of auditors, which were gathered together in a Code of Best Practice. Listed companies were required by the then Listing Rules to state in their report and accounts whether or not they complied with that Code of Best Practice and to identify, and give reasons for, any...

CFC rules—definitions of company and accounting period

This Practice Note deals with the new controlled foreign company (CFC) rules that apply for accounting periods of CFCs commencing on or after 1 January 2013. For a Practice Note on similar subjects under the rules that applied until then, see: Old CFC rules—definition of a CFC: company, accounting period and lower level of taxation.The definition of company determines what entities can be CFCs and the definition of an accounting period determines the period over which a CFC charge can arise and other measures are tested. As a result they are important concepts to understand.Meaning of company in the CFC contextOther than in respect of cell companies, as explained below, 'company' in a CFC context has the broad Corporation Tax Acts meaning of any body corporate or unincorporated association (which is discussed in more detail in: Who is liable to pay corporation tax?). The term ‘body corporate’ is not defined in UK tax legislation and takes its ordinary meaning. Significant indicators or characteristics of a body corporate are that it...

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Music publishing agreement—pro-publisher

Music publishing agreement—pro-publisher This Agreement is made on [date] Parties 1 [Insert name of Publisher] a company incorporated in [England] with registered number [company number], whose registered office is at [address] (Publisher); and 2 [Insert name of Writer] of [insert address] (Writer). Background (A) The Writer is a composer of musical works and/or an author of lyrics of literary works; (B) The Publisher is engaged in the business of music publishing throughout the Territory and has, inter alia, facilities for the administration and exploitation of musical works; and (C) The Publisher wishes to acquire and the Writer wishes to grant to the Publisher the exclusive right to the Writer’s share of the Compositions, subject to the terms of this Agreement. It is agreed as follows: 1 Definitions and Interpretation 1.1 In this Agreement: Accounting Period • means each six monthly period ending on 30 June and 31 December; Advance • means all monies paid to the Writer by the Publisher other than royalties. Such...

Election under CTA 2009, s 792 to reallocate intangible fixed asset degrouping charge to another member of a group

Election under CTA 2009, s 792 to reallocate intangible fixed asset degrouping charge to another member of a group [Letterhead] [Addressed to HMRC Officer] [Date] We hereby jointly elect pursuant to section 792 of the Corporation Tax Act 2009 (CTA 2009) for [the whole OR [insert a specific amount, a percentage or a fraction]] of the chargeable realisation gain accruing on the deemed realisation and reacquisition of the intangible assets to be treated as accruing to [full company name] (Company B) rather than [full company name] (Company A). For the purpose of this notice: intangible assets • means [details]; deemed realisation and reacquisition • means the deemed realisation and reacquisition of the intangible assets pursuant to section [780 OR 785] of CTA 2009 in consequence of [insert details of event leading to Company A leaving the group, eg sale of shares pursuant to a share purchase agreement between X and Y dated [insert date]]; relevant group • means, in accordance with section [792(3)(a) OR 792(4)(a)] of...

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When a non-UK company has a UK permanent establishment or becomes UK tax resident, how and when must it inform Companies House and HMRC? What happens if the deadline is not met?

When a non-UK company has a UK permanent establishment or becomes UK tax resident, how and when must it inform Companies House and HMRC? What happens if the deadline is not met? Companies House The statutory rules in relation to overseas companies are set out in Part 34 of the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009, SI 2009/1801 (the Regulations). In particular, reg 4 of the Regulations requires the company, within one month of having opened a UK establishment, to deliver to the registrar a return complying with the requirements of Part 2 of the Regulations, and to deliver with the return the documents required by Part 2. These requirements apply each time a company opens an establishment in the UK. The Companies House guidance in relation to overseas companies can be found here (the Guidance) (for the registration of an overseas company opening a UK establishment see also further guidance here). The principal return, as noted above, is Form OS...

A company proposes net settling a conditional share award in relation to pay as you earn (PAYE) and National Insurance contributions (NICs). Might this affect the availability of corporation tax relief?

A company proposes net settling a conditional share award in relation to pay as you earn (PAYE) and National Insurance contributions (NICs). Might this affect the availability of corporation tax relief? Net settling a share award is used in order to reduce the number of shares that a company must deliver in order to satisfy the award. Awards can potentially be net settled in relation to both any exercise price payable and any tax or National Insurance contributions (NICs) due. Among the advantages of net settlement is that it can result in less dilution for the existing shareholders and mean that a company can make its headroom under any applicable dilution limits go further. Net settling for tax and NICs involves the company delivering shares to the award holder which have a value equal to the post-tax value that the award holder would have received had they received the full, gross number of shares and sold the necessary number in the market to cover the pay as you earn (PAYE)...

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Share Incentives weekly highlights—12 December 2024

This week's edition of Share Incentives weekly highlights includes (1) in relation to employee benefit trusts, the cases of JTC Employer Solutions Trustee Ltd v Garnett and also MR Currell Ltd v Revenue and Customs Commissioners, (2) the Welsh Government publishing its Budget for 2025–26, and (3) a consultation published by the Financial Conduct Authority which includes proposals for updating the FCA’s Handbook to align with the new edition of the UK Corporate Governance Code that was published in January 2024.

Competition weekly highlights—12 December 2024

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the CMA’s decision to launch an investigation into the construction and roofing sector regarding suspected bid rigging, (2) the CMA’s decision to launch a consultation on Vifor’s commitments to end its abuse probe into disparaging treatment in the iron treatment market, (3) publication by the CMA of an update report on the Rail, Road and Inland Waterway Transport Block Exemption, (4) the CMA’s phase 2 decision to conditionally clear Vodafone/CK Hutchison JV, (5) the Controlled Foreign Companies (Reversal of State aid Recovery) Regulations 2024 to enter into force on 31/12/2024, (6) publication by the CMA of new procedural rules and guidance for water references, and (7) publication by the DBT’s of two subsidy control principles assessment guides for public authorities. This week's highlights also includes, from an EU perspective: (1) the Court of Justice’s judgment in a national reference from Latvia concerning Article 101 TFEU restrictions in car warranties, and (2) the Commission’s announcement that it has...