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Employment-related securities tax charges and common transactions in which they arise—checklist

Employment-related securities tax charges and common transactions in which they arise—checklist The checklists below highlight key chargeable events that can result in employment-related securities income tax and National Insurance contributions (NICs) charges, namely: • the acquisition of employment-related securities by an employee or director • events during an employee or director's ownership of employment-related securities • the disposal of employment-related securities by an employee or director other than to associated person, and • the acquisition and disposal of unapproved employment-related securities options This note also contains a table setting out guidance on some common transactions where employment-related securities tax charges can arise. Where income tax charges arise in relation to employment-related securities for which the employing company is required to account to HMRC via PAYE, note that further income tax and NICs charges can also arise if the employee or director fails to reimburse the employer by 5 July following the end of the tax year in which the original charge arose (for more details see Practice Note: Notional payments...

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Performers’ rights and rights in performances

Protection for performersThis Practice Note summarises the rights known as performers’ rights which subsist in the UK under Part II of the Copyright, Designs and Patents Act 1988 (CDPA 1988). CDPA 1988, ss 180–212A (Pt II) gives performers and those having exclusive recording contracts with performers various civil rights and also imposes criminal liability for making, dealing with or using illicit recordings.The rights granted by CDPA 1988, ss 180–212A (Pt II) are separate from and independent of any copyright or moral rights that may exist in underlying works (governed by CDPA 1988, ss 1–179 (Pt I)). The Part II rights relate to the protection of the performance itself rather than the underlying work. CDPA 1988, s 16(1)(c) gives copyright owners the exclusive right to perform certain types of work in public, or to authorise others to perform them: this right is often called ‘performance right’ but must not be confused with the Part II rights in performances.Performers’ rights protect a performer’s live or recorded dramatic and musical performances from having unauthorised...

US DIP Financing

US DIP Financing The debtor-in-possession (DIP) financing entails a debtor obtaining a loan, usually on a secured basis, from one or more lenders in order to fund its operations throughout the course of its bankruptcy proceedings. This is crucial because the debtor needs access to cash to pay employees, purchase necessary inventory, pay landlords, and otherwise satisfy ordinary course obligations. The bankruptcy court must authorise the debtor's entry into any unsecured post-petition financing arrangement that is incurred outside of the ordinary course of business and allowable as an administrative expense (see 11 U.S.C. § 364(b)), or any post-petition financing that is secured by assets of the estate (see 11 U.S.C. §§ 364(c)–(d)). This Practice Note provides counsel with an in-depth discussion and related practical tips with respect to the fundamental aspects and issues related to DIP financing, as follows: • Parties to a DIP Financing • Obtaining Credit under Section 364 of the Bankruptcy Code • Court Approval of DIP Financing • DIP Financing — Negotiating a DIP Credit...

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Growth shares term sheet

Growth shares term sheet [INSERT NAME OF COMPANY] growth SHARES This term sheet summarises a proposal to incentivise key employees of [insert name of company] (referred to below as the ‘Company’) by allowing those employees to subscribe for a new class of shares in the Company (Growth Shares). All issues raised in this document are for discussion purposes and each should be considered carefully before implementation. 1 Overview Under the terms of the proposal, participants will subscribe directly for Growth Shares. The Growth Shares will have rights which are designed to allow employees to participate only in post-acquisition increases in the value of the Company in the event of an IPO or liquidation, or where more than [Insert percentage]% of the Company's ordinary shares are sold (in each case, referred to in this note as an ‘Exit’). When an Exit occurs, the Growth Shares will carry an entitlement to share in part of the Exit consideration, provided that the purchase price paid to shareholders of the Company...

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Can a company have moral rights?

Can a company have moral rights? Moral rights The Berne Convention art 6 bis states that, independently of the author's economic rights, and even after the transfer of the said rights, the author shall have the right to claim authorship of the work, and object to any distortion, mutilation or other modification of, or other derogatory action in relation to, his/her own work, that would be prejudicial to his/her honour or reputation. Moral rights are therefore personal to the author. Sections 77–79 of the Copyright, Designs and Patents Act 1988 (CDPA 1988), provide that the authors of copyright literary, dramatic, musical or artistic works and the directors of copyright film works have the right: • to be identified as author or director (the right of paternity) • to object to derogatory treatment of work (the right of integrity), and • not to have work falsely attributed to them as author or director Exercising moral rights For further detail on exercising moral rights, see Practice Note: Moral...

If new rights are given to a class of shares in order to assist qualification for entrepreneurs' relief, can there be an impact for enterprise management incentives options?

If new rights are given to a class of shares in order to assist qualification for entrepreneurs' relief, can there be an impact for enterprise management incentives options? Background to issue In Budget 2018, the government introduced two new tests to be met throughout the minimum qualifying period in addition to the existing tests (holding 5% of the ordinary share capital of the company and 5% of the voting rights) in order to qualify for entrepreneurs' relief (ER). The two new tests require the claimant to be: • beneficially entitled to at least 5% of the profits available for distribution to the equity holders of the company, and • beneficially entitled on a winding up of the company to at least 5% of the assets of the company available for distribution to equity holders However, subsequent to this, on 20 December 2018, the government tabled further amendments in order to add an alternative test under which the claimant must be entitled to 5% of the proceeds...

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European Commission strategy on Web 4.0 and virtual worlds

EU Law analysis: Alessandro Cerri, IP solicitor considers the European Commission’s recently published strategy on communication and IP rights regarding Web 4.0 and virtual worlds. The analysis covers the Commission’s four pillar-strategy, as well as information on different aspects of IP (Copyright, Designs, Trade Marks).

Willkie advises on first UK restructuring plan of regulated healthcare operator

Restructuring & Insolvency analysis: this interesting case involved seven related Part 26A restructuring plans for The Lifeways Group. The court gave helpful guidance that inquorate creditor meetings do not block cross class cram-down in restructuring plans. The case is also the first successful use of a restructuring plan by a UK healthcare regulated business. Written by Graham Lane, partner, Alexander Roy and Matteo Clarkson-Maciel, associates, of Willkie Farr & Gallagher (UK) LLP.