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Comparison between UKCG Code and QCA Code—checklist

Comparison between UKCG Code and QCA Code—checklist This Checklist looks at some of the key differences and areas of overlap between the UK Corporate Governance Code (UKCG Code) and the Quoted Companies Alliance’s (QCA) corporate governance code (QCA Code). It also considers guidance included in the QCA’s audit committee and remuneration committee guides. The UKCG Code applies to companies with a premium listing of equity shares, regardless of whether they are incorporated in the UK or elsewhere. The QCA Code does not apply to any specific category of company, although in practice it is more likely to be adopted by small and mid-sized quoted companies that do not have a premium listing. From 28 September 2018 all AIM companies are required under the AIM Rules to report against a recognised corporate governance code chosen by the board of directors. Prior to this date, there was no requirement under the AIM Rules for companies to follow a corporate governance code. However, many AIM companies voluntarily applied the principles of the UKCG...

Defective title insurance—checklist

Defective title insurance—checklist A Checklist for use when acting for a buyer who is considering taking out a policy or relying on an existing policy to plug a defect in title revealed during the due diligence process. A title is defective where it is not good and marketable (see Practice Note: What is a good and marketable title?) or where there is a risk that a third party could establish an interest adverse to the title. In the right circumstances, the right policy can be a useful tool which enables the transaction to proceed and the buyer to secure finance. However, care must be taken to ensure that the policy is worth the paper that it is written on. It is important to consider whether insurance might be the best approach as early as possible, particularly as insurance is not normally available where the party with the benefit of the relevant right or covenant has been approached. Insurance distribution—regulatory requirements Solicitors need to be aware of their duties and obligations...

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Flowcharts—Private Client

Flowcharts—Private Client Grant of probate/administration—flowchart Drafting a Will—flowchart Renunciation—flowchart Administrator (entitlement to grant)—flowchart Entitlement on intestacy—flowchart Shariah inheritance—flowchart Intestacy in Scotland (no spouse)—flowchart Intestacy in Scotland (surviving spouse)—flowchart Inheritance (Provision for Family and Dependants) Act 1975 applicant—flowchart Inheritance (Provision for Family and Dependants) Act 1975 procedure—flowchart Lasting power of attorney—flowchart Does the GAAR

Mandatory Disclosure Rules (MDR)—When an intermediary must report to HMRC—Flowchart

Mandatory Disclosure Rules (MDR)—When an intermediary must report to HMRC—Flowchart The Organisation for Economic Cooperation and Development (OECD) published the model Mandatory Disclosure Rules (MDR) for Common Reporting Standard (CRS) Avoidance Arrangements and Offshore Structures in March 2018, aiming to promote country by country consistency in the application of disclosure and transparency to tackle aggressive tax planning at a global level. The model MDR are defined as ‘the model rules’ in The International Tax Enforcement (Disclosable Arrangements) Regulations 2023, SI 2023/38 (MDR regulations), by which the MDR are implemented in the UK. Drawing closely on the model rules, the MDR regulations require promoters, service providers and taxpayers to send information to HMRC about reportable

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What are double tax treaties?

What are double tax treaties? Double tax treaties (DTTs) allocate taxing rights between jurisdictions, with the primary aim of ensuring that taxpayers do not suffer tax on the same income twice in different states, an outcome which would discourage cross-border economic activity. DTTs are hybrids—they constitute both international agreements, but also form part of the tax law of each state. It is generally agreed that they can only relieve from taxation, and cannot impose a higher tax burden than that which would apply under domestic legislation. Indeed, Action 6 (one of the 15 key Actions) of the Organisation for Economic Co-operation and Development (OECD)’s Base Erosion and Profit Shifting (BEPS) Project is devoted to the concept of treaty abuse, and is the subject matter of the OECD Report entitled Preventing the Granting of Treaty Benefits in Inappropriate Circumstances. There are two types of double taxation. These are: • juridical double taxation, which focuses on the person being taxed. It can be defined as two or more jurisdictions levying...

Case T‑ 423/14 RENV Larko v Commission [Archived]

Case T‑ 423/14 RENV Larko v Commission [Archived] CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the judgment of 4 May 2022; it is no longer maintained. See further: timeline and relevant/related cases. Case facts Outline An action for annulment of the Commission decision (SA.34572) which declared that numerous guarantees given to Larko amounted to illegal State aid that was remitted back to the General Court following the Court of Justice’s judgment in Case C- 244/18. Latest developments On 4 May 2022, the General Court issued its judgment in which it dismissed the appeal. Parties Appellant:• Larko Geniki Metalleftiki kai Metallourgiki AE (Larko)Respondent:• European Commission (the Commission) Background Background Larko is a large undertaking specialising in the extraction and processing of laterite ore, the extraction of lignite and the production of ferronickel and its by-products.Larko was established in 1989 as a new entity following the liquidation of Hellenic Mining and Metallurgical SA. At the...

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Financial crime prevention—agents and intermediaries FAQs

Financial crime prevention—agents and intermediaries FAQs We run our business[es] with integrity. All of us must work together to ensure our business[es] remain[s]. untainted by financial crime, including bribery and corruption, tax evasion facilitation and fraud. This FAQ document, which is integral to that effort, guides us on how we can best achieve our business goals in a way that is consistent with this commitment. 1 Who are agents and intermediaries? Agents and intermediaries are third parties engaged to provide services for or on behalf of [insert organisation’s name] or represent our interests. They may include: —business consultants; —sales agents; —third parties retained in relation to government business or actions; —introducers, facilitators or other third parties who may provide services for or on behalf of [insert organisation’s name] in any capacity. [insert, eg Our Agents and intermediaries policy] further describes and provides examples of agents and intermediaries. 2 How can an agent/intermediary put [insert organisation name] at risk? Agents and intermediaries are ‘associated persons’...

Legal due diligence questionnaire—asset purchase—employment

Legal due diligence questionnaire—asset purchase—employment Definitions In this questionnaire, the following words and phrases have the meaning set out opposite them. [CA 2006 • the Companies Act 2006;] [Business • the business of [insert description of the business] operated by the Seller and all other activities including those ancillary or incidental to or in connection with such business as carried on by the Seller;] Buyer • [insert name of buyer] Limited incorporated in England and Wales under number [insert company number]; Employee • any person employed or engaged to work in, or assigned to, the Business[, including any based overseas]; EqA 2010 • means the Equality Act 2010; ERA 1996 • the Employment Rights Act 1996; Group • the Seller and each of the Subsidiaries (including [insert names of companies that may not fall under definition of subsidiary from CA 2006]) and Group Company means any of them; pseudonymised • where information is processed in such a way that names or other identifiers that can be easily...

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What information must be contained in a statutory demand against a company?

What information must be contained in a statutory demand against a company? Pursuant to Insolvency (England and Wales) Rules 2016, SI 2016/1024, r 7.3(1)–(3) a statutory demand must: • identify the company and the creditor • set out the registered office of the company (if any) • contain either a statement that the demand is under section 123(1)(a) of the Insolvency Act 1986 (IA 1986) or IA 1986, s 222(1)(a) • state the amount of the debt and the consideration for it (or how it arose). For example, if it is in respect of an unpaid invoice for goods supplied, it should state the nature of the goods, the date of supply, the price and details of any unsatisfied demands for payment. There is no prohibition on supporting documentation being appended to the statutory demand, such as copies of unpaid invoices or a copy of the court order/judgment (if applicable) • if the statutory demand is founded on a judgment or order of the court, provide details of the judgment...

Would a law firm providing advice to a client in relation to an insurance policy (where an insurance broker has been retained by the client) constitute an insurance distribution activity?

Would a law firm providing advice to a client in relation to an insurance policy (where an insurance broker has been retained by the client) constitute an insurance distribution activity? See Practice Note: Insurance distribution activities—law firms. This confirms that the underlying Directive (EU) 2016/97, Insurance Distribution Directive applies to the activity of advising on insurance contracts. Likewise, the Solicitors Regulation Authority’s regulatory regime captures advising in relation to a contract of insurance. The starting point is therefore that advising on an insurance contract constitutes an insurance distribution activity and is subject to the strictures of the insurance

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Art under scrutiny—the Ojiri case and its implications for AML obligations

Private Client analysis: Amanda Gray, partner and Katie Mackenzie, trainee solicitor, Art Law at Mishcon de Reya LLP discuss the recent prosecution of an art dealer for offences under the Terrorism Act 2000 and its implications for art market professionals.

Whose money is it? Bondholders allowed to join claim relating to bond proceeds (Eraaya Lifespaces v Elara Capital et al)

Banking & Finance analysis: This case involved, among other things, (a) an application by an issuer of bonds for an interim injunction to require a financial adviser to issue a confirmation email to the settlement agent to compel the settlement agent to transfer bond proceeds it held to the issuer, and (b) an application by the bondholders to join the proceedings to oppose the injunction application. The court denied the injunction application on the basis that, among other things, the issuer’s case against the financial adviser was arguably ‘far from strong’ and that, given the issuer’s precarious financial condition and other relevant factors, damages would not appear to be an adequate remedy for the bondholders if it was later determined that the injunction should not have been granted. The court granted the bondholders’ joinder application in part on the basis that the bondholders had arguably demonstrated that the bond proceeds were held in trust on their behalf by the settlement agent. Written by Robert Aulsebrook, senior counsel at Akin Gump...

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141 Subsidiary acting as authorised dealer in securities

(1)     The prohibition in section 136 (prohibition on subsidiary being a member of its holding company) does not apply where the shares are held by the subsidiary in the ordinary course of its business as an intermediary.(2)     For this purpose a person is an intermediary if he—(a)     carries on a bona fide business of dealing in securities,(b)     is a member of or has access to a [UK regulated market], and(c)     does not carry on an excluded business.(3)     The following are excluded businesses—(a)     a business