Corporate Focus - June 2010
Welcome to the Weightmans Corporate
Newsletter.
There appears to be little sign of an economic
upturn in the short term and perhaps even the medium term. In
spite of this, Weightmans Corporate team have been busy working on
a number of deals and instructions, a handful of which are included
in this newsletter. Weightmans’ philosophy and key to its
success is commitment to excellent client service and working
effectively and economically as a firm. We use our
newsletters to deliver the most practical and relevant information
available.
We welcome feedback on ways in which we can
ensure our newsletters suit your needs. Please email Ian
Vicary on: ian.vicary@weightmans.com
In this edition, we look at the potential
risks to lenders who have placed reliance on the security of
personal guarantees. We review considerations for
partnerships that have changed to LLP status, we look at recent
cases in respect of a force majeure clause, terms and conditions
and termination provisions as well as key data protection issues to
consider in formation of certain contracts. Finally we cover
off some issues to consider in successful business planning and how
we can help and the effect of the recent budget on capital gains
tax. We round off by welcoming valuable new additions to the
Corporate Team and setting out some of the deals the team has been
involved with recently.
Hot topics
Can you guarantee it?
In the present economic climate, lenders are
increasingly reliant on guarantees as a means to recover debts from
borrowers. David Tabinor looks at how
lenders need to be aware of the pitfalls of inadvertently releasing
the guarantor through a variation of the underlying
contract.
Changing to LLP status – time for a
clear change
When a partnership converts over to a Limited Liability
Partnership, it is vital that it does exactly that, in every
sense. Mark Grey considers the
potential risks of personal liability for Members of LLPs.
The force majeure was not strong with
this one
A company attempted to avoid insolvency by
relying on the terms of the contract to render it void, and thus
avoid performance of their contractual obligations. Gary Byrne looks at the recent case of Tandrin
Aviation Holdings Ltd v Aero Toy Store LLC
"Processor" or "Controller":
The Data Divide
The data protection regime exists to ensure
that an individual’s personal data, and particularly any
sensitive data, is granted adequate protection. Amerigo Holthouse examines the important differences
between the obligations imposed on data controllers
and data processors under the Data Protection Act 1998
("DPA"), and how deciding which one is applicable when negotiating
certain contracts is crucial.
Reasonable Notice of
Termination
When parties enter into business arrangements
it is all too common that they do so without finalising the
negotiations on the terms of the contact. Consequently if there is
a dispute, the court then has to determine what agreement has been
reached and what terms and conditions are in force. More
particularly, if the parties have not agreed on termination
provisions then the question is how and when the contract should be
terminated. Tom Collins considers the
recent case of Jackson Distribution Limited –v- Tum Yeto
Inc
Battle of the Forms
or just plain intention?
In the event of a contractual dispute the
parties to a contract often find themselves in the position where
they have to ascertain what are the agreed terms and conditions,
but will the Courts look to the parties’ intention or to applying
the principle of the ‘Battle of the Forms’. Tom Collins looks at the recent Court of Appeal case
of Tekdata Interconnections v. Amphenol Limited
Road Map to Success
To some, the phrase “strategic planning”
sounds intimidating, certainly in these times, but it
shouldn’t. Barry Doherty looks at
business planning, some of the key points to consider and how
Weightmans can help a business to truly achieve its goals.
Not so taxing news for
entrepreneurs
There were a few surprises in the recent
Budget – the new 28% CGT rate was probably in line with what most
people expected but the new entrepreneur’s relief limit will be
welcome news for many shareholders. Ian Vicary discusses the effect of the new capital
gains tax on entrepreneurs and how significant savings can be made
in certain cases.
NEWS
Weightmans expands its London
team
We are delighted to
welcome Partners William Sharpe and Clare Sellars to the
team.
Corporate deals
Weightmans Corporate and Commercial teams deal
with a wide range of services including mergers and acquisitions;
management buy-outs and buy-ins; reorganisation and restructuring;
joint ventures and shareholder agreements and company disposals and
acquisitions. For examples of our
recent deals please click here.