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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more
Welcome to the November edition of the UK Tax Round Up. This month has seen the new Chancellor deliver his Autumn Statement following from the previous Chancellor’s so-called mini budget in October and the Court of Appeal’s...more
In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more
As has been widely reported, a number of the Mini Budget proposals (summarised in our recent Tax Blog) have been scrapped. The new Chancellor of the Exchequer Jeremy Hunt announced these measures claiming that they are...more
On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others. This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more
More than four years after the announcement of negotiations, the new tax treaty between Luxembourg and the United Kingdom was finally signed on 7 June 2022, together with a Protocol adding further detail. As expected, the new...more
On 7 June 2022, a new Double Tax Treaty (the “DTT”) has been signed between Luxembourg and the United Kingdom (UK) to reflect the most recent OECD tax standard. An additional protocol will replace the tax treaty signed in...more
Palantir’s direct listing experiment generally went well yesterday, with the company’s shares beginning trading up nearly 40% from the $7.25 reference price set Tuesday evening. Fellow direct lister Asana also had a good...more
Evolving and intersecting tax regimes are creating unintended tax exposure, as well as areas of opportunity, for multinational companies (MNCs) operating in European markets. Understand how new tax regulations transect...more
As the AGM season is upon us, many companies have already made the decision to withdraw the proposal to pay a final dividend in order to preserve cash and provide financial flexibility for the future. Other companies are...more
Dividend Timetable Revisions - On 25 March 2020, the LSE published Market Notice N07/20 which provides issuers with guidance in relation to payment dates under the 2020 Dividend Procedure timetable. This was in response to...more
A recent decision of the High Court of Justice in England & Wales in Re Burnden Holdings (UK) Limited (in liquidation) [2019] EWHC 1566 (Ch) (“Burnden Holdings”) provides a thorough review of English dividends law, including...more
Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more
The court offers guidance on reversing lawful dividend payments and when directors need to take into account creditors’ interests. On 6 February 2019, the UK Court of Appeal published a judgment in BTI v. Sequana that will...more
Ruling provides helpful reminder to directors, companies, and creditors that Section 423 of the Insolvency Act 1986 applies even outside of insolvency. Background - The UK Court of Appeal has upheld a decision that a...more
The Court of Appeal of England and Wales (“CA”) made a significant ruling on two matters affecting the powers and duties of directors of English companies....more
Introduction - In light of the decisions made in the case of BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112 (the Sequana case), consideration may need to be given to the interests of creditors when declaring a dividend....more
Pension issues in corporate transactions can be complex when a defined benefit (final salary) scheme is involved. Factors to consider include - - risks of action by the Pensions Regulator; - penal fines and criminal...more
The Upper Tribunal (Tax and Chancery Chamber), the UK’s second level tax appeal court, have just published their judgement in the McQuillan case, which considered whether shares with no right to dividends or any other profits...more
BROKER-DEALER - FINRA Issues Notice Regarding Disruptive Quoting and Trading Activity Rule Changes - On June 7, the Financial Industry Regulatory Authority published Regulatory Notice 17-22, which addresses two rule...more
On 30 December 2016, the Companies Act 2006 (Distributions of Insurance Companies) Regulations 2016 (the “Regulations“) came into force. The Regulations apply to distributions made on or after that date by reference to...more
The political, economic and constitutional fallout of the UK’s referendum decision to leave the European Union (Brexit) will continue for some time. In addition to considering some of the possible domestic UK tax implications...more
Smart Acquisition Structures For Deals In Germany And The UK - What Are the Criteria for Smart Acquisitions via Corporations? - Inbound investment structures seeking to acquire a German or UK corporation should take...more
Skadden held a webinar on September 14, 2015, to discuss certain key aspects of the U.K. Supreme Court decision in Anson v. HMRC, with a focus on potential ramifications for multinational groups including Delaware LLCs (and...more