Company News | DFA Law Northampton Solicitors News

Court's Jurisdiction

The High Court recently held that it had jurisdiction to sanction a proposed scheme of arrangement in respect of a company whose principal place of business was not in England and Wales.

For advice on any aspect of commercial litigation we can help. Contact email on info@dfalaw.co.uk..

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Group Relief

High Court proceedings claiming that the provisions of UK tax legislation restricting group relief to companies resident or carrying on an economic activity in the UK were incompatible with Community law were stayed recently by the House of Lords in the case of companies which had made or could still make a claim for group relief, since in such cases the tax appeal commissioners had exclusive statutory jurisdiction.

For advice on tax legislation and how it affects your business contact email on info@dfalaw.co.uk..

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Securitisation Arrangements and the Right to Claim Possession

The Court of Appeal has decided that securitisation arrangements, widely adopted by mortgage lenders as an inexpensive method of fund raising, did not have the effect of preventing the mortgagee - as registered proprietor of the legal charge and who retained legal ownership of it - from exercising the right to claim possession of the mortgaged property.

For further information on securitisation arrangements contact our company and commercial team on info@dfalaw.co.uk..

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Loss Notification Option

The Court of Appeal has recently confirmed that the formal requirements for a loss notification option contained in the excess layers of an insurance policy had not been complied with. The notice relied on had been sent to the wrong addressee, had not been sent by or on behalf of the insured and did not purport to be a notice exercising the option.

For advice on all aspects of Corporate & Commercial Law and litigation email info@dfalaw.co.uk..

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Shortfall Following Repossession

The Court of Appeal has held that a mortgagees claim for a debt that had arisen by virtue of a shortfall following the repossession of a mortgaged property was time-barred and no reliance could be placed upon letters that had passed between the mortgagor and the mortgagee to establish an acknowledgment of the debt.

For advice on all aspects of company and commercial law contact us first on info@dfalaw.co.uk..

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Business Practice: Seeking Corporate Finance

The expression "Corporate Finance" generally refers to the mechanisms and processes by which businesses raise capital or enhance capital values for operations and growth.

Capital can be raised in a variety of ways, such as by the issue of shares or debentures, or the provision of loans or banking facilities. Capital values can also be enhanced or protected when businesses are merged or acquired or restructured. The mechanisms and processes can either be private or public in nature, depending on the objectives of the corporate finance exercise.

The mechanism or processes by which corporate finance is provided or the corporate finance transaction executed as well as the nature of the transaction contemplated will determine the level or type of due diligence required or available.

For further advice on corporate finance in general contact info@dfalaw.co.uk..

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Account of profits - Fraudulent misrepresentation

In a case which came before the Court of Appeal earlier this year the appellant appealed against a High Court decision that the respondents were entitled to an account of the profits from the sale of a hotel. In proceedings brought by the respondents the judge had held that there had been a fiduciary relationship between the appellant and the respondents in relation to the joint venture to buy the hotel and that the appellant had fraudulently misrepresented that his contribution would be made in cash, when in fact it had been made by setting off obligations he was owed by the vendor.

The Court of Appeal dismissed the appeal holding that the appellants profit was wholly unauthorised at the time it was made and had remained so. The appropriate remedy was that the appellant should disgorge all the profits, whether of a revenue or capital nature, that he made from inducing the respondents by his fraudulent representations to enter into the hotel venture subject to any allowances permitted by the court on the taking of the account.

For advice on fiduciary relationship matters and company finance in general contact info@dfalaw.co.uk..

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Disability Discrimination and Business

Businesses providing a service to the public have had to comply with Disability Discrimination Act amendments since October 2004. The new rules require businesses to "make reasonable adjustments" to the physical features of their premises to overcome physical barriers to access, such as doors and stairs.

In the past small businesses i.e. those with less than 15 employees, were exempt from certain parts of the legislation but from October 2004 they have been required to make similar reasonable adjustments to provide for employees with a disability, e.g. by providing specialist equipment.

New discrimination rules in the workplace also give disabled employees protection against "less favourable treatment on the grounds of disability".

Is your business fully compliant? To find out more about how the legislation affects your companys interests contact info@dfalaw.co.uk..

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The Advantages of IP Protection

Taking steps to protect future assets should be a natural process for any business and actually seen as an investment. Protecting intellectual property (IP) safeguards the growth of a business as well as protecting it from theft. IP protection can help businesses of all sizes raise finance, improve company performance, build brand awareness and improve customer loyalty. However, despite these clear benefits, only 26% of UK businesses, either recognise or know how to take full advantage of this growing area of opportunity.

Intellectual property falls into three broad categories:

Patents protect inventions by giving the owner of the patent the right to stop anyone from making or using the invention without the owners permission.
Trade marks are signs which are used to distinguish the goods or services of one business from those of another. (Most trade marks are words or logos or combinations of the two, but other forms e.g. three-dimensional shapes, combinations of colours and even sounds, may be used as trade marks.)
Design protection is often the reason that a particular product is chosen or desired. Protection for design work can be important in preventing competitors from using the same or a very similar design.

For further information on how IP protection can help your business and the types of protection available in general, contact info@dfalaw.co.uk. for assistance.

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Contractual Commitment Confirmed

The Court of Appeal has decided that the mere fact that two parties proposed in a letter that their agreement should be contained in a formal contract to be drawn and signed in the future, did not preclude the court from concluding that they had already informally contractually committed themselves on exactly the same terms.

A cautionary tale... To ensure that your company is not caught unawares by signing such correspondence, contact us on info@dfalaw.co.uk..

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Business Practice: Financial Due Diligence

This involves financial investigations with the help of a firm of accountants or an investment bank to verify whether all books of accounts and other financial records are up to date and have been accurately maintained. It also seeks to search out the current trading position and prospects of the business, which are not evident from the historical or filed accounts. The fact that the books are audited provides some comfort but usually this information will be significantly out of date.

Businesses are dynamic and every day something may change that will affect the overall financial position of the company prior to conclusion of the transaction. For example, on a lending transaction, a lender will frequently require extensive drawdown conditions under which very up-to-date information is provided on the companys affairs prior to drawdown, for example up-to-date debtors and creditors lists, cash balances and reassurance that no material changes or events have taken place.

Whether buying or selling, making sure your due diligence exercise is structured properly. We can help. Contact info@dfalaw.co.uk. for advice.