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Unquoted shares – valuation

A recent CA decision gives useful guidance on the valuation on unquoted minority shares.

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Trade secrets – employment

These days many small companies prefer to rely upon the law of ‘trade secrets’ rather than go to the expense and complexity of patents and trade marks (unless an item is clearly patentable).  

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EC competition – new joint ventures

The ECJ has held that the creation of a joint venture only requires competition filing and clearance from the EC if it will be a ‘fully functioning’ commercial entity. This is an important change. A JV will only be ‘full function’ if it is a fully functioning market operation (eg it conducts its own commercial policy; it operates independently with its own management running its day-to-day operations; it carries out activities that are more than merely one specific function for the parents of the JV; it is not bound by sales and purchase agreements to its parents).  

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Administration – statutory moratorium

There are three ways in which an insolvency administrator can be appointed: (i) by the court, (ii) by the holder of a qualifying floating charge, or (iii) by the company (or its directors). Note that as between a floating charge and the company, it is the floating charge holder who has priority in making an appointment of an administrator. Accordingly, if a company or its director wants to appoint an administrator they have to give five business days’ written notice of this ‘intention’ to any floating charge holder. That notice of intention then allows the floating charge holder the chance to exercise their right before the company or its directors.

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Debt – winding up

A company’s liquidator can potentially recover any of the company’s property that is transferred after the date on which a winding-up petition is issued. Section 127 IA 1986 makes any disposition of property (eg money) void if it is done after the issue of the winding-up petition.

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Exclusion clause – ‘business common sense’

Ove Arup gave advice on a development site, including advice on asbestos contamination. After purchase, substantial asbestos was found and the developer sued Ove Arup. They, in turn, relied upon an exclusion clause which limited liability for pollution and contamination to £5m. Liability for asbestos was specifically excluded.

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Notice – ‘grounds’

 If you are serving a notice of breach, make sure it complies with the specific requirements of the contract.

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Luxury brands – online sales

Luxury brands do all they can to preserve the exclusiveness of their products. Thus, they try to prevent them being sold online (especially through retailers such as eBay and Amazon). But, to what extent are such policies anti-competitive?

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Trade mark – ‘Special K’

In Australia, Kellogg’s has taken action against wild-boy tennis player Thanasi Kokkinakis who is widely known as ‘Special K’. Since Kokkinakis has started using that nickname in his branding, Kellogg’s says it is merely protecting its registered trade mark.

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Chattel as security – bill of sale

A bill of sale is a useful way of taking security against high-value moveable items (eg luxury cars, artworks). A bill of sale is a non-possessory form of security (ie the lender does not take possession of the asset), which has the advantage of being registerable under the Bills of Sale Acts 1878 and 1882. But, a form prescribed by the Acts must be followed, and the bill must be registered within strict time periods (with any variations and amendments also being registered). In addition, the bill of sale must be re-registered every five years. Failure to comply with the strict rules results in the security becoming invalid.

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Most-read articles

Court of Protection – trust deputies
Friday, 13 April 2018
How does the CoP approach an application to appoint a trust corporation as a deputy? HHJ Hilder has, in a recent CoP ruling involving 36 applicants and 11 trust corporations, analysed the law on the... Read more...
Professional – update
Friday, 13 April 2018
 A reminder that internal e-mails can result in SRA action; for a case involving sexist, racist and homophobic e-mails sent to a work colleague see [2018] LSG 12 February 2. Read more...
CFA – assignment
Friday, 13 April 2018
The introduction of LASPO in April 2013 caused problems for clients who already had CFAs, but then wanted to move to another firm. Read more...
Agent of change – new builds?
Friday, 13 April 2018
The ‘agent of change’ principle has been hotly debated in planning circles for some time. Indeed, the concept is likely to feature in the revised National Planning Policy Framework and the draft... Read more...
Withdrawing admissions – increase in value?
Friday, 13 April 2018
Suppose a defendant is faced with a low-value claim and decides to admit liability; later, it turns out that there is a significant increase in the value of the claim. At that stage, can the... Read more...
Service charges – estoppel?
Friday, 13 April 2018
Suppose service charges have been raised for many years in a way that does not properly accord with the wording of the lease; if T subsequently questions those service charges, can L argue that... Read more...
Service charges – code of practice
Friday, 13 April 2018
The RICS has published the proposed changes to its Code of Practice on service charges. The important change is that RICS members must act in accordance with eight core principles; the Code is no... Read more...
Japanese knotweed – nuisance
Friday, 13 April 2018
One of the (potentially) most important decisions last year was a humble county court case in which it was held Network Rail was liable after Japanese knotweed grew close to neighbouring terraced... Read more...
Adoption – new regulations
Friday, 13 April 2018
 A number of new provisions in relation to adoption are in force (as of 5 January 2018) under the Adoption and Care Planning (Miscellaneous Amendments) Regulations 2018. Read more...
Sickness – on holiday
Friday, 13 April 2018
 A worker who falls ill during annual leave is entitled to take that holiday leave at a later date. This is so whether the sickness commenced before, or during, the holiday. Read more...

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