Counterparty Company meaning

This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows: The tax consequences of contractual joint ventures The tax consequences of establishing a joint venture partnership The tax consequences of operating and terminating a joint venture partnership The tax consequences of establishing a joint venture company The tax consequences of operating and terminating a joint venture company The tax consequences of international joint ventures The transfer pricing and joint ventures The tax influences on choice of joint venture...

Legal issues This checklist sets out the main terms and matters to bear in mind when preparing and negotiating indemnity provisions in commercial (business-to-business) contracts. For model wording with drafting notes, see Precedent: Indemnity clause-commercial contracts. For more on indemnities, consult the following Practice Notes: Indemnities in commercial contracts Guarantees and indemnities-general contract For a practical guide to reviewing an indemnity clause in B2B agreements, see Practice Note: How to review an indemnity clause. General comments What to watch out for Is an indemnity appropriate? An indemnity is a contractual promise by one party to reimburse the other for specified loss or damage or, in some instances, to relieve them from liability. Unlike a guarantee, it imposes a primary obligation that may not rely on a third party’s default. Assess if an indemnity is the right mechanism or whether a guarantee is preferable, for example where a parent company guarantees a subsidiary’s obligations. If advising the indemnifier, consider...

This checklist sets out what a company listed in the equity shares (commercial companies) category must announce to a regulatory information service (RIS) in relation to a significant transaction under UKLR 7.3 of the UK Listing Rules. Under the UKLR, a significant transaction is one where any percentage ratio reaches 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following must be notified to a RIS as soon as the terms of a significant transaction are agreed: UKLR 7.3.1R (2)(a): A statement setting out why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4): If the notice concerns aggregated transactions, an explanation of the basis for aggregation, with reference to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b): A summary of the transaction and the company’s rationale for undertaking it, including the items below. UKLR 7 Annex 2, 1.1 R (1): Full particulars of the transaction, including the name of the counterparty. UKLR 7 Annex 2, 1.1 R...

In this issue: Private M&A Directors and company secretaries Members Financial services regulation for corporate lawyers Daily and weekly news alerts Dates for your diary Trackers Latest Q&As Useful information Private M&A Compliance with a notification clause—does the other side know enough? (Drax v Scottish Power) News analysis: Ben Summerfield, partner at Morrison Foerster, alongside James Wong, associate at Morrison Foerster, review Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477. In Drax, the Court of Appeal assessed what amounts to compliance with a notification clause in a share purchase agreement. Such clauses are routinely included in share purchase agreements and, increasingly, appear across other contractual forms. In essence, notification provisions require that, before one party to the contract may advance a claim against the counterparty, the claimant must deliver a notice of claim to that counterparty. A failure to meet the stipulations of a notification clause within...

Yangtze Navigation (Asia) Co Ltd & another v TPT Shipping Ltd & others (The Xing Zhi Hai) [2024] EWHC 2371 (Comm) This decision reaffirms the settled position that courts are reluctant to let agency concepts supplant the doctrine of separate corporate personality, a defining feature of standard shipping company structures. It also addresses the practical challenge that can arise when a counterparty deals with an intermediary usually known to act for principals, but the capacity is unclear on this occasion. Background the dispute related to three consignments of logs carried from New Zealand to India the logs were produced by the third to fifth defendants (the Exporters), who executed Log Marketing and Sales Agency Agreements (LMSAAs) with TPT Forests Ltd (Forests) under those LMSAAs, Forests acted as the Exporters’ agent to market and sell their logs abroad. Consequently, Forests concluded a shipping services agreement (SSA) with TPT Shipping Ltd (TPT Shipping) as agent for and on behalf of the Exporters, and subsequently,...

Company A 1st Plaintiff Company B 2nd Plaintiff and Compny C Defendant [2024] HKCFI 3505 What are the practical implications of this case? In suitable cases, the Hong Kong Court’s readiness to order injunctions under section 45 Cap 609 to maintain the status quo until the final arbitral award highlights the Court’s pro-arbitration support for proceedings conducted outside Hong Kong. The ruling assures international participants that, when confronted by an uncooperative counterparty, their positions will be safeguarded by the Hong Kong Court throughout the arbitration. Judge Mimmie Chan’s judgment stresses the need to facilitate the arbitral process and to ensure that the defendant’s non-compliance and delay do not erode the plaintiffs’ prospects of obtaining effective relief. Her reasoning demonstrates a careful equilibrium between the court’s jurisdiction and the doctrine of minimal curial intervention in arbitration. Although the court granted the plaintiffs the interim relief sought, it also underlined that its function is to assist, not to intrude upon, the arbitral process. This both preserves the autonomy of arbitration...

Practice Note This Practice Note sets out the matters that may arise on a private M&A deal (whether implemented as a share acquisition or an asset acquisition) where a counterparty is a company whose shares are listed in the equity shares (commercial companies) category or in the transition listing category on the Financial Conduct Authority’s (FCA) Official List and are admitted to trading on the main market for listed securities (Main Market) or admitted to trading on AIM. It also addresses points common to all public companies, whether exchange-listed or not. In these scenarios, the buyer and/or seller may need to release suitable market announcements containing certain mandated enhanced disclosures. Where the deal amounts to a reverse takeover (see below) and the purchaser is a listed company, the purchaser may have to dispatch an explanatory circular to shareholders and secure their approval for the acquisition at a general meeting (that approval will become a condition to completion and therefore influence the timing of the acquisition). The principal additional procedures...

Industry bodies Body Description Electricity Settlements Company Ltd (ESC) The ESC serves as the Capacity Market Settlement Body, handling capacity payments to, and penalty payments from, participants supported by the Capacity Market. It also oversees the inflows from licensed electricity suppliers that underpin these disbursements. Appointed under the Capacity Regulations (SI 2014/2043, reg 80), the ESC is wholly owned by DESNZ, which, from 7 February 2023, took over the energy portfolio of the former Department for Business, Energy and Industrial Strategy (BEIS), now dissolved. Its relationship with its sole shareholder—the Secretary of State for Energy Security and Net Zero (SoS), previously the Secretary of State for BEIS—is defined by a Framework Document. In practice, the ESC shares an office, website, and senior officers with the Low Carbon Contracts Company Ltd (LCCC), the counterparty to the low carbon Contract for Difference (CfD) mechanism. LCCC is discussed further in Practice Note: Industry Bodies and Codes—Renewable Energy. ELEXON Limited (ELEXON) ELEXON oversees wholesale electricity balancing and settlement...

Industry bodies Body Description The ESC serves as the Capacity Market Settlement Body, overseeing the distribution of capacity payments and the collection of penalties from recipients supported by the Capacity Market. It acts as the Capacity Market ‘Settlement Body’. It also manages, in that capacity, the sums received from licensed electricity suppliers that finance the payments the ESC makes to those Capacity Market beneficiaries. Those supplier receipts underpin the ESC’s outgoing payments. The ESC was designated under the Electricity Capacity Regulations 2014, SI 2014/2043, reg 80, and is a company wholly owned by DESNZ. Its relationship with its sole shareholder—the Secretary of State for Energy Security and Net Zero (SoS)—is set out in a Framework Document. Operationally, ESC shares premises, a website and senior leadership with the Low Carbon Contracts Company Ltd (LCCC), the counterparty for the low carbon Contract for Difference (CfD) scheme. Further detail on LCCC appears in Practice Note: Industry Bodies and Codes—Renewable Energy. Great British Energy—Nuclear is an arm’s-length body tasked with delivering the...

Notice of assignment [ To be printed on the headed notepaper of the assignor ] To: [ insert name and address of the relevant contract counterparty ] Date: [ insert date ] Dear [ insert organisation name ], [ insert brief description of the relevant assigned contract ] We make reference to the transfer of contractual rights (the ‘Assignment’) dated [ insert date ], executed by us in our capacity as assignor (the ‘Assignor’), in favour of [ insert name of lender ] (the ‘Lender’). We also refer to the agreement concerning [ insert description of relevant contract ] dated [ insert date ], concluded between us as [ insert party ] and you, [ insert name of relevant counterparty ], as [ insert party ] (as amended, novated, supplemented, restated or replaced from time to time) (the ‘Contract’)...

Change of control notice—private M&A—share purchase headed notepaper of target company To: [ Insert name and address of contractual counterparty/interested third party ] [ Insert date ] Dear [ insert individual/organisation name ] Notification of change of control [ We hereby refer to the agreement dated [ insert date ] made between [ insert target company name ] and [ insert contractual counterparty name ], concerning [ insert details of contract ] (the Contract)...

Headed notepaper of target company To: [ Insert name and address of contractual counterparty/interested third party ] [ Insert date ] Dear [ insert individual/organisation name ] Notice of change of control [ We make reference to the agreement dated [ insert date ] between [ insert target company name ] and [ insert contractual counterparty name ] about [ insert details of contract ] (the Contract )....

For the purposes of this response, we proceed on the basis that any loss asserted by the debtor counterparty arises directly from the other counterparty going into administration; that is to say, it was not a loss or claim pre‑dating the administration (whether contractual or otherwise). The doctrine of set‑off, including—though not confined to—insolvency set‑off, is a technically complex area of law. For additional reading, refer to the following Practice Notes: Types of set-off What is set-off and when is it available? See also: Set-off:...