Subsidiary meaning

How to use this Checklist This Checklist aims to flag common issues that emerge during the negotiation and drafting of a publishing agreement. For a model publishing agreement, see Precedent: Publishing agreement—pro-publisher. For more detail on matters raised in this Checklist, consult Practice Notes: Assigning intellectual property rights; Licensing intellectual property rights. Where appropriate, this Checklist can also act as the basis of a simple, non-binding heads of terms. For guidance on doing so, see Precedent: Heads of terms—commercial contracts. The third column can be used to capture observations or comments as the Checklist is completed. Checklist schedule for proposed publishing agreement Checklist Further information Notes (if any) Parties Verify each party’s legal status and consider whether any third parties (such as group affiliates) will benefit from the proposed agreement. Commencement, duration and termination Confirm the start or effective date. Determine whether the agreement lasts for the full copyright term in the work or for a...

Section 678(1) of the Companies Act 2006 (CA 2006) provides: When someone is purchasing, or planning to purchase, shares in a public company, it is unlawful for the company itself, or for any company that...

'Twin peaks' regulatory structure The 2007–2008 financial crisis prompted a sweeping overhaul of the UK’s supervisory framework. The new model, effective from 1 April 2013, is widely referred to as ‘twin peaks’ regulation. Under this arrangement, responsibilities are divided between: Prudential oversight — undertaken by the Prudential Regulatory Authority (PRA) for insurers, banks, building societies, credit unions and systemically important investment firms. Conduct supervision — undertaken by the Financial Conduct Authority (FCA), which also carries out prudential regulation of investment firms that are not systemically important. The framework also encompasses the Bank of England (the Bank) and its Financial Policy Committee (FPC), and the Payment Systems Regulator (PSR), a subsidiary of the FCA that began operating in 2015. For a visual outline, see Practice Note: Regulatory structure diagram. For more on the UK regulators, see Overview: UK regulators—financial services—overview, and for how they interact with each other and non-UK regulators, see Practice Note: Interaction between the PRA, FCA and FPC...

CCPC outlines competition concerns in preliminary assessment of Circle K/Pelco deal. The Competition and Consumer Protection Commission (CCPC) has issued a preliminary assessment to the parties involved in the planned purchase of Pelco Holdings Ltd by Ard Services Ltd, a subsidiary of Circle K Ireland Holding Ltd (M/24/042). The assessment outlines the CCPC’s preliminary concerns regarding how the proposed acquisition might reduce competition in the retail motor fuel sector overall. As this is only a preliminary assessment, and not a final decision, the parties may now also formally reply in writing, deliver oral submissions, and further get...

Poste Hotels Ltd v Cousins [2020] EWHC 582 (Ch) The central question was whether the defendant enjoyed a parking easement giving her the liberty to leave a vehicle in Church Court, Stamford. The County Court judge found that she had acquired such a parking right by prescription, and the claimant challenged that conclusion on appeal. What are the practical implications of this case? The ruling restates key principles on prescriptive easements that advisers should note: Where there are two plausible lawful bases for the use, and the pattern of enjoyment fits either explanation equally, use as of right is not made out A prior grant of a right of way across the car park did not prevent the car park owner from being capable of granting a (hypothetical) right to park, which would operate subject to the earlier right of way; however, the prior grant could not be disturbed Parking may still be ‘as of right’ even if it is exercised subject to the...

In this issue: Budgets and Finance Bills Companies and corporation tax Brexit and tax Real estate tax Individuals and income tax Stamp and transfer taxes VAT Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Budgets and Finance Bills King’s Speech 2024 His Majesty the King outlined the government’s priorities, agenda and intended measures for the forthcoming parliamentary session during the State Opening of Parliament on 17 July 2024. Initial reactions from the Private Client community to the announcements have been collated. See: LNB News 17/07/2024 92. CIOT letter to the new Exchequer Secretary to the Treasury The CIOT has written to the incoming Exchequer Secretary to the Treasury, James Murray MP, setting out tax matters for the new administration. See: LNB News 17/07/2024 22. Companies and corporation tax Supreme Court finds advisers’ fees were capital in...

The company establishing a SIP The company setting up a share incentive plan (SIP) does not need to be the same entity whose shares are allocated. However, both: the shares to be granted, and the connection between the SIP-establishing entity and the company whose shares are issued must satisfy the relevant legislative conditions. A SIP can be created either: solely for employees of the company that establishes it; or for those employees and for employees of other companies it controls (a group plan)—see Constituent companies below. In a group where the parent company’s shares are to be awarded, there are two options: the parent company may establish the SIP and extend it to the appropriate subsidiaries; or each subsidiary may establish its own SIP, provided the other statutory requirements concerning the shares under award are met—see Requirements for the shares. The advantage of each subsidiary operating its...

The Companies Act 2006 (CA 2006) provides comprehensive rules governing how a company prepares its annual accounts. Through the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations), selected elements are extended to limited liability partnerships (LLPs), with suitable adaptations. The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016, SI 2016/575 (the 2016 Regulations) introduced a range of amendments to the accounting framework for LLPs and qualifying partnerships. Further alterations affecting LLPs and other bodies were made by the Statutory Auditors Regulations 2017, SI 2017/1164. In most cases, the changes take effect for LLPs with financial years commencing on or after 17 June 2016; however, the stricter conditions on the small LLPs’ exemption from preparing group accounts apply to periods starting on or after 1 January 2017. This Practice Note, read alongside Practice Note: LLP Accounts—an outline of the statutory framework, distils the key obligations contained within these statutory provisions...

Stop Press: Section 49 and Schedule 7 of the Finance Act 2026 revise the UK’s domestic rules on UK permanent establishments of non-UK companies, applying to accounting periods (for corporation tax) and tax years (for income tax) that start on or after 1 January 2026. The measures update both the definition of a UK permanent establishment and the methodology for attributing profits to a UK permanent establishment, each intended to align more closely with the OECD Model Tax Convention. They also adjust how the investment manager exemption operates. For further details, see News Analysis: Budget 2025—Tax analysis — International. A non-UK resident company trading in the UK may either incorporate a UK subsidiary or trade through a permanent establishment (PE), commonly a branch. This Practice Note sets out the key UK tax considerations relevant to that choice, while recognising that tax is only one of several matters to be weighed...

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Sanctioned Activity: activity subject to a Sanctioning Body’s sanctions. Sanctioning Body: United Kingdom, United States of America, European Union, and any other authority administering sanctions. Sanctioned Entity: any person or entity that is, or is owned or controlled (directly or indirectly) by one that is, sanctioned or on a designated list of a Sanctioning Body; ‘owned or controlled directly or indirectly’ has the meaning in Sanctions Laws. Sanctions Laws: all law on a Sanctioned Activity binding either Party or the Agreement’s performance. Sanctions Policy: the Seller’s sanctions policy in Appendix [insert Appendix number], as updated and notified to the Buyer. is not a Sanctioned Entity; has not been notified of any Sanctioned Activity investigation; is unaware of Business circumstances likely to prompt such investigation; shall comply with Sanctions Laws and the Sanctions Policy; ...

Applicant: [ NAME OF WITNESS ] First witness statement; Dated: [ insert ] — Exhibit: [ XX1 ] — Court ref. no: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE ] Business and Property Courts [ of England and Wales ] [ in [ INSERT LOCATION ] ] [ Company & Insolvency List (ChD) ] Or [ in the County Court at [ INSERT LOCATION ] ] [ Business and Property Courts List ] Or [ in the High Court of Justice ] [ Chancery Division ] In the matter of [ INVESTMENT BANK NAME ]; in the matter of the Investment Bank Special Administration Regulations 2011; and in the matter of the Insolvency Act 1986 WITNESS STATEMENT OF [ WITNESS NAME ] I, [ witness name ], being a director [ and chairperson ] of [ investment bank name ] of [ investment bank address ], state as follows: I serve as [...

ORDINARY RESOLUTION [ That approval be given, in accordance with section 198 of the Companies Act 2006, for a quasi-loan in the sum of [ insert amount of quasi-loan ], to be advanced by [ insert name of subsidiary company ] to [ insert name of director ], a director of the Company. OR That the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ] in relation to a quasi-loan of [ insert amount of quasi-loan ] by [ insert name of person who has given or is giving the quasi-loan ] to [ insert name of director ], a director of the Company, be authorised pursuant to section 198 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be authorised in accordance with section 203 of the Companies Act 2006. ]...

Practice Note: Applying under the Representative of an Overseas Business category Please see Practice Note: Applying under the Representative of an Overseas Business category, which sets out the eligibility criteria and process (including application form and fee details) for submitting an initial application or seeking an extension under the UK immigration route for Representatives of an Overseas Business. The note explains the eligibility criteria for Sole Representatives of an Overseas Business...

Section 7 of the Bribery Act 2010 (BA 2010) provides: (1) A relevant commercial organisation (“C”) is guilty of an offence under this section if a person (“A”) associated with C offers a bribe to another person with the intention of: (a) securing or retaining business for C; or (b) securing or retaining an advantage in the conduct of C’s business. (2) However, it is a defence for C to prove that it had in place adequate procedures devised to prevent persons associated with C from carrying out such conduct. BA 2010, s 8 defines an associated person: (1) For the purposes of section 7, a person (“A”) is associated with C if (disregarding any bribe under consideration) A is a person who performs services for or on behalf of C. (2) The capacity in which A performs services for or on behalf of C does not matter. (3) Accordingly A may (for example) be C’s...