Trading Subsidiary meaning

In this issue: Adjudication Building safety Arbitration Standard form contracts Litigation Procurement in Construction LexTalk®Construction: a Lexis®Nexis community Daily and weekly news alerts New and updated content Construction trackers Adjudication Existential challenges and adjudication jurisdiction—a TCC reality check (HTC v WLP) In High Tech Construction Ltd v WLP Trading and Marketing Ltd [2026] EWHC 152 (TCC), the TCC declined to grant summary enforcement of an adjudicator’s decision where the very existence of the contract under which the adjudicator was appointed was in dispute, alongside allegations of fraud. Relying on Pegram Shopfitters v Tally Weijl, the court observed that because the challenge went to formation, rather than misdescription of terms, any jurisdiction ruling by the adjudicator carried no interim authority. Enforcement would therefore be refused if WLP Trading and Marketing Ltd (WLP) had a respectable case that no underlying contract existed; the court considered there was a real prospect that the adjudicator had no...

In this issue: Employment issues New content Company law and regulatory Trackers Dates for your diary Weekly highlights from other practice areas Employment issues Option holder denied chance to exercise options entitled to relief based on proprietary estoppel The High Court has ruled on a claim by Mr Andrew Dixon against GlobalData plc concerning share options under the company’s unapproved employee share option plan (the Plan). Between January 2006 and 31 December 2014, Mr Dixon worked for Canadean Limited, which became a subsidiary of GlobalData after its purchase in September 2010. He received 400,000 options in January 2011 under the Plan. In September 2014, he was notified that his employment would end. After talks with senior management, his termination date was moved to the end of December 2014 on amended terms. The Court found that the then CEO, Mr Simon Pyper, had assured him that his options would “vest in line with current conditions”. Mr Dixon subsequently...

Hotel La Tour Ltd v HMRC [2025] UKSC 46 The appellant, HLT, held the share capital of its subsidiary, Hotel La Tour Birmingham Ltd (HLTB), which managed a hotel in Birmingham. That company was sold in part to help fund the build and development of a new hotel in Milton Keynes, with the remaining deficit met through a bank loan. HLT incurred professional costs of £382,900 plus £76,823 VAT, and the central question was whether that VAT could be recovered. HMRC denied the input tax deduction on the basis that the expenditure was linked to an exempt share disposal. HLT (broadly) contended that the inputs were deductible because, as a matter of fact and law, the relevant output to which the services were most closely connected was not the exempt share transaction, but its wider hotel trading business, consisting of taxable supplies. The First-tier Tax Tribunal (FTT) had previously ruled in HLT’s favour, holding that there was a direct and immediate connection between the professional fees incurred and...

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...

Before disposing of a business or trade When planning a disposal, a corporate seller must choose the most suitable deal structure. Commercial drivers should lead, yet securing a tax-efficient outcome will inevitably be a key concern. The initial choice is whether to transfer: the business and its underlying assets (a business sale), or the shares in a subsidiary that holds the business and assets (a share sale) Broadly, sellers tend to prefer a share sale: it offers a straightforward exit and, where the substantial shareholdings exemption (SSE) applies, any gain is exempt from tax. An asset deal is more likely to crystallise tax charges and leaves any pre-completion tax liabilities with the seller. This Practice Note does not address individual sellers or business asset disposal relief (BADR). For more on BADR, see Practice Note: CGT—business asset disposal relief (formerly entrepreneurs' relief)...

This Practice Note explores the doctrine of separate legal personality for a registered company, and surveys the relevant case law addressing the narrow situations in which the corporate veil might be pierced. It also separates true piercing or lifting of the veil from the more routine instances in which the veil is sidestepped by reliance on another legal or equitable entitlement. The analysis underscores the limited nature of this intervention and the authorities that define it. Corporate legal personality—the Salomon principle A duly incorporated company is a person distinct from its members, holding its own rights and bearing its own liabilities as an independent legal subject. This rule, often called the corporate veil or the Salomon principle, was most famously articulated by Lord MacNaghten in Salomon v Salomon: the company, at law, is wholly separate from the subscribers to the memorandum; even if, after incorporation, the undertaking remains exactly as before, with the same individuals managing it and the same people receiving the profits, the company is not...