Corporate Focus - February 2010
Welcome to the next edition of the Weightmans Corporate
Newsletter.
In this edition, we look at the impact the new
Bribery legislation will have on businesses. We explore the
operation of exclusion clauses and “entire agreement clauses” in
the light of two interesting decisions by the High Court and
Technology and Construction Court. We review the forthcoming 50%
tax rate and how, with advance planning, business can still make
tax saving. There is also information for lenders on how they can
use rental income as an effective remedy for defaulting
borrowers.
We welcome feedback on ways in which we can
ensure our newsletters suit your needs. Please email Ian
Vicary on: ian.vicary@weightmans.com
Hot Topics
Fraud and corruption feature in this edition;
the judgment in the high profile BskyB v EDS case was handed down
in January holding that Sky successfully proved fraudulent
misrepresentation- but what does this actually mean for IT
suppliers? The new Bribery Bill, to be enacted this spring, looks
set to make dramatic changes to the current Bribery legislation and
shifts focus onto organisations to police themselves and prevent
bribery from happening within their own ranks.
Sky’s the limit
The high profile dispute between BskyB Limited
and IT supplier, EDS Limited has been decided in the Technology and
Construction Court. The case has cast some doubt on the efficacy of
“entire agreement clauses”. Sean
Crotty assesses the practical implications this has on IT
suppliers.
Right to recover, even in small claims?
A recent decision in the High Court has
suggested that a clause reserving the right to recover litigation
costs, whatever the size of the claim may be effective. Danni Bensley reviews this case and considers how to
improve the chance of recovery of small claims costs.
Exclusion clauses feel the pinch
The High Court has recently considered the
reasonableness and severability of exclusion clauses in supply
agreements. Lynne Rathbone considers the
impact of this case on the drafting of commercial
contracts.
Bungs will get you hung
The Bribery Bill is shaping up to be one of
the most comprehensive anti-corruption laws in the world and will
have far-reaching effects on many different commercial
organisations. Ian Vicary examines the main
offences created by the legislation and the onus is on the
organisation to protect itself from prosecution.
Fighting 50% tax
April will see the introduction of the new 50% tax rate.
Lisa Stephenson looks at the ways in which
advance planning can help make savings.
Reviewing articles of association
The model articles, created under the Companies Act 2006, enable
companies to benefit from more relaxed rules on decision-making by
directors. Barry Doherty reviews these
changes, and the advantages which they present for
companies.
Changes in website content regulation
The way in which website content is regulated
is set for significant changes which, if ratified, will extend the
scope of current codes of practice. Janet
Weil dispels some of the rumour surrounding the proposed changes
and examines the facts.
Assignment of rent: an effective remedy against defaulting
borrowers?
Having a defaulting borrower’s rental income
assigned directly to the lender can prove an effective alternative
to repossession. David Tabinor explores
assignment of rent and the benefits it offers to lenders.
Stop twittering!
The High Court has recently served its first
injunction via the social networking site, Twitter. Tom Collins assesses the effect this may have on the
way in which proceedings will be served in future.
News
Know your limits
There have been several recent
changes in compensatory limits for employment claims. Our employment team reviews these changes and
introduces Weightmans' new "HR Rely" service, which
is aimed at providing support and advice to
both employees, and employers, in relation to any day to
day employment issues.
Corporate deals
Weightmans Corporate and Commercial teams deal
with a wide range of services including mergers and acquisitions;
management buy-outs and buy-ins; reorganisation and restructuring;
joint ventures and shareholder agreements.
For examples of our
recent deals please click here.
This update does not attempt to provide a full
analysis of those matters with which it deals and is provided for
general information purposes only and is not intended to constitute
legal advice and should not be treated as a substitute for legal
advice. Weightmans LLP accepts no responsibility for any loss that
may arise from reliance on the information in this update. The
copyright in this update is owned by Weightmans. © 2009 Weightmans
LLP. Weightmans is a limited liability partnership