A key component of the anti-money laundering rules is monitoring of financial services providers by regulators. Inherent in this is the requirement for financial services providers to register under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.
November 2017 - Commercial Edition
It is standard for a sale and purchase agreement (whether it be for shares or assets) to be subject to conditions. The most common of these are due diligence and shareholder (or third party) consents...
August 2017 – Commercial Edition...
Redeemable Preference Shares…
Shareholder Loans…
Subscription Agreements…
Eligible Investors…
Acquisitions: Warranty Thresholds and Knowledge Qualifiers…
Tainted Capital Gains...
There is an expectation that proceeds from the sale of capital assets are tax free...
Essential Contract Terms…
Although every contract is unique there are some terms that should not be forgotten...
Takeovers Code – Small Companies Minimum Asset Threshold
Those familiar with the Takeovers Code will immediately sympathise with the inordinate compliance costs...
Health & Safety Laws
April 1 marks the commencement date for the new health and safety laws.
Restraints of Trade
These are of course often sought and usually given on a business sale.
Issues on selling a business Part 3
This is the third in a series of articles that will appear identifying discrete issues in selling a business.
Finance Leases and Operating Leases
Finance leases are leases of assets for a fixed term where the lease payments relate to the value of the asset and not the use of them.
Issues on selling a business Part 2
This is the second in a series of articles that will appear identifying discrete issues in selling a business.
Issues on selling a business Part 1
This is the first in a series of articles that will appear identifying discrete issues in selling a business.
Supply Agreements & Distribution Agreements
Pronounced focus on cartel behaviour by the Commerce Commission should be of note for all suppliers, be they import/distributors or local manufacturers. In this article, I draw your attendion to proposed legislative changes in relation to price fixing and output restrictions.
Consumer Law Reform Bill
There is currently a bill before Parliament which, if passed, will extensively overhaul consumer law. All businesses will be forced to review their contracts to ensure compliance with the new laws.
Convertible Notes or Preference Shares
The choice of raising funds by way of an issue of convertible notes or preference shares is usually driven by a mixture of security and tax considerations.
Expense Reduction Agreements
The premise behind an expense reduction agreement is that by engaging expense reduction analysts you will be able to increase profits through cost cutting.
Indemnities - What to look for?
A standard form indemnity will extend to "any liability, loss, costs or expenses incurred as a result of or in connection with any breach of this contract by, or the negligence of, the supplier, or any breach of a law by the supplier".
SPAs - Earn Outs and Warranty Caps
Conceptually earn out arrangements are a convenient way of managing price expectations and risk for both sellers and buyers in the contestof business and share sale and purchase agreements.
Exemptions from Prospectus Requirements
There is no requirement to register a prospectus when offering securities if the offer is not made to the public. The most common instance of this is a "private placement", ie an issue or allotment of securities to one or more persons privately.
Professional Development
The Law Commission has released two substantial reports review trusts. They are essential reading.