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A&L Goodbody LLP | November 2005

Rayan Restaurant Limited v Julies Company Restaurant Limited and others, High Court, 18 April 2005, reported at Firstlaw, reference FL10920 This case concerns an application for security for costs, which is an application made to court by a defendant. The defendant asks the court to order the plaintiff to lodge money into court, assurance that the plaintiff will be able to discharge at least some of its costs, if the defendant succeeds in the trial and is awarded its costs ...

A&L Goodbody LLP | November 2005

Irish Shell Limited v JH McLoughlin (Balbriggan) Limited, unreported High Court, 4 August 2005, Mr Justice Clarke This case is a good illustration of the application of the legal principles involved in granting an injunction while a related trial is pending (known as an interlocutory injunction). Facts: The plaintiff (Shell) sold a filling station in Balbriggan, County Dublin, to the defendant company in 2004 ...

A&L Goodbody LLP | November 2005

Halton International Inc (Holding) SARL and another v Guernoy Limited [2005] EWHC 1968 In this case, the UK High Court held that where a voting agreement conferred absolute discretion on an agent shareholder as to how to raise finance for the company and vote the shares of the other shareholders, on a share issue to raise funding, the agent did not owe fiduciary duties to the other shareholders in relation to the selection of investors ...

Dykema | October 2005

The Sarbanes-Oxley Act of 2002 (“SOA”) raised the bar with regard to, among other things, corporate governance, internal controls and executive responsibility. While SOA’s provisions apply primarily to public companies, private companies should become familiar with SOA for two reasons: First, portions of SOA do, in fact, apply to private companies – such as whistleblower protection and document retention provisions ...

A&L Goodbody LLP | October 2005

Secretary of State for Trade and Industry v (i) Christopher McKinley Swan (ii) Vuchuru Sadhana Reddy (iii) Brian Christopher Ritchie (iv) Brian Samuel North (v) Ian Stewart, [2005] EWHC603(CH) In this English decision the High Court held that the directors of the parent company should have known that its subsidiary companies had been involved in cheque kiting (a process designed to generate fictitious funds through the transfer of cheques between the bank account of two groups of companies) a

A&L Goodbody LLP | October 2005

New legislation implementing the EU Market Abuse Directive (Directive 2003/6/EC) came into effect in Ireland and a number of other EU Member States last July. The legislation has brought about important changes for all companies (Irish or foreign) whose shares are traded on the Official List of the Irish Stock Exchange (ISE), as well as their directors, senior management and advisers ...

A&L Goodbody LLP | October 2005

In the Matter of Flightlease Ireland Limited (In Voluntary Liquidation) and in the Matter of the Companies Acts 1963 to 2003 and in the Matter of an Application for Directions Pursuant to Section 280 of the Companies Act 1963, unreported High Court, 27 July 2005 Background: Flightlease Ireland Limited (Flightlease), a Swissair holding company, was declared insolvent, and an arrangement was put in place with Societe d’Explotiation OAM Air Liberte (Air Lib) whereby Air Lib’s holding company wou

Haynes and Boone | October 2005

Imagine you are a seasoned trial lawyer at a large, downtown firm. Following a successful “Beauty Contest” at the New York headquarters of Telco Corporation—a FORTUNE 500 telecommunications company—you are given the opportunity to represent Telco in future commercial disputes. To prepare, you begin to research Telco Corporation so that you are familiar with its management, core business, financials, and other issues potentially affecting future litigation ...

PLMJ | October 2005

This Newsletter approaches several issues, in a general and simple manner that the format requires, which we consider may be of interest to businessmen and companies, with the purpose to inform them or even to challenge them to new forms of organisation and development of their businesses ...

Hunton Andrews Kurth LLP | September 2005

Privacy notices are the windows to how organizations collect, use, share, and protect the information that pertains to individuals. As information processes have become more complex, privacy notices have become very long, mirroring the complexity. The effect has been to obscure the content that individuals need to know when making judgments about with whom they will do business. This has been an impediment to on-line commerce ...

Lawson Lundell LLP | September 2005

BRITISH COLUMBIA LEGAL UPDATE Prepared for 39th Annual Canadian Property Tax Association National Workshop Cross Canada Legal Panel September 25 – 28, 2005 INTRODUCTION The following is an overview of legislative changes and caselaw developments in British Columbia property assessment and taxation since last September’s session. The review is not intended to be exhaustive, but instead to provide a cross-section of topical cases which may be of interest both to the B.C ...

Shepherd and Wedderburn LLP | September 2005

Businesses in the UK are often willing to spend substantial sums of money on acquiring robust protection for their patents, trade marks and other intellectual property. Assets such as these help to set apart one business from its competitors. However, businesses have traditionally been less inclined to spend money on taking court action against competitors that infringe their intellectual property ...

Lavery Lawyers | September 2005

A new regime for prospectus and registration exemptions for private placements is now in effect in Quebec. It was developed by the Canadian Securities Administrators (“CSA”) and affects both private and public companies. In Quebec, the new regime has been implemented in the form of a regulation (“Regulation 45-106”), which has brought about significant changes to both prospectus and registration exemptions under the Securities Act (Quebec) (the “Act”) ...

Deacons | August 2005

The National Development and Reform Commission ("NDRC") issued the Notice on the Printing and Issuing of the Implementing Measures for the Reform of Electricity Tariffs on 28 March 2005 ("Notice") ...

Deacons | August 2005

The Ministry of Finance and the State Administration of Taxation jointly issued the Notice on the Issue of the Levy of Individual Income Tax on Income Derived by Individuals from Stock Options on 31 March 2005 ("Notice"). The Notice, which entered into effect on 1 July 2005, provides a number of guidelines regarding the taxability of such schemes. Taxable event The Notice applies to stock options granted to employees of listed companies or their holding companies ...

Deacons | August 2005

The State Administration of Taxation ("SAT") issued the Notice on Relevant Issues in Adjusting the Method for Calculation of Individual Income Tax Annual Lump Sum Bonus Etc. Received by Individuals on 21 January 2005. The Notice, which took effect on 1 January 2005, repeals two SAT Notices issued in 1996 and addresses the issue of the calculation of individual income tax ("IIT") on annual bonuses ...

A&L Goodbody LLP | August 2005

Infiniteland Limited v Artisan Contracting [2005] EWCA Civ 758 This English case highlights some vital principles to be considered when drafting share purchase agreements, carrying out and reviewing due diligence and disclosing against warranties ...

A&L Goodbody LLP | August 2005

Hidden Ireland Heritage Holidays Ltd. (t/a The Hidden Ireland Association) v Indigo Services Ltd. and Colclough and Gardner, Supreme Court, 7th June 2005 Facts: The plaintiff’s business consisted of booking country homes for its members. The second defendant, Colcough, acted as secretary to the plaintiff from 1986 to 1996. The plaintiff’s principal claim was that the second defendant diverted business to his own competing business with the assistance of the first defendant, Indigo Services ...

One of the functions of Companies House is to make information filed with it available to the public. Staff at Companies House do not question the validity or accuracy of the documents filed and this combined with the ability to freely obtain company details from Companies House can lead to potential fraudsters "stealing" or hijacking a company's identity. Such a fraud took place in 2004 when Companies House forms were, without the company in question's knowledge, lodged by X, a fraudster ...

As mentioned in our information bulletin of June 8, on June 7, 2005 the Federal Official Gazette published an “Executive Order to Amend the Value Added Tax Law” which altered the procedure for calculating the crediting of valued added tax by removing operations not taxable ...

In the Official Gazette of the Federation dated June 16, a Decree was published through which several provisions of the Industrial Property Law are amended and added. The object of these modifications is the issuance of a declaration of protection of well-known and famous trademarks in our country. 1 ...

A&L Goodbody LLP | July 2005

GoodCorporation, the standards organisation for responsible business practice, today officially announced the launch of its service in Ireland. The first organisation of its kind to operate in Ireland, GoodCorporation audits companies for corporate social responsibility practices and provides benchmarking against which member companies can measure their performance ...

Deacons | July 2005

It is quite common in Hong Kong for employers to arrange an employee's employment by using dual contracts to take advantage of the tax position. Under Hong Kong law, only income derived from Hong Kong is taxable and earnings under a foreign employment contract with non-Hong Kong entity in respect of duties carried out outside Hong Kong are not taxable. However, the benefits under this arrangement may reduce following a recent UK guideline ...

A&L Goodbody LLP | July 2005

David Hughes v Seamus Duffy and Eugene Hanratty, 19 April 2005, High Court Facts: This case was taken under Section 150 of the Companies Act 1990, by the Official Liquidator of the Supreme Oil Company Limited. Section 150 provides for a prohibition or restriction of persons acting as company directors for a period of five years. The respondents sought to have the application dismissed or refused by reason of the delay in bringing the application ...

Lavery Lawyers | July 2005

Amendments made to the Quebec Professional Code in 2001 authorize professional orders to allow their members to exercise their professional activities within the framework of a limited liability partnership, or a joint-stock company. In 2002, the Ordre des comptables agréés (Order of Chartered Accountants) was the first professional order to adopt a regulation to this effect. The Quebec Bar and the Ordre des comptables généraux licenciés (Certified General Accountants) followed suit in 2004 ...

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