The Business > Resources > The Business: Legal Briefing 30 September 2013
The Business: Legal Briefing 30 September 2013


In this series of legal briefings I shall update you about recent developments in corporate or commercial law, some of which will hopefully resonate with some of you some of the time. I shall explain some of the context and background law, and perhaps give some specific tips. And maybe ramble or even rant a bit.

Rating system:

Reading time (1-10 minutes)

Sophistication level (1 (idiot) – 10 (expert))

Entertainment value (1 (turgid) – 10 (side-splitting))


Do directors have a duty to avoid paying tax

Reading time (1-10 minutes): 5 minutes

Sophistication level (1 (idiot) – 10 (expert)): 6

Entertainment value (1 (turgid) – 10 (side-splitting)): 4

What with all the recent press and public criticism of some well-known companies’ tax avoidance arrangements, company directors might be getting confused as to where their duties lie. Are they allowed to try to find legal means to minimise their tax bill? Do they have to?! Do they owe duties to their shareholders to try to distribute fewer profits by arranging their company affairs to pay as much tax as HMRC would clearly like them to pay? A legal opinion commissioned by an anti-avoidance activist body (meaning a body of activists which is anti-avoidance, not a body which is against avoidance activists) has recently been circulated to FTSE 100 companies.


Seller’s members voluntary liquidation can bugger up buyer’s chance of recovery under indemnity: recent case

Reading time (1-10 minutes): 1 minute

Sophistication level (1 (idiot) – 10 (expert)): 5

Entertainment value (1 (turgid) – 10 (side-splitting)): 4

A buyer will always be concerned about the risks of a seller going bust, because warranties and indemnities are only worth what the seller is eventually able to pay.  But in this recent case the buyer was put at risk of not recovering under a tax indemnity even though the seller was meant to be solvent.



‘Employee shareholders’ – what’s the point?

Reading time (1-10 minutes): 2minutes

Sophistication level (1 (idiot) – 10 (expert)): 5

Entertainment value (1 (turgid) – 10 (side-splitting)): 5

The new ‘employee shareholder’ status came into effect on 1 September 2013.

I can’t see the point of it.



...and here’s a sweet article from one of my favourite sources:

THE High Court has ruled that any exchange of Love Hearts sweets constitutes a legal contract.



If you have any questions on any of the issues touched on in this issue of The Business: Legal Briefing or anything else please feel free to contact me. We’re not called OnHand counsel for nothing! If I can’t help I know an AIBL lawyer who can!

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All the best,

Andrew James



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