Guarantees: are they enforceable if your co-guarantors don’t all sign?
Oct 2013 When banks ask for guarantees, their documents tend to be pretty watertight so they are hard to escape from. But did the bank here manage to slip up?...
Seller’s members voluntary liquidation can bugger up buyer’s chance of recovery under indemnity: recent case
Sept 2013 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...
Do directors have a duty to avoid paying tax?
Sept 2013 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?...
Share sales: what’s the difference between a warranty and a representation?
May 2013 Most share sale agreements contain a raft of warranties (statements relating to the company and the business that the sellers promise are correct) and then say that if a warranty proves to be incorrect the buyer can only make a claim for breach of contract and cannot make a claim for the tort of misrepresentation. What’s the difference?...
Knowledge and warranties – and how warranty negotiations can pan out
May 2013 A share sale agreement had a clause which said that the sellers wouldn’t be liable under the warranties to the extent that the buyer, having made due enquiries of certain members of the MBO team, was actually aware at completion of facts which would give it a claim for breach of warranty. Some of the MBO team members who became directors of the buyer did know of facts which would give the buyer a claim. So, the question was, did the knowledge of those MBO team members constitute ‘actual knowledge’ of the buyer, so that the buyer couldn’t bring a claim?...
One of several sellers giving warranties? Be careful!
May 2013 This case has a cautionary message for minority shareholders who sign up to agreements by all shareholders to sell their company...
Entrepreneurs’ relief
Dec 2012 I was asked to promote more awareness of various incentives which make the UK a very attractive place for entrepreneurs, and specifically the attractive tax incentives such as relatively low tax rates, Entrepreneurs’ Relief, the Enterprise Management Incentive Scheme, the Enterprise Investment Scheme and the Seed Enterprise Investment Scheme all of which are designed to encourage investment in SMEs, on which the resurrection of our economy depends. To oblige I am writing a series of short (for me) articles which will hopefully help to enlighten some of you on some of these schemes. Starting with this one about Entrepreneurs' Relief...
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