This practical text, edited by Robert Thompson and now in its 10th edition, contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
- Provides precedents and commentary on warranties and indemnities on share sales
- Provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
- For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
For the vendors’ solicitors, provides guidance and commentaries with the precedents
- Organised around precedents of clauses and documents, accompanied by extensive commentary
- Arranged in a logical chronology
- Covers the history and function of warranties and indemnities
- Covers the various parties to a sale and purchase agreement
- Covers the rights and liabilities that arise from a breach of warranty
- Covers general points on warranties
- Provides detailed consideration of tax, property and general warranties in a share sale
- Covers warranties applicable to an assets deal
- Covers the forms taken by tax deeds
- Covers warranties, undertakings and indemnities requested by the purchaser
- Covers completion accounts and valuation
- Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
- Provides precedent clauses in bold typeface for ease of location on the page, and to differentiate the wording fom accompanying commentaries and explanations
- Provides precedents on CD for ease of access
Written by James Kessler QC, Drafting Trusts and Will Trusts is a crucial guide to drafting and understanding will and trust documents. The work offers a comprehensive selection of precedents to suit a wide range of trust requirements, and helps ensure the practitioner can make the best succession planning judgements through the use of the correct trust.
- A highly practical work covering all aspects of drafting settlements and will trusts from first principals and definitions of common terminology to types of trusts and their various uses
- Covers the technical issues involved in drafting settlements, common mistakes and traps, which matters are essential to cover and matters which may safely be omitted
- Includes a large selection of newly updated Precedents which are drafted in a straightforward, modern way
- Precedents are accompanied with an explanation of why the text is there and the choices which need to be made
- Written in an easy to understand style enabling the less experienced drafter to understand more complex issues
- The book serves as a guide to the interpretation of Trust documentation
- Second edition of the STEP provisions discussed in-depth and reproduced in Appendices
- CD containing the precedents in the book for quick and easy drafting
- The Appendices feature a handy list of useful websites
Hewitt on Joint Ventures 6th edition examines transactions where two or more existing companies agree to establish and participate in a common enterprise or business-related activity. It identifies the principal issues raised by a range of transactions, sets out the relevant background law and suggests ways of dealing with issues that arise.
Hewitt on Joint Ventures is written in a clear and practical way covering a range of specialist areas of law affecting joint ventures alongside useful checklists and precedents. To provide detailed commercial guidance whilst being tailored for the practitioner.
- Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships
- Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures
- Guides you through the planning stages of a joint venture or alliance
- Identifies and examines the principal issues raised by an array of transactions, including: Capital and funding; Governance and management; Minority investment and protection; Deadlock and breakdown; Duties between joint venture parties; Transfers of shares; Exit termination and change; Disputes – mediation, litigation and arbitration
- Sets out the relevant legal background
- Suggests ways of dealing with issues that may arise
- Includes a range of precedents and checklists, which also feature on a CD-rom for ease of use
- Recognizes the international nature of many JV agreements
- Guides the reader through complex and specialist areas of a JV, with chapter by chapter coverage of Tax planning; Competition and regulatory controls, IP and technology, Employment and Accounting
New to this Edition
Hewitt covers up-to-date reference to important case law in recent years affecting joint ventures, including case law developments regarding:
- Good faith obligations
- Default provisions and law of penalties
- Transfers of shares in alleged breach of pre-emption rights
- The duties of directors of joint venture companies
Hewitt also covers the:
- Increasing impact of laws relating to anti-bribery and corruption
- The challenges affecting joint ventures with local parties in key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates)
Elderly Clients: A Precedent Manual provides a wealth of precedents to assist the private client adviser tackle the whole range of issues affecting the elder client.
These include the difficult and ever-changing problems of planning for a client’s possible incapacity in later life, care contracts, funeral planning, wills and equity release schemes.
In addition to the precedents, the legal framework underpinning each area is set out in clear terms and is accompanied by useful checklists to assist the adviser in such matters as registering a lasting power of attorney and establishing whether the client has authority to make a will or gift.
Published in conjunction with Solicitors for the Elderly, each chapter of this new edition has been thoroughly revised to take account of all major developments including:
- Deputyship – changes to system for deputy supervision
- Capacity – ongoing case-law under the Mental Capacity Act 2005
- Lasting Powers of Attorney – new prescribed forms for 2015
- Gifts – impact of the Care Act 2014 and Social Services and Well-being (Wales) Act 2014 anti-avoidance provisions
- Carers and Care Homes – the impact of the Care Act 2014, the Care and Support
Statutory Guidance and the Care Quality Commission regulatory changes
Jordans Company Secretarial Precedents is an essential reference guide for all professionals carrying out company administration work. It contains hundreds of precedents and forms dealing with every aspect of company administration from registration to striking off. Each form and precedent is accompanied by concise details of when and how it should be used, as it relates to both private and unlisted public companies.
The New edition takes into account changes introduced by the Small Business, enterprise and Employment Act 2015 which include amendments to the Companies Act 2006 and the Company Directors Disqualification Act 1986.
Other recent legislative changes that have impacted in company law and company secretarial practise are also dealt with in this new edition including:
- Revised model articles (as amended by the Mental Health Act 2013)
- New rules and procedures on appointment of a new director when notifying an appointment to Companies House
- Changes to the rules on company loans to directors
- New company transparency requirement-including a new duty for companies to investigate whether they have PSCs (person with significant influence) and third parties to disclose information held about PSCs, obligations to register ‘Registrable Persons’ and ‘Registrable Legal Entities’ in the new PSC Register and requirements to notify relevant PSC details to Companies House
- Registers- the new ‘PSC Register’
- Annual Compliance-the new annual ‘Confirmation Statement’ to replace the company annual return
- Share warrants bearer abolished
- Reduced timescale for voluntary striking off
A Modern Approach to Lifetime Tax Planning for Private Clients (with Precedents) published by Jordans deals with the legal aspects of tax planning for private clients. It is a companion volume to the popular A Modern Approach to Wills, Administration and Estate Planning (with Precedents).
This work begins by looking at the essential legal framework of giving and tax law through a combination of detailed and authoritative commentary, worked examples and precedents. It then examines specific topics including: trusts and settlements, the family, and looks at particular assets such as the family home, CGT main residence relief, chattels, businesses and farms, investments, and insurance based products. It then goes on to examine tax planning using statutory reliefs and exemptions including joint ownership of land/sharing arrangements, gifts for family maintenance, normal expenditure out of income and charitable giving.
This new 2nd edition includes:
- Introduction of the Residential Nil Rate band (Finance (No 2) Act 2015)
- Effect of the Taxation of Pensions Act 2015
- The impact of the Inheritance and Trustees Powers Act 2014
- Changes to IHT charges on relevant property trusts
- Full text of the STEP Standard Provisions and STEP Investment Policy
The new 5th edition of Sweet & Maxwell’s easy to use, “how-to” guide for the general practitioner by Catherine Sanders shows how to use declarations of trusts to protect clients’ interests. It deals with all situations where a declaration of trust can be used – such as property purchases, wills, insurance policies and company shareholdings – giving step-by-step drafting guidance.
- Explains the role of a declaration of trust, when it should be used and what it can achieve
- Covers the full range of transactions where a declaration of trust can be useful, including property purchases, joint tenancies and company shareholdings
- Organised transaction-by-transaction so practitioners can go straight to the advice they need
- Each chapter contains a short, clear narrative explaining the key issues
- Contains a whole host of precedents which can easily be adapted to the situation in hand
- Features all the precedents on a CD-ROM to aid rapid drafting
- Reproduces Land Registry forms completed as each situation requires
- Covers tax issues to be considered when using declarations of trust
- Gives guidance on recent property and tax legislation, including abolition of the presumption of advancement (Equality Act 2010), changes to the pensions regime in successive Finance Acts, and changes to the Capital Gains Tax and Stamp Duty Land Tax regimes
- Explains the impact of important recent case law in areas such as constructive trusts (Jones v Kernott), severance of joint tenancies (Davis and Anor v Smith), secret/half secret trusts (Execs of Lucian Freud v Paul McAdam Freud) and mutual wills (Charles v Fraser)
Highlights of the new edition
- Abolition of the presumption of advancement (Equality Act 2010)
- Developments in the law relating to constructive trusts (see especially Jones v Kernott  UK SC 53)
- Changes to the Pensions regime in FA 2011, FA 2014 and forthcoming 2015 changes
- Miscellaneous minor changes to tax rules eg CGT annual exemption and rules for main residence regime, SDLT rates and thresholds etc
- Case law on severance of joint tenancies (Davis and Anor v Smith  EWCA Civ 1603)
- Case law on secret/half secret trusts (Execs of Lucian Freud v Paul McAdam Freud 2014 EWHC 2577(Ch)
- Case law on mutual wills – Charles v Fraser EWHC Civ 2154 Ch
Written by leading lawyers in the field, this popular guide to the tax efficient drafting of wills, estate planning and administration provides practitioners with help and guidance on everyday estate planning and will drafting and discusses the typical problems and pitfalls that may be encountered in practice. The precedents have been carefully selected to deal in a straightforward fashion with common needs of clients.
The book begins by looking at the essential legal framework of wills, trusts and taxation through a combination of detailed and authoritative commentary, worked examples and expertly drafted precedents. It then examines specific topics including: transferable nil rate band, using IPDIs, provision for children, pilot trusts, gifts, APR and BPR, obtaining the grant, instruments of variation and disclaimer, constituting and administering the will, and tax efficient administration.
This edition has been extensively revised and includes four new chapters:
- Notes for the Will Draftsman
- Gifts to Charity and the Reduced IHT Rate
- Obtaining the Grant
- Constituting and Administering the Will
The authors’ narrative commentary is supplemented by 40 precedents which are included on an accompanying CD-ROM, allowing users to download and adapt each document as necessary.
The numbers of unmarried cohabiting couples continue to increase, with the result that the law and practice relating to this area continues to grow in significance for family and private client lawyers. The new 6th edition of Cohabitation: Law Practice and Precedents from Jordan Publishing has been extensively revised to take account of all procedural developments, as well as analysis of significant case-law.
Whether preparing a cohabitation contract or pre-nuptial agreement, drafting wills for cohabiting couples, advising on rights on the breakdown of a relationship or the death of a partner, or applying for a personal protection order or a parental responsibility agreement, practitioners will find authoritative analysis of the applicable law and expert guidance on procedural issues.
Cohabitation: Law, Practice and Precedents is the only work on the subject to provide commentary, checklists, procedural guides and precedents in a single volume making it an invaluable aid to all practitioners advising unmarried couples. This new edition comes with a CD-ROM containing all the precedents covered in the volume.
Essential reading for all practitioners who advise unmarried couples:
- Solicitors and Barristers practising in both family and private client law
- Family mediators
- Financial advisers
Sale and Supply of Goods and Services 3rd edition by Richard Christou is a practical guide for commercial lawyers providing a comprehensive view of transactions relating to the supply of goods and services.
The core of the book deals with pre-contractual issues, the formation of the relevant contracts and the discharge of contractual obligations providing practitioners with the information needed to solve the issues encountered in practice. This edition includes a CD-Rom of precedents.
New commentary includes:
- An up-to-date analysis of consumer protection law, including the latest development from EU law and an analysis of the consumer rights bill 2014-2015 currently going through parliament
- An analysis of the current position on consumer credit law, including the new role of the financial conduct agency
- An analysis of the new legislation dealing with off-premises and distance contracts after the implementation of the consumer rights directive
- Gives a complete guide to the principles, practice and procedure for all aspects of the supply of goods and services
- Provides the information to solve the issues encountered in practice
- Covers pre-contractual issues, the formation of contracts, the discharge of contracts and defective performance
- Looks at the legal principles, the practical issues relating to making and refuting claims, and the use of third parties to resolve them, giving the background as well as the tactics to employ
- Covers business to business and business to consumer transactions, as well as transactions between private individuals
- Includes a whole section on Sale of Goods and the Internet
- Considers the factors which can make a defective contract including mistake, frustration and force majeure, clarifying the principles
- Helps resolve clients disputes by providing guidance on remedies for defective performance under contract and tort , and where misrepresentation or unjust enrichment are involved
- Covers the methods of dispute resolution which are available including the county court, High Court, arbitration, mediation and ADR