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
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
Commercial Contracts: A Practical Guide to Standard Terms 4th edition by Susan Singleton and Richard Lawson is an invaluable guide to the practical aspects of drafting and interpreting commercial contracts.It provides useful background and detailed advice on the law surrounding a wide range of commercial agreements including:
Key common clauses; When to use standard terms; Procedures and good practice; Termination of contracts; Remedies for breach; Specific issues relating to export, software and consumer contracts.
It also contains valuable precedents, including expert guidance on Business-to-Business and Business-to-Consumer agreements, providing users with an excellent tool for drafting commercial contracts.
Commercial Contracts: A Practical Guide to Standard Terms, 4th edition is an essential resource for commercial contract drafters helping them to prepare water tight legal agreements and ensure that they are completely clear on what a business must do to stay on the right side of the law.
Sale of Shares and Businesses 4th edition, published December 2014, is a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats.
Provides guidance for every sale of a business
- Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out
- Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals
- Helps you represent either the buyer and the seller
- Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients
Published August, the ninth edition of Beswick and Wine: Buying and Selling Private Companies and Businesses by Susan Singleton adopts a practical approach, considering both the vendor’s and seller’s perspective and providing the practitioner with a step-by-step guide to all the legal, taxation and commercial issues involved in buying and selling private companies and businesses. It includes check-lists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying free disk containing all the precedents in the work.
As most acquisitions in the UK are largely private sales, the companies expressed to be bought or sold in the book are unquoted; and limited by shares and incorporated under the Companies Acts; and private. As the sale and purchase process varies depending upon the identity of the party initiating it the book covers the sale process from the seller’s perspective (Part I) and covers the acquisition process from the purchaser’s perspective (Part II) as well as looking at the acquisition agreement (Part III), post-completion (Part IV) and special situations (Part V). It also contains precedents on a CD-ROM (Part VI) including data room rules; an offer letter; share purchase; an offer letter business transfer; a due diligence request; completion agenda; a disclosure letter.
The ninth edition has updated to reflect the following changes in the law relevant to those buying and selling businesses including:
- Changes to competition law in the Enterprise and Regulatory Reform Act 2013 ;
- Case law on business sales, indemnities and warranties;
- Tax rates and changes including entrepreneurs’ relief and the most recent Finance Acts;
- Relevant EU law changes in the areas of company law and data protection.
Written by James Kessler QC, Tony Pursall and Naresh Chand, this crucial guide, published August 2014, explains the issues involved in Drafting British Virgin Islands Trusts. The title offers an extensive selection of trust precedents to suit a wide range of requirements, and helps to ensure that practitioners prepare accurate and effective trust documents which precisely meet client requirements and reflect the current law and practice.
This first edition is based on James Kessler’s Drafting Trusts and Will Trusts – A Modern Approach, 11th edition. The intention is for it to be an aid to the British Virgin Islands drafter, discussing the variety of issues which commonly arise when drafting British Virgin Islands trust documents.
The book provides a set of precedents written in plain legal English for the different types of trusts and certain ancillary documents governed by British Virgin Islands law, together with a detailed commentary on the text of those precedents – which are also available on CD-Rom.
- Practical guidance on the current law
- Detailed commentary on the recent changes to the VISTA Act and other trust-related laws
- Legal analysis
- Information on the various types of trusts including discretionary trusts, purpose trusts, VISTA trusts and charitable trusts.