subsidiary companies – Page 2

Control of Documents – New Square Chamber

Posted April 14th, 2016 in civil procedure rules, disclosure, documents, news, subsidiary companies by sally

‘What happens when a party to proceedings refuses to give disclosure of documents held by its subsidiary? Can the parent company simply refuse to give disclosure on the basis that the subsidiary is a separate legal entity? CPR 31.8 provides that a party is obliged to give disclosure of documents in its “control.” In Ardila v ENRC [2015] EWHC 3761 (Comm) Males J sought to reconcile the competing first instance and appellate decisions on whether a parent company can be said to control the documents of its subsidiary.’

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New Square Chambers, 11th April 2016

Source: www.newsquarechambers.co.uk

Petter v EMC: Employment Share Schemes, Choice of Forum and Anti –Suit Injunctions – did the CA take a step too far? – Employment Law Blog

Posted August 14th, 2015 in contract of employment, domicile, EC law, injunctions, news, remuneration, restrictive covenants, subsidiary companies by tracey

‘In granting the anti-suit injunction against EMC Corporation in Petter v (1) EMC Europe Limited (2) EMC Corporation [2015] EWCA Civ 828, the CA considered that it was upholding the policy in section 5 of Regulation (EU) 1215/2012 for the protection of employees from being sued other than in the courts of their domicile. But was it exceeding the limits of its jurisdiction to regulate the lawful conduct of foreigners, and interfering in the process of justice in the court of a friendly foreign state?’

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Employment Law Blog, 13th August 2015

Source: www.employment11kbw.com

Insolvency–when can secondary proceedings in other member states be opened? – 11 Stone Buildings

Posted July 25th, 2015 in EC law, insolvency, jurisdiction, news, subsidiary companies by sally

‘Restructuring & Insolvency analysis: Discussing the European Court of Justice’s (ECJ) judgment in Comité d’entreprise de Nortel Networks SA, John Jessup of 11 Stone Buildings says the significant point to be taken from this case is that those who plan to open, or have opened, main insolvency proceedings can do little to prevent secondary proceedings being opened in another member state.’

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11 Stone Buildings, July 2015

Source: www.11sb.com

HSBC should face UK criminal charges, says former public prosecutor – The Guardian

Posted February 23rd, 2015 in banking, conspiracy, foreign jurisdictions, fraud, HM Revenue & Customs, international law, news, ombudsmen, prosecutions, public interest, subsidiary companies, tax evasion by sally

‘HSBC’s Swiss arm is potentially open to a range of criminal charges in Britain because there is “credible evidence” that it has had a role in enabling tax evasion, according to a former director of public prosecutions.’

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The Guardian, 22nd February 2015

Source: www.guardian.co.uk

First-tier Tribunal holds that there is no taxable supply where there is no obligation on a subsidiary company which was receiving subsidiary services from the Group parent – Commercial Disputes Blog

Posted August 28th, 2014 in appeals, news, subsidiary companies, taxation, tribunals by sally

‘In Norseman Gold plc v HMRC[1] the First-tier Tribunal (Judge Colin Bishopp) (“FTT”) dismissed an appeal by Norseman Gold plc (“Norseman”) against assessments made pursuant to section 73 VATA 1994 to recover input tax which had been claimed by it, on the basis that as Norseman had not imposed a charge for its services to its subsidiary companies, there was no taxable supply, for which the company could recover the VAT incurred.’

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Commercial Disputes Blog, 27th August 2014

Source: www.rpc.co.uk

Westbrook Dolphin Square Ltd v Friends Life Ltd (Westbrook Dolphin Square Residential 1 Ltd intervening) – WLR Daily

Posted July 23rd, 2014 in enfranchisement, landlord & tenant, law reports, leases, subsidiary companies by michael

Westbrook Dolphin Square Ltd v Friends Life Ltd (Westbrook Dolphin Square Residential 1 Ltd intervening) [2014] EWHC 2433 (Ch); [2014] WLR (D) 330

‘A “proposed purchase price” contained in a notice by qualifying tenants seeking to exercise a right of enfranchisement for the purposes of section 13(3)(d)(i) of the Leasehold Reform, Housing and Urban Development Act 1993 must be a genuine offer as opposed to a nominal figure.’

WLR Daily, 17th July 2014

Source: www.iclr.co.uk

Marks & Spencer plc v Revenue and Customs Commissioners (No 2) – WLR Daily

Posted February 28th, 2014 in corporation tax, EC law, insolvency, law reports, subsidiary companies by sally

Marks & Spencer plc v Revenue and Customs Commissioners (No 2) [2014] UKSC 11; [2014] WLR (D) 90

‘A company was entitled to make successive claims to cross-border group relief against corporation tax in relation to the same loss incurred in the same accounting period by a European subsidiary which had gone into liquidation and then to withdraw any earlier claims in respect of the same surrendered loss which did not meet the subsequent judicially determined test, subject to the claim ultimately relied upon not being statute-barred.’

WLR Daily, 19th February 2014

Source: www.iclr.co.uk

Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) – Supreme Court

Posted February 21st, 2014 in corporation tax, EC law, law reports, subsidiary companies by sally

Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) [2014] UKSC 11 & [2013] UKSC 30 (YouTube)

Supreme Court, 19th February 2014

Source: www.youtube.com/user/UKSupremeCourt

The Dow Chemical Co v Commission of the European Union – WLR Daily

Posted October 7th, 2013 in appeals, competition, EC law, joint ventures, law reports, subsidiary companies by sally

The Dow Chemical Co v Commission of the European Union (Case C-179/12P); [2013] WLR (D) 363

“For the purposes of establishing liability for participation in an infringement of article 101FEU of the FEU Treaty, where two parent companies each had a 50% shareholding in a joint venture company which had committed an infringement, and only in so far as the commission had demonstrated that both parent companies did in fact exercise decisive influence over the joint venture, those three entities could be considered to form a single economic unit and therefore form a single undertaking for the purposes of article 101FEU.”

WLR Daily, 26th September 2013

Source: www.iclr.co.uk

Commission of the European Union v Stichting Administratiekantoor Portielje and another – WLR Daily

Posted July 18th, 2013 in competition, EC law, law reports, subsidiary companies, undertakings by tracey

Commission of the European Union v Stichting Administratiekantoor Portielje and another: (Case C-440/11P); [2013] WLR (D) 284

“The presumption of actual influence by a parent entity holding a controlling shareholding in its subsidiary arose even where that entity was constituted in the legal form of an economically inactive foundation for the purposes of imputing liability to the parent for a subsidiary’s infringing behaviour under article 101FEU of the FEU Treaty.”

WLR Daily, 11th July 2013

Source: www.iclr.co.uk

Date cross border group relief claim is made, not end of accounting period, will determine claim success, says Supreme Court – OUT-LAW.com

Posted May 24th, 2013 in accounts, EC law, HM Revenue & Customs, news, subsidiary companies, taxation by tracey

“The date when a claim for cross border group relief is made should form the basis of a decision about one of the tests for granting that relief under EU law and not the date of the end of the accounting period in which the claim was made, the Supreme Court has ruled.”

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OUT-LAW.com, 24th May 2013

Source: www.out-law.com

Commissioners for Her Majesty’s Revenue and Customs (Appellant) v Marks and Spencer plc (Respondent); Commissioners for Her Majesty’s Revenue and Customs (Respondent) v Marks and Spencer plc (Appellant) – Supreme Court

Posted May 23rd, 2013 in accounts, EC law, HM Revenue & Customs, law reports, subsidiary companies, Supreme Court, taxation by sally

Supreme Court, 22nd May 2013

Source: www.youtube.com/user/UKSupremeCourt

Marks & Spencer plc v Revenue and Customs Commissioners – WLR Daily

Posted May 23rd, 2013 in accounts, EC law, HM Revenue & Customs, law reports, subsidiary companies, Supreme Court, taxation by sally

Marks & Spencer plc v Revenue and Customs Commissioners [2013] UKSC 30; [2013] WLR (D) 191

“The inquiry as to whether a parent company established in the United Kingdom was entitled to cross-border group relief in respect of the losses of its non-resident subsidiaries was to be conducted on the basis of the circumstances existing as at the date of its claim, and not at the end of the accounting period in which those losses crystallised.”

WLR Daily, 22nd May 2013

Source: www.iclr.co.uk

Multiple Derivative Actions in Company Law – Can You Or Can’t You? – New Square Chambers

Posted May 21st, 2013 in company law, derivative claims, fraud, news, subsidiary companies by sally

“It has long been recognised in English law that as an exception to the rule in Foss v Harbottle a member of a company may bring an action on its behalf against wrongdoers who exert control over the company and who are preventing it from enforcing its rights, i.e. the single derivative action. A multiple derivative action potentially arises where the proposed claimant is not a member of the wronged company but is a member of the ultimate holding company. Since the coming into force of the Companies Act 2006, there has been considerable debate as to whether that legislation removed the common law double derivative action or even, in some quarters, whether such a common law action ever existed.”

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New Square Chambers, 17th May 2013

Source: www.newsquarechambers.co.uk

VLM Holdings Ltd v Ravensworth Digital Services Ltd – WLR Daily

Posted February 21st, 2013 in computer programs, copyright, law reports, licensing, subsidiary companies by sally

VLM Holdings Ltd v Ravensworth Digital Services Ltd [2013] EWHC 228 (Ch); [2013] WLR (D) 63

“Where the authority given by a head licensor to a sub-licensor was sufficiently wide in scope to allow the grant of a sub-licence which was capable of surviving termination of the head licence, the head licensor must be taken on normal agency principles as giving ultimate permission for the granting of the sub-licence.”

WLR Daily, 13th February 2013

Source: www.iclr.co.uk

Subsidiaries as “branches” for undertakings: a new route to jurisdiction under Article 5(5) of the Brussels Regulation? – Competition Bulletin from Blackstone Chambers

Posted February 15th, 2013 in competition, conflict of laws, EC law, jurisdiction, news, subsidiary companies by sally

“Stand alone, follow on and hybrid damages claims arising out of multijurisdictional cartels are generating some of the most novel and interesting current problems in conflicts of laws, both in relation to issues of jurisdiction and applicable law. On the jurisdictional side conventional wisdom has it that there are three main routes by which Claimants can seize English jurisdiction.”

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Competition Bulletin from Blackstone Chambers, 14th February 2013

Source: www.competitionbulletin.com

European Commission v Tomkins plc – WLR Daily

Posted January 24th, 2013 in company law, competition, EC law, law reports, subsidiary companies by sally

European Commission v Tomkins plc (Case C-286/11P); [2013] WLR (D) 17

“Where the liability of a parent company was derived exclusively from that of its subsidiary and where the parent and its subsidiary had brought parallel applications having the ‘same object’, the Court was entitled, without infringing the ne ultra petita principle—that European Union courts could not rule on aspects concerning addressees other than those covered by the applicant’s application—to take account of the outcome of the action brought by the subsidiary and to annul the action brought by the parent on that basis, despite the fact that the scope of the applications and arguments presented in each application were different.”

WLR Daily, 22nd January 2013

Source: www.iclr.co.uk

Emerson Electric Co and others v Morgan Crucible Co plc and others – WLR Daily

Posted November 30th, 2012 in competition, law reports, subsidiary companies, tribunals by tracey

Emerson Electric Co and others v Morgan Crucible Co plc and others: [2012] EWCA Civ 1559; [2012] WLR (D) 354

“The fact that a European parent company had been found guilty of infringing European competition law did not give the Competition Appeal Tribunal jurisdiction to hear a follow-on claim for damages brought under section 47A of the Competition Act 1998 against an English subsidiary which had not been an addressee to the European Commission’s decision on infringement.”

WLR Daily, 28th November 2012

Source: www.iclr.co.uk

Anglo American: a right to sue in the UK as well as in South Africa? – UK Human Rights Blog

Posted July 17th, 2012 in asbestos, company law, domicile, news, subsidiary companies by sally

“Back to the problem of when and where you can sue various members of a group of companies. In the Cape case (for which see my post), a parent company was held liable for failing to ensure that its subsidiary properly managed the risks posed by asbestos. In this case of Vava, the claimants wanted to sue a South African registered holding company (AASA) in the UK, on the basis that the real decisions were taken in the UK, and hence AASA were domiciled in the UK for purposes of suing them.”

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UK Human Rights Blog, 16th June 2012

Source: www.ukhumanrightsblog.com

Suing the corporate soul; parent company down for asbestosis – UK Human Rights Blog

Posted May 8th, 2012 in asbestos, industrial injuries, news, subsidiary companies by sally

“This may sound like a rather dreary topic, but the problem is vitally important for the proper reach of environmental and personal injury law. Some may have seen from my post on the Erika disaster the difficult issues which can arise when a multi–national (in that case, Total) does business through a number of corporate entities, particularly where they are domiciled in different countries. But the present case is a good example where liabilities are not confined to the party directly responsible for the injury or disaster. Good thing, too, for this claimant, who stood to gain nothing from his former employer, a company now dissolved, or indeed its insurers.”

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UK Human Rights Blog, 4th May 2012

Source: www.ukhumanrightsblog.com