Miscellaneous: Finance

A review of the meaning of best endeavours, reasonable endeavours and other common forms of endeavours clauses.

A note outlining the changes to the law on the change of a company's name under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 5 (a company's name) of the 2006 Act came into force on 1 October 2009 apart from objections to company names (sections 69-74, 2006 Act) and trading disclosures (sections 82-85, 2006 Act) which came into force on 1 October 2008.

To be enforceable a contract with an organisation must be made by a person with authority. This note looks at the mixture of common law and statutory provisions that determine whether a person has authority.

An outline of the use of conditions precedent in contracts.

An outline of the ways in which a party to an agreement may discharge the contract.

An outline of express and implied terms in contracts.

A review of the legal concepts involved in the formation of binding contracts.

A note outlining the rules that may make a contract void or unenforceable, on grounds such as illegality or public policy, or voidable for duress or undue influence.

An outline of the way in which contractual rights and obligations may be transferred to third parties by means of novation.

A practice note explaining when and how the court will rectify a document or use construction to correct a mistake and reflect the terms agreed.

An outline of the way in which performance of contractual obligations may be transferred to a third party by means of a subcontract.

A note outlining the rules governing variation of a contract.

This practice note discusses the UK's controlled foreign company regime for accounting periods beginning before 1 January 2013 and the UK's rules on attributing gains of non-UK resident companies to UK residents.

A practice note about the direct tax disclosure regime which requires promoters, and in some cases, users, of certain tax planning arrangements to disclose details of the arrangements to HMRC.

A practice note about the direct tax disclosure regime applicable before 1 August 2006.

Overview of the key legal requirements relating to the execution of deeds and documents under the laws of England and Wales. It reflects the law on execution from 1 October 2009. For details of the law governing execution of deeds and documents before 1 October 2009, see Practice note, Execution of deeds and documents: pre-1 October 2009.

An outline of the common law fiduciary duties, ways of modifying those duties (including the use of Chinese walls) and proposals for reform.

A well drafted contract will have a governing law clause which determines the substantive law that will be applied to work out the rights and obligations of the parties to the contract. Generally, the English courts will uphold an express choice of law as a valid choice. However, while an express choice of law in relation to contractual obligations cannot be overturned, significant challenges can be made to it under the Rome Convention or the Rome I Regulation, which can have the effect of modifying the applicable law. This note looks at the three situations in which the express choice of law in respect of contractual obligations can be modified under the Rome Convention or the Rome I Regulation under English law. This note does not consider the effectiveness of a governing law clause covering non-contractual obligations, and the challenges that may be made to such a clause. For a detailed discussion of the issues which arise in that context, see Practice note, Rome II: an outline of the key provisions.

An outline of the law relating to misrepresentation.

Affidavits need to be verified by oath or by solemn affirmation. In certain circumstances, a statutory declaration can be used instead of an affidavit, and will be verified by a declaration. This practice note looks at what is involved in preparing the relevant documents and administering oaths, affirmations and statutory declarations.

An outline of the law of professional negligence. This note considers: The requirements for claims in contract and tort. The application of the SAAMCO principle. The Bolam test. Contributory negligence. Contribution. The use by professionals of exclusion clauses to limit liability.

An outline of the law of damages for actions in contract and tort and the remedies that may be agreed by contracting parties. 

A note outlining the law of restitution.

This note considers: The Rome I Regulation on the law applicable to contractual obligations.   The Rome II Regulation on the law applicable to non-contractual obligations. It summarises the background to both Regulations, their legislative history and key objectives (including the instruments which preceded their introduction, namely the Rome Convention on the law applicable to contractual obligations and the Private International Law (Miscellaneous Provisions) Act 1995).

Under Rome II (Regulation 2007/864) the courts of all EU member states other than Denmark must apply the same set of rules to determine the law that will govern non-contractual obligations arising between parties in civil and commercial matters. This practice note outlines the key general provisions of Rome II, highlighting the key provisions from an English law perspective and focusing on: Drafting agreements as to choice of law. The law governing pre-contractual negotiations. The law governing product liability cases. The steps that commercial parties should consider taking in the light of the rules in Rome II.

A note on boilerplate clauses that create or limit contracting parties' rights to set off monetary cross-claims against each other. It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

The Solicitors Regulation Authority has issued a new Handbook, including a new Code of Conduct, which is prompted by the possibility of Alternative Business Structures (ABSs) opening for business from 6 October 2011. The Handbook is being introduced on a phased basis, beginning in August 2011. The key implementation date was 6 October 2011. This practice note explains the background to the new Handbook and its structure. For information on how the new Handbook and Code of Conduct will affect common aspects of property transactions, see Practice note, SRA Handbook 2011 and Code of Conduct: issues for property lawyers.

An outline of the English court system, the doctrine of precedent, and the rules of statutory interpretation.

This Practice note examines the impact of the Treaty of Lisbon on the decision-making procedures and substantive policies of the European Union.

A discussion of the UK's thin capitalisation and transfer pricing rules in the context of cross-border transactions.

The trust is widely admired and recognised in many jurisdictions around the world. Although primarily used by individuals, they also have a wide variety of applications in a commercial context. This practice note provides an introduction to trusts and trustees and considers some commercial applications of trusts.