Monthly Archives: June 2017

ILN Today Post

Lease or licence – why you should care

It is common for heads of terms to refer to a licence to use or occupy a property when the agreed terms would actually be construed as a lease. The two terms are bandied around and often used interchangeably; knowing the difference is key to avoiding lengthy and costly proceedings which go hand in hand with any disputes. Case law has taught us that labelling a document as a licence does not mean that it isn’t a lease. If certain elements (e.g. exclusive possession) are present then the document will technically be a lease with all the considerations that go with this.

 

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ILN Today Post

Vicarious liability

When are exhibitors responsible for the unexpected actions of their employees? Mike Tremeer, Senior Associate at Fladgate LLP, sheds some light on the matter by examining a recent case.

For many years, businesses have grappled with the issue of being held responsible for their employees’ actions. Often, responsibility can be assumed – an employee placed at the box office selling tickets is accepted to be acting as ‘the face’ of the business. Accordingly, the employer is expected to be accountable for the actions of the employee – including offering refunds and other remedies should the employee make an error. However, when the employee’s actions stray outside of normal day-to-day duties, will the employer be responsible, or can they distance themselves from the consequences?

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ILN Today Post

“Existence Of A Dispute” Under The Insolvency And Bankruptcy Code Clarified By The NCLAT

The issue concerning conflicting interpretations of the phrase “existence of a dispute” under the Insolvency & Bankruptcy Code, 2016 (“Code”) by the Delhi and Mumbai benches of the National Company Law Tribunal (“Tribunal”) (see One Coat Plaster vs. Ambience Pvt. Ltd., Annapurna Infrastructure Pvt. Ltd. & Ors. vs. Soril Infra Resources Ltd. and Essar Projects India Ltd. vs. MCL Global Steel Pvt. Ltd.), seems to have been put to rest by the National Company Law Appellate Tribunal (“Appellate Tribunal”) for the time being.

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Week of June 19, 2017 on ILNToday – A Roundup!

roundupAlong with our regularly scheduled substantive updates this week, we formally announced that the ILN welcomed a new chairman at our Annual Conference in Stockholm – Simon Ekins of Fladgate LLP in London has taken the helm from Peter Altieri of Epstein Becker Green after his eight years of service. We’re grateful to Peter for all of his hard work and dedication, and excited to work with Simon to continue to move the ILN forward. For more information, please take a look at the full press release.

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Judge Orders Magic Leap to Be More Precise In Describing the Trade Secrets Former Executive Allegedly Stole

A recent decision from the Northern District of California, Magic Leap, Inc. v. Bradski et. al., shows that employers must meet a high standard when filing a California Code of Civil Procedure Section 2019.210 disclosure statement under the California Uniform Trade Secrets Act (“CUTSA”). See California Civil Code § 3426 et seq. The disclosure statement, which does not have a counterpart in the federal Defend Trade Secrets Act, requires a plaintiff to “identify the trade secret with reasonable particularity” before it can conduct discovery of the defendants’ evidence. See California Code of Civil Procedure § 2019.210. The sufficiency of these disclosure statements is often hotly contested in litigations under CUTSA.

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Dublin Office Expansion

We are pleased to announce that our extension of the 2 Ely Place, Dublin 2, office has now been completed.

Commenting on the requirement to expand Managing Partner, Harry Fehily, said,

“Since the opening of our Dublin office in 2009 our Dublin solicitor numbers have increased more than twofold. We moved to our larger premises at 2 Ely Place in 2015 to accommodate our continued expansion. This month we are delighted to have just completed an extension of those offices to accommodate our increasing Dublin presence. It is exciting times for HOMS Solicitors as we continue to grow to meet the business requirements of our clients – whose ongoing support is very much appreciated.”

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Gore no more – ASIC not required to prove intention in civil penalty proceedings

In an important judgment that will have come as no small relief to ASIC, the Full Federal Court has determined that Chapter 2 of the Commonwealth Criminal Code does not apply to certain civil penalty proceedings. The judgment removes a potentially significant impediment to ASIC’s ability to commence and successfully pursue civil actions (including civil penalty proceedings) for alleged contraventions of the Corporations Act 2001 (Cth).

The Full Court’s decision in Re Whitebox Trading Pty Ltd [2017] FCAFC 100 establishes that ASIC is not required to prove a fault element of intention or recklessness in civil penalty proceedings relating to market manipulation. However, as noted by the Court – the issues, in this case are of ‘fundamental importance’ and the Court’s reasoning has much wider application, arguably extending to all civil penalty proceedings where the same alleged conduct could also lead to criminal prosecution. The decision is significant due to the substantial difficulties ASIC would face in pursuing civil actions if required to not only prove that conduct in breach of the Corporations Act had taken place but also that criminal fault elements set out in section 5.6 of the Criminal Code are established in relation to each physical element of an alleged contravention.

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Talking Tax – Issue 82

Case law

Federal Court finds Commissioner wrong to decline making private binding ruling

On 13 June 2017, Justice Logan of the Federal Court of Australia in Hacon v Commissioner of Taxation [2017] FCA 659 held that the Commissioner unlawfully declined to make a private binding ruling under Part 5-5 of Schedule 1 to the Taxation Administration Act 1953 (TAA) on whether a proposed restructure of a grazing business (Scheme) would breach the anti-avoidance provisions in Part IVA of the Income Tax Assessment Act 1936 (ITAA 36).

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Millennial Engagement: Marketing’s New Trick Shot

Sports and marketing have come a long way since a young Pittsburgh Steelers fan offered Mean Joe Green a Coke in the classic 1979 television commercial. For one thing, the audience has changed. The oldest millennials were just being born in the late 70s, but now comprise one quarter of the U.S. population. Highly coveted by advertisers, millennials are often painted as fickle beasts. New data, however, challenges that notion. In fact, according to a pair of new studies, millennials are the most brand-loyal generation of all. This makes it all the more important for brands to get an early foothold with these prized consumers.

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ILN Today Post

TGS Baltic advised UPP & CO KAUNO 53 on entering the Nasdaq Baltic First North bond market

The firm’s banking and finance team advised UPP & CO KAUNO 53 OÜ, a company owned by Estonian asset management company United Partners Property, during the process of admittance to trading on Nasdaq Baltic First North market.

The size of the subordinated, commercial property backed bond issue is EUR 4.7 million. The nominal value of one bond is EUR 1,000. The annual coupon rate is 8% which is paid out quarterly. The maturity date of the bond issue is April 17, 2022.

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