report on principal uk legal and tax developments

8/8/2019 Report on Principal UK Legal and Tax Developments

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Report on Principal UKLegal & Tax Developmen

McGUIREWOODS LONDON L

Imperial House15-19 Kingsway

London WC2B 6UNEngland

Tel: +44 (0)20 7632 1600Fax: +44 (0)20 7632 1638www.mcguirewoods.com

Contact: Robert RakisonTel: +44 (0)20 7632 1620

[email protected]

12 months to April 2009


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McGUIREWOODS Report on Principal UK Legal & Tax Developments| Page 1

TABLE OF CONTENTSChapter 1 CORPORATE 1

Update on implementation o the Companies Act 2006, developments

in corporate governance and new growth markets or AIM. Chapter 2 COMMERCIAL LAW 5

Some recent cases illustrating key principles o English law applicableto contracts and other relationships.

Chapter 3 INSOLVENCY LAW 10

Use o pre-packaged sales in company administrations and debt relie orders a new orm o insolvency.

Chapter 4 EMPLOYMENT 13

New legislation and cases relating to simplifed disciplinary and grievance procedures, age and disability discrimination and annual leave and long term sickness.

Chapter 5 INTELLECTUAL PROPERTY 16First reported case o a success ul claim or compensation or employeeinventors o patents under the UK Patents Act 1977.

Chapter 6 LITIGATION 17

Londons position as a major arbitration seat could be a ected by a

recent ruling o the European Court o Justice.Chapter 7 PRIVATE CLIENT 19

UK Family Law Update

Chapter 8 TAXATION 22The Government Budget 2009 and the most signifcant consequential changes to English tax law o interest to overseas legal practitioners.

Chapter 9 GENERAL PRACTICE 24A look at some o the important re orms to the structure o the legal services market introduced by the Legal Services Act 2007.

Chapter 10 THE AUTHORS 25


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Chapter 1 CORPORATE1 Changes in Company law o General Application(by Rhidian Jones, Consultant)

1.1 Implementation o the Companies Act 20061.1.1 The implementation o this very important re orming Act, the purpose

and content o which has been reported on over the past ew years, isnow almost complete, with the nal changes taking e ect on 1 Octoberthis year. These mainly comprise the new rules on company ormationand constitutions, capacity, registration and other ling matters such asannual returns and company charges, and dissolution and restoration tothe register, which will eventually be ully electronic.

1.1.2 Corporate lawyers have amended their advice and their clients haveamended their procedures in the light o provisions already in e ect,such as codi ed rules or directors duties, shareholder communicationsand the conduct o meetings. In addition, the rst cases under the Acthave reached the courts, examples o which appear below.

1.2 The new statutory derivative action has been considered inFranbar HoldingsLimited v. Patel and Others [2008] EWHC 1534 (Ch) (Trower QC)1.2.1 This was a case brought by a minority shareholder seeking to take

action against the board or breach o duty in the name o the companyunder the new procedure created by Part 11 o CA 06. It was allegedthat rati cation o the boards action had been obtained through assetsbeing trans erred to persons associated with the wrongdoer, although notconnected within the meaning o CA 06, which would have preventedtheir votes being taken into account or that purpose.

1.2.2 The court re used permission to continue the derivative claim as,although there was some substance in it, urther work was needed toidenti y a clear breach o duty, meaning that a hypothetical director asrequired by CA 06 S 263 (2) could decline the application to continuethe derivative action. The court was also infuenced by the act that theshareholder bringing the action could achieve a similar result throughmaking a separate claim or un air prejudice. The latter remedy remainsavailable notwithstanding rati cation, where that was un air, improper,illegal, raudulent or oppressive.

1.3 Simplifed procedures to deal with company name squatting have been develope New Company Names Tribunal1.3.1 These are analogous to those available in respect o cyber-squatting

and domain names. Previously, it was easy to register a company nameincorporating a well known trade name, as a prior check o the TradeMark Register had been withdrawn as a cost cutting measure, andregistration would only be re used i the new name was identical to, ortoo like an existing name, which was narrowly interpreted. This createda commercial loophole or exploitation as it was o ten cheaper or theowners o international brands to pay greenmail to the squatters thanto take legal action to amend the register. Accordingly, CA 06 SS 66/74established a Company Name Adjudicator who can order a companyname to be changed i it is held to be su ciently similar to another namein which the applicant has goodwill whether or not registered as anexisting UK company.


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1.3.2 The adjudicator made his rst determination in such a case on 3 December2008. Perhaps not surprisingly, this case was brought by internationaldrinks giant, the Coca Cola Company, against the cheekily registeredCoke Cola Limited. Un ortunately or legal precedent the matter was notargued (the applicant was success ul in de ault as the respondent didnot le a de ence), and it there ore remains to be seen what attitude the

adjudicator will take to less clearly opportunistic cases. The procedureis, however, an inexpensive and use ul new tool to protect a clientsgoodwill.

2 Corporate Governance(by Rhidian Jones, Consultant)

2.1 New Combined Code2.1.1 The Financial Reporting Council (FRC) issued in June 2008 a new

Combined Code (the Code) incorporating changes made ollowing itsreview o the impact and e ectiveness o the Code.

2.1.2 As oreshadowed last year, the changes remove the restriction on anindividual chairing more than one FTSE 100 company; and or listedcompanies outside the FTSE 350, allow the company chairman to sit onthe audit committee where he or she was considered independent onappointment.

2.1.3 That edition o the Code took e ect at the same time as new FinancialServices Authority (FSA) Corporate Governance Rules implementingEU requirements relating to corporate governance statements and auditcommittees. There is some overlap between the Rules and the Code,which is summarised in the Schedule to the Code.

2.2 Further Review o the Code ollowing the Credit Crunch2.2.1 On 18 March 2009 the FRC announced a urther review o the Code and

invited views on:

(a) Which parts o the Code have worked well? Do any o them needurther rein orcement?

(b) Have any parts o the Code inadvertently reduced the e ectivenesso the board?

(c) Are there any aspects o good governance practice not currentlyaddressed by the Code or its related guidance that should be?

(d) Is the comply or explain mechanism operating e ectively and, i not, how might its operation be improved?

2.2.2 The FRC will publish its ndings later in 2009. I the review results in any

proposals to amend the Code, there will be separate consultation on them.In recent months the governance o banks has also been the subject o particular scrutiny, as a result o which the UK Government has asked SirDavid Walker to conduct an independent review on that subject. Whilethe two reviews will be conducted separately, the FRC will work closelywith Sir David and share relevant research and other evidence. Also, theFSA issued in March a consultation paper on Re orming RemunerationPractices in Financial Services, which it was considered may havecontributed to the nancial crisis though the payment o bonuses basedon short term considerations.


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2.2.3 It is to be hoped that these reviews do not lead to urther prescriptiverules. Lehman Brothers, and the like, were all subject to the ull Sarbanes-Oxley regime, which did nothing to prevent disaster. As the late SirDerek Higgs wrote in January 2003: The key to non-executive directore ectiveness lies as much in behaviours and relationships as in structuresand processes, and the same applies to board e ectiveness generally.

2.3 Smith Guidance on Audit CommitteesThe FRC has, as oreshadowed last year, also revised these. The main changes in theguidance published in October 2008 are:

2.3.1 Encouraging audit committees to consider the risk o the withdrawal o their auditor rom the market in their planning.

2.3.2 Encouraging reporting on the appointment, reappointment or removal o the auditor, including tendering requency, the tenure o the incumbentand any contractual obligations that restricted the committees choice.

2.3.3 A small number o detailed changes have been made to the sectiondealing with auditor independence con orming it to the Auditing Practices

Boards Ethical Standards or auditors.2.3.4 An appendix has been added on the actors to be considered i a group is

contemplating employing rms rom more than one network to undertakethe audit.

2.4 Auditor Liability Limitation AgreementsIn June 2008 the FRC issued guidance on these, which are now permitted under CA06 or the statutory audit as well as non-statutory work, but which raise potentialissues both or investor representative bodies, and in terms o directors duties.

2.5 Going Concern and Liquidity RiskIn November 2008 the FRC published an update or directors o listed companieso its advice on going concern. This brings together the requirements on directors tocomment on going concern and liquidity risk in annual reports and accounts, in thelight o the Credit Crunch. The update addresses the requirements o InternationalFinancial Reporting Standards, UK GAAP, the Listing Rules o the FSA, the 1994guidance on going concern rom the FRC to directors (due to be revised in mid2009), and CA 06 and its requirements about the content o a Business Review inrelation to December 2008 year ends. The update may also be use ul or directors o unlisted companies.

3 AIM New Growth Markets(by Mehboob Dossa, Partner)3.1 The London Stock Exchange (LSE) is proposing to establish and operate a joint

venture market with the Tokyo Stock Exchange, Inc., which is intended to provide a

new unding option or growing companies in Japan and Asia giving them access toa capital market speci cally tailored or their needs and provide a new investmentopportunity or Japanese and international pro essional investors. The joint venturemarket will be called Tokyo AIM. Earlier this year, the joint venture parties publishedthe proposed new rulebook or Tokyo AIM.

3.2 This ollows the launch o AIM Italia by Borsa Italiana, a group company o the LSE.


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3.3 AIM Italia has been designated as a Multilateral Trading Facility rather than a stockexchange and like AIM, is an exchange regulated market. It is based on the modelo the LSEs AIM market and will be dedicated to small and medium sized Italiancompanies.

3.4 The AIM Italia rulebook was nalised on 25 September 2008 and became e ective

on 1 December 2008.3.5 The launch o AIM Italia and the proposed establishment o Tokyo AIM are all welcome

developments, however, the current market conditions are less than ideal to give thenecessary boost that these markets will require in order to fourish. Whether theywill, only time will tell!


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Chapter 2 COMMERCIAL

1 Some Recent Appeal Cases Illustrating Key Principles o English Law ApplicContracts and Other Relationships(by Rhidian Jones, Consultant)

1.1 Common Law and Civil Law Systems Compared

1.1.1 The point is o ten made that contract law in England, and systems that arebased on it, pays excessive regard to the sanctity o the bargain purportedlyreached by the parties, and places insu cient emphasis on the airnesso the outcome. Thus contracts are generally strictly interpreted and may

ail or uncertainty, or other technical reasons, with a reluctance on thepart o the judges to ll in missing contractual terms, other than such asmust be implied to give the contact business e cacy.

1.1.2 This is contrasted with the position which obtains in the Civil Lawcountries where, as in Germany under Para. 242 o the BGB the concepto Treu und Glauben , or good aith, is implied in all commercialrelationships without ormality, as the equivalent concept o god tro isin Scandinavia. O course, the reedom to make a bad bargain has longbeen restricted in England, particularly in consumer contracts, evenwithout an EU Consumer Rights Directive, and even business contracts insectors such as insurance or partnership have implied terms o good aith.Nevertheless, it is sometimes necessary or the courts to mitigate harshoutcomes resulting rom the application o the strict rules by recourse toequitable doctrines such as estoppel.

1.1.3 Some recent cases, three rom the House o Lords (the HL), oursupreme court and about to be re-named as such later this year, illustratethe importance o principles such as subject to contract and withoutprejudice in our law, as well as the judges desire to reach a air solutionin some but not all circumstances.

1.2 Unconscionable Behaviour does not create Proprietary Estoppel Yeomans RowManagement Limited v. Cobbe , [2008] UKHL 551.2.1 Mr Cobbe and the de endants had an in ormal joint venture, (but not

evidenced in writing as contracts or an interest in land must be), wherebyMr Cobbe would, at his own expense, apply or planning permissionto develop a plot o land, and that, once obtained, he would be soldthe land or 12 million plus 50% o the amount o any proceeds over24 million. A ter planning permission had been obtained, one o thede endants expressed dissatis action with the nancial terms and soughtto renegotiate, in response to which Mr Cobbe claimed that the propertywas held on a constructive trust or him and the company was estopped

rom denying that he had an interest in it.

1.2.2 The judge at rst instance and the Court o Appeal accepted that, butthe HL ound that proprietary estoppel required clarity as to what itwas the de endant was to be estopped rom denying or asserting, andclarity as to the interest in the property in question that such denial orassertion would de eat. The statutory requirement or a written agreementcould not be avoided by this means. The HL did, however, hold that hewas entitled to a quantum meruit payment or obtaining the planningpermission equal to the extent o the unjust enrichment o the company.


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They added the court should be very slow to introduce uncertainty intocommercial transactions by over-ready use o equitable concepts such as

duciary obligations and equitable estoppel.

1.3 Oblique Assurances do create Proprietary Estoppel Thorner v. Major and Others[2009] UKHL 18

1.3.1 The Thorners were a arming amily living in Somerset. Davids ather andPeter were rst cousins. From 1976 David began to help Peter at SteartFarm. He continued to do so, without any remuneration, until Petersdeath 29 years later. He received pocket money rom his ather. Davidnever married. He worked very hard at Peters arm. He came to hopethat he might inherit the arm rom various noises [Peter made] thatmade me think I might well inherit. In 1997 Peter made a will, dra ted

or him by his solicitors. A ter some cash legacies everything was le t toDavid, although he did not know that. A year later Peter ell out with oneo the cash legatees, cancelled his will and died intestate.

1.3.2 At trial the judge awarded David the arm based on proprietary estoppel,a ter hearing a lot o evidence o the dealings between the two men overmany years, but the personal representatives appealed to the Court o Appeal, which decided in order to work as an estoppel, the representationmust be unequivocal, it must be intended to be acted on, and in act actedon. Moreover, they were concerned that foodgates might be opened i the trial judges decision were to stand. The HL on the other hand, oundno reason to disturb the trial judges nding o act, and restored the armto David, in what was admittedly an unusual case.

1.4 Without Prejudice letter cannot de eat Claim O ulue and Another v. Bossert [2009] UKHL 16

1.4.1 A longstanding rule o English law is that statements made in negotiationsentered into between parties to litigation with a view to settling thatlitigation are inadmissible and could not be given in evidence, save orexceptional circumstances.

1.4.2 In 1981 Ms. Bossert and her ather had been permitted to occupy aproperty by a ormer tenant, and took up residence. In 1987 the owners,the O ulues, commenced possession proceedings and the Bossertscounterclaimed or the grant o a lease, which they claimed they had beenpromised or carrying out repairs. In 1992 with the possession proceedingsstill pending, the Bosserts by a letter marked without prejudice, o eredto buy the property. The O ulues rejected the o er but ailed to pursue thepossession proceedings which were stayed automatically in 2000.

1.4.3 In 2003 by which time Ms. Bosserts ather had died, the O ulues issuednew possession proceedings. Ms. Bossert contended or the rst timethe title to the property had passed to her because o 12 years adversepossession.

1.4.4 The O ulues said that the letter was an admission that they owned theproperty, which should be admitted in evidence despite its withoutprejudice nature, but they lost at rst instance, in the Court o Appeal,and in the HL (by a our to one majority). As or the O ulues counsels

nal submission that justice required that the WP rule be overridden inthis case, the court was rmly o the view that there was no basis orthat simply because many might think that Ms. Bossert, by changing herstance in the two proceedings, had acted unattractively.


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1.5 Reasonableness Requirement is not Applicable to International Supply ContraTrident Turboprop (Dublin) Limited v. First Flight Couriers Limited , [2009] EWCCiv 290

1.5.1 The Un air Contract Terms Act 1977 (UCTA) was enacted to enhancethe rights o domestic contracting parties against un air exclusion clauses,including, or the purposes o this case, applying a reasonableness test tothe exclusion o liability or breach o contract by misrepresentation andthe resulting right to rescind.

1.5.2 S 26 o UCTA excludes international supply contracts rom the statutoryregime governing exclusion clauses, and that was held by the Court o Appeal also to apply to the Misrepresentation Act 1967 as amended byUCTA.

1.5.3 Accordingly, the aircra t lease contract in dispute in this case beingsuch a contract, the Irish claimant was entitled to rely on its exclusionclause and terminate it, recover arrears o rent, damage or breach, andpossession o both aircra t, notwithstanding the respondent alleged thatit had already rescinded the leases or misrepresentation.

2 Mercury: The English High Court decision on proper execution o documents. (by Josefn Nordegren, Associate)

2.1 Preliminary2.1.1 The English Court decision on 13 November 2008 in R (on the application

o Mercury Tax Group and another) v. HM Revenue and CustomsCommissioners & Ors [2008] EWHC 2721 (Admin) has raised doubtsabout current commercial practice when entering into a contract.

2.1.2 A deed is a special type o written document, which must be executedwith the necessary ormality (i individual, signed by the individual in thepresence o a witness who attest the signature and delivered as a deed by

the individual and i corporate, two authorised signatories, or a directoro the company in the presence o a witness who attests the signature),and by which an interest, right or property passes or is con rmed, or anobligation binding on some person is created or con rmed. The bene tso executing a deed as opposed to a normal contract are that deeds aregenerally en orceable despite any lack o consideration and the limitationperiod or actions brought under a deed is generally 12 years as opposedto six years in respect o simple contracts.

2.2 Background2.2.1 The clients were asked to sign on the signature pages on early and

incomplete versions o three deeds which contained a number o squarebrackets. The signature pages were then trans erred to later, completeand amended versions o the deeds. Some o the changes made inthe deeds were considered material. Mercury Tax Group and another(Mercury) argued (i) that a contract in writing could be e ectivelyaltered a ter signature by a party, provided that the person making thealteration had the authority o the party in question to do so, or i hisact was subsequently rati ed ( Koenigsblatt v. Sweet [1923] 2 Ch 314,Koeningsblatt); (ii) when a client is signing a contract containing squarebrackets, they must have anticipate that the square brackets would becompleted, i.e. that the changes made in the deed were implicitlyauthorized i the changes were reasonable expected by them ( United


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Dominions Trust Ltd v. Western [1976] QB 513); and (iii) with regardto the material changes in the deeds, Mercury claimed that the clientshad implicitly approved them because ormal acility letters were sent tothem in orming them o the changes made and the client accepted themby returning the letter.

2.3 Decision2.3.1 The Court held that the deeds had not been properly executed as deeds

and were invalidated. The removal o signature pages rom incompletedra ts that had been signed by the parties to the deeds and theirsubstitution into the nal versions had invalidated the deeds. The Courtrelied on the legislation regulating execution o deeds which requires thatthe signature and attestation o the documents to orm part o the samephysical document. With respect to Mercury argument in (i) above, theCourt held that the procedure in Mercury was di erent rom the procedurein Koeningblatt were the alteration was made in the same documents thatwere signed. Consequently, the governing principle was not applicablein this case and (iii) the acility letters that Mercury had sent to the clientshad not speci cally drawn the clients attention to the act that it wasa change made or that it will require alterations to the documentationwhich they had already signed. Despite that the procedure o signingis applicable to the particular transaction in question, the Court raiseddoubts i the procedure could be e ective or a contract which was not adeed.

2.3.2 With respect to contracts which are not executed as deeds, as most o these can be made even verbally or otherwise without speci c mandatory

orm, the practice o inserting signature pages into nal dra ts should not jeopardise the validity o such contracts.

2.3.3 The judgment expressed doubt over the validity o contracts, in particulardeeds, where the signature pages were signed separately orm the bodyo the contract. As a result o the judgment, many law rms have adopteda more ormal approach to procedure at signing and are more regularlyarranging physical signing meetings instead o signing with exchange o e-mails even when the document in question is not a deed. In the clientsperspective, these are more expensive and time-consuming.


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Chapter 3 INSOLVENCY LAW

1 Use o Pre Packaged Sales (Pre-Packs) in Company Administrations(by Mark Lang ord, Partner, and Tom Dugdale, Associate)

1.1 What is a Pre-Pack?

A Pre-Pack is simply an arrangement under which the sale o all or part o an insolventcompanys business is negotiated with a buyer be ore the actual appointment o anadministrator. The administrator e ects the sale immediately on or shortly a ter hisappointment.

1.2 Why use a Pre-Pack?Pre-Packs can minimise the damage to supplier, customer and employee relationshipsthat a prolonged insolvency process may cause. The costs o the administrationprocess can be reduced and the absence o a period o non trading or trading underadministration assists in preserving the goodwill o the business and can lead to ahigher sale price thereby resulting in a better return or creditors.

1.3 The Process1.3.1 I the company has su cient cash reserves to carry on trading outside

o an insolvency process, a short marketing exercise can be undertakenprior to administration in order to nd a buyer and an administrationand Pre-Pack sale can be planned. Without su cient cash in a businessto enable it to continue trading until all sale-related arrangements are

ormalised a Pre-Pack would not be a viable option.

1.3.2 The proposed administrator will become involved at an early stage,initially identi ying potential buyers and then negotiating the terms o sale. Once a contract or sale is agreed with a buyer, the administrator is

ormally appointed and an immediate sale ollows.

1.4 Main CriticismsPre-Packs in the UK have attracted signi cant adverse publicity or the ollowingreasons:

1.4.1 Lack o transparency: unsecured creditors have no opportunity to vote onthe sale proposal as they would do in other circumstances.

1.4.2 Pre-Packs may not always maximise returns or unsecured creditors:businesses are usually sold a ter limited marketing as only a small numbero buyers may be approached due to the risk o the companys nancialdi culties being leaked.

1.4.3 Lack o accountability: administrators involved in Pre-Packs do not haveto obtain prior approval or their actions rom the court or unsecuredcreditors in the same way as they do in other administrations.

1.4.4 Creation o phoenix companies: Pre-Packs may o ten involve thepractice o creating phoenix companies where the directors o acompany put it into an insolvency process only or the same businessto re-emerge trading under the ownership o a new phoenix companymanaged by the same directors and/or owned by the same shareholders,but without the liabilities o the old company.


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1.5 Relevant Legislation and Guidelines1.5.1 On 1 January 2009, the Statement o Insolvency Practice 16 (E&W)

(SIP 16), adopted by a number o regulatory bodies including the LawSociety, came into e ect.

1.5.2 The new guidelines are intended to improve transparency on Pre-Packs

requiring administrators acting on a Pre-Pack to:(a) Keep a detailed record o the reasons why a Pre-Pack has been

chosen as the best course o action or creditors.(b) Make it clear to the directors o the company that they have been

appointed to advise the company and not the directors on theirpersonal liability.

(c) Encourage the directors o the company to take independent advice,in particular i any o the directors proposes to acquire assets in thesale.

(d) Disclose (a ter the sale) certain speci ed in ormation to creditors,including: the identity o the buyer o the business or assets,

valuations obtained or the business or underlying assets, alternativecourses o action considered by an administrator, the considerationor the sale and the terms o payment and any connection between

the buyer and the company.

1.5.3 Although SIP 16 is not legally binding, ailure to comply with it couldresult in an administrator acing regulatory or disciplinary action wherethe guidelines have been adopted by the administrators regulatorybody.

1.5.4 It is too early to say how the new guidelines will a ect the number o Pre-Packs. Although the last 12 months has seen an increasing numbero administrations in the UK, time will tell whether SIP 16 will lead to

a comparative all in the number o Pre-Packs and/or a reduction in thenumber o complaints regarding their use.

2 Debt Relie Orders New Form o Insolvency (by Mehboob Dossa, Partner )

2.1 On 6 April 2009 a new non-court based scheme o debt relie came into e ect inEngland and Wales. Debt Relie Order (DRO) is designed as an alternative routeto bankruptcy or someone who has relatively low levels o liabilities, no assets overand above a nominal amount and no surplus income with which to come to anarrangement with his creditors.

2.2 In order to quali y or a DRO, a debtor has to satis y certain requirements, includingthat the debtor is unable to pay his debts, the debtors total unsecured liabilities do not

exceed 15,000, the debtors total gross assets do not exceed 300, and the debtorsdisposable income, ollowing deduction o normal household expenses, does notexceed 50 per month. DROs can be applied or on-line, or through an intermediary,without the involvement o a Court. Once the DRO is granted, creditors who areincluded in the DRO will be prevented rom en orcing their debts against the debtorand at the end o the period o the DRO (normally a year ollowing the grant o theDRO), the debtor will be discharged rom these debts.


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2.3 DROs come with restrictions. A debtor with a DRO will be subject to certainrestrictions during the period o the DRO including his ability to act as a companydirector without Court permission and the need to disclose the existence o the DROwhen borrowing 500 or more.

2.4 When DROs were launched in Scotland, take up was 3 times the original estimate,

and it is expected that this trend will continue in England and Wales, especially sincea DRO costs around a th o going bankrupt.


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Chapter 4 EMPLOYMENT

1 Employment Act 2008(by Dan Peyton, Partner; Lucy Harrington, Associate; and Anna Samuelsson, Trainee Solicitor)

1.1 The Employment Act 2008 (the 2008 Act), which came into e ect on 6 April 2009,

signi cantly changes the law concerning employee dispute resolution. The 2008Act repeals the Employment Act 2002 (the 2002 Act) which, together with theEmployment Act 2002 (Dispute Resolution) Regulations 2002, provided or certainminimum statutory disciplinary and grievance procedures.

1.2 Under the 2002 Act, an employer aced a nding o automatic un air dismissaland also an upli t in compensation o between 10% and 50% i the minimumstatutory dismissal and disciplinary procedures (SDDP) were not complied withto the letter. Further, under the 2002 Act an employee was unable to bring a claimin an Employment Tribunal (ET) unless he had rst submitted a grievance to hisemployer.

1.3 The SDDP were criticised or causing an increase in the number o cases being

re erred to the ET and their abject ailure to resolve internal disputes. As a result, itsrepeal is much welcomed.

1.4 The main changes resulting rom the 2008 Act are as ollows:

1.4.1 The SDDP has been replaced by a Code o Conduct (the Code) preparedby the Advisory, Consultation and Arbitration Service (ACAS). The Codeis intended as a best practice code or employers and employees and

ailure to comply with the Code will be taken into account by the ET whendeciding whether a air procedure has been ollowed and a dismissal isun air.

1.4.2 Failure to ollow the procedures set out in the Code will not result in

ndings o automatic un air dismissal and each such case will beconsidered on its acts.1.4.3 I either party is ound unreasonably to have ailed to ollow the Code, the

ET now has a discretion to increase or reduce the compensation awardedby up to 25% (under the 2004 Regulations the Tribunal was obliged toincrease the compensation awarded by between 10% to 50%).

1.4.4 Possibly the most signi cant change is that there is no longer a requirementto raise a grievance to bring a claim in the Tribunal. This will simpli ymany ET claims and it should be easier or employers to try to resolvegrievances in ormally.

1.4.5 The 2008 Act signals the return o what is known as the Polkey reductionrule. This allows ETs to reduce compensation awarded to employees i it

is ound that they would have been dismissed in any event, even i a airprocedure had been ollowed by the employer.

1.5 In practice, the 2008 Act will not require drastic changes in the way which disciplinaryand grievance procedures should be handled. However, it is intended that the 2008Act will allow the parties more fexibility to carry out the procedures in a way that isreasonable in the circumstances and in accordance with the size and resources o theemployer. It is also hoped that it will reduce the number o ormal grievances whichemployers are orced to deal with each year.


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2 Annual Leave and Long-term Sickness The impact o Stringer and Others v.HM Revenue and Customs C-520/06 (by Dan Peyton, Partner; Lucy Harrington,

Associate; and Anna Samuelsson, Trainee Solicitor)

2.1 It has long been debated in England and Wales whether workers can accrue and takeholidays whilst absent on sick leave. The House o Lords re erred this issue to the

European Court o Justice (ECJ) in the case o Stringer and Others v. HMRC . The EC joined this case with a German case ( Schulz-Ho ) and delivered its judgment on 20 January 2009.

2.2 The key points o the judgment are that:2.2.1 annual leave does accrue during periods o sickness absence;2.2.2 it is up to each member state to decide whether a worker can take their

annual leave during a period o sick leave;2.2.3 a worker on sick leave who has been unable to take his/her annual leave

entitlement must be entitled to carry it over to the next leave year; and2.2.4 i a workers employment is terminated be ore he/she has had the

opportunity to take his/her annual leave entitlement due to sickness, theworker must receive payment in lieu at the normal rate o pay.

2.3 The Stringer case will now return to the House o Lords or nal judgment on itsmerits. In the light o the decision rom ECJ, the House o Lords must determinewhat the position is under the Working Time Regulations 1998 (WTR). The UKgovernment may also need to amend the WTR as they currently preclude any carry-over o annual leave to the next holiday year (reg 13(9)(a)).

3 Age Discrimination The impact o The National Council on Aging (Age ConcernEngland) v. Secretary o State or Business, Enterprise and Regulatory Re ormC-388/07 (otherwise known as theHeyday case) (by Dan Peyton Partner; Lucy Harrington, Associate; and Anna Samuelsson, Trainee Solicitor)

3.1 On 5 March 2009, the ECJ handed down its decision in the so called Heyday appeal.The question in this case was whether a de ault retirement age is consistent with theEU Equal Treatment Framework Directive as Age Concern argued that this was itsel age discrimination. It is currently permissible under the Employment Equality (AgeDiscrimination) Regulations 2006 to orce employees to retire rom the age o 65.

3.2 The ECJ held that Englands compulsory retirement age o 65 will not breach EClaw provided that it is possible to show that this rule is capable o being justi edas a proportionate means o achieving a legitimate aim. Consequently, it is now

or the English High Court to decide whether de ault retirement provisions in theEmployment Equality (Age Discrimination) Regulations 2006 refect such a legitimateaim and whether the means chosen are appropriate and necessary to achieve that

legitimate aim.

4 Disability Discrimination The impact o Coleman v. Attridge Law LLP and Another ET/2303745/2005(by Dan Peyton, Partner; Lucy Harrington, Associate; and AnnaSamuelsson, Trainee Solicitor)

4.1 This case deals with the question o whether a non-disabled individual is entitled tobring a direct discrimination harassment claim under Section 3 A(5) and Section Bo the Disability Discrimination Act 1995 (DDA) based on their association witha disabled person. In this case, the woman who brought the claim was the primarycarer o her disabled son.


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4.2 The English Employment Tribunal re erred this question to the ECJ, which concludedthat the Equal Treatment Framework Directive 2007/78/EC does prohibit directdiscrimination and harassment on the grounds o disability in respect o a personwho is not themselves disabled but is subjected to that treatment because o theirassociation with a disabled person. The ECJ also con rmed that discrimination byassociation in relation to the other protected areas covered by the Equal Treatment

Framework Directive is also unlaw ul. This included discrimination by association inrelation to sexual orientation, race and religion and age.

4.3 Following the ECJs decision the Employment Tribunal has ound that they are obligedto interpret the DDA, so ar as possible, as applying to associative discrimination andthat this was possible i a purposive interpretation o the DDA was used instead o aliteral interpretation. Accordingly, this claim or direct discrimination and harassmentcould proceed to a ull hearing.

4.4 This case will clearly bene t individuals who care or a disabled person. As a result o the case, employers may ace claims or disability discrimination i requests or fexibleworking by employees who are primary carers o disabled individuals are rejected.As stated above, it is also worth noting that other areas o associative discrimination

or example, age discrimination, are also likely to be unlaw ul, there ore this casesigni es a substantial expansion o the scope o discrimination law in England.


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Chapter 5 INTELLECTUAL PROPERTY

1 Compensation or employee inventors o patents o outstanding beneft;Kelly and Chiu v. GE Healthcare Limited , [2009] EWHC 181 (Pat) (Floyd J)(by Marcus Andreen, Consultant, and Benedicte Kaare Fjeld, Trainee Solicitor)

1.1 The claimants, James Duncan Kelly and Kwok Wai Chiu, were scientists employedthe de endant, and co-inventors o a patented radiopharmaceutical heart imagingagent, a highly success ul product or the de endant. Kelly and Chiu were awardedcompensation o 1.5 million under the UK Patents Act 1977 (UKPA).

1.2 Section 40 o UKPA provides employee inventors with a means o obtainingcompensation or generating patents which are o outstanding bene t to theiremployers. In practice, due to the di culty in quanti ying the bene t rom the patentitsel , this is the rst reported case o a success ul action brought by an employeeunder section 40.

1.3 In Kelly and Chiu v. GE Healthcare Limited the English High Court held thatoutstanding bene t to the employer, means something special or out o theordinary, and more than substantial, signi cant or good. The bene t must besomething more than one would normally expect to arise rom the duties or whichthe employee is paid. On the other hand, it is not necessary to show that the bene t

rom the patent could not have been exceeded.

1.4 Compensation or an invention o outstanding bene t was to be determined inaccordance with all available evidence, in accordance with section 41 o UKPA, soas to secure a just and air reward to the employee, neither limiting the employee tocompensation or loss or damage, nor placing the employee in as strong a positionas an external patentee or licensor.

1.5 In calculating the amount o compensation, the judge took into consideration thesuccess o the product, its relative importance to the de endants business andthe impact generic competition would have had i it had not been granted patentprotection.

1.6 Assuming that generic competition would have halved the sales o the product andled to a 10 per cent price reduction, the judge reached what he considered to be aconservative gure o 50 million. The court awarded the two inventors three percent o that 50 million in compensation by way o their air share.

1.7 The law was amended by the Patents Act 2005 to make compensation easier to obtainby providing that it is the invention itsel that has to be o outstanding bene t, not

just the patent. However, this only applies to patents applied or a ter 1 January 2005and was not applicable in Kelly and Chiu v. GE Healthcare Limited . Note, however,

that action can be taken under section 40 rom the date on which a patent is granteduntil up to a year a ter the patent lapses, and as a result section 40 will continue tobe relevant.


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Chapter 6 LITIGATION

1 Allianz and Generali v. West Tankers (C-185/07) Arbitration Ruling(by Dorothy McMahon, Senior Associate, and Anna Vainonen, Trainee Solicitor)

1.1 Londons position as a major arbitration seat could be a ected by the ruling o

the Grand Chamber o European Court o Justice (ECJ) in the case o Allianz andGenerali v. West Tankers.

1.2 A dispute arose in August 2000 when the Front Comor , a vessel owned by WestTankers and chartered by Erg Petroli SpA (Erg) collided with a jetty owned by Ergcausing damage. The charter party was governed by English law and provided orarbitration in London. Erg was compensated by the insurers Allianz and Generaliand brought proceedings or the remaining amount against West Tankers in London.Allianz and Generali subsequently sought to recover the paid compensation romWest Tankers by commencing the proceedings in Syracuse, Italy, where the damageoccurred.

1.3 West Tankers contested the jurisdiction be ore the Tribunale di Syracuse on the basiso the arbitration agreement between the parties.

1.4 The High Court issued an anti-suit injunction directed at the proceedings in Italyand the House o Lords re erred the case to the ECJ in order to determine whetherone Member State could make an order to restrain a person rom commencing orcontinuing the proceedings be ore the court o another Member State on the groundthat such proceedings would be contrary to an arbitration agreement concludedbetween the parties?

1.5 Regulation 44/2001 on jurisdiction and the recognition and en orcement o judgmentsin civil and commercial matters provides that a party should be sued in the courts

or the place where the damage occurred.

1.6 Under the Arbitration Act 1996 the courts can grant anti-suit injunctions, which canbe directed against the other party in proceedings abroad. Non compliance withanti-suit injunction is a contempt o court.

1.7 West Tankers and UK Government submitted that such an injunction is notincompatible with Regulation 44/2001 since it expressly excludes arbitration romits application.

1.8 The ECJ ruled:1.8.1 a court in one member state cannot issue an anti-suit injunction against

an actual or potential claimant in another member state where there is anarbitration clause in the agreement.

1.8.2 Proceedings such as in West Tankers case all outside the Regulation44/2001.

1.8.3 I a party could avoid the proceedings by merely relying on thearbitration clause in the agreement, the other party would be deprivedo its ability to bring the proceedings under the Regulation in the placewhere damage occurred and this would mean depriving a claimant rom

judicial protection to as entitled according to the EC laws.


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Chapter 7 PRIVATE CLIENT

1 UK Family Law Update(by Zo Bagg, Senior Associate)

1.1 Inheritance Tax

1.1.1 Inheritance Tax threshold/nil rate band(a) On 6 April 2009 the Inheritance Tax threshold ( nil rate band) was

increased rom 312,000 to 325,000 or individuals who die a ter6 April 2009.

(b) The nil rate band is the amount up to which an estate will have noInheritance Tax to pay.

(c) I the estate including any assets held in trust and gi ts made withinseven years o death is more than the threshold, Inheritance Taxwill be due at 40 per cent on the amount over the nil rate band.

1.1.2 Trans errable nil rate band(a) The trans errable nil rate band was introduced by The Finance Act

2008 and is available to deaths occurring on or a ter 9 October 2007.It allows unused nil rate bands to be trans erred between spouses/ civil partners. The e ect is to increase the survivors available nilrate band by the equivalent percentage o the rst deceased spouse/ civil partner unused nil rate band.

(b) This bene t must be claimed a ter death but within two years o thesurvivors death.

(c) As a result, it may be necessary to review wills in order to ensurethat clauses re erring to the trans er o sums to trustees o anamount equal to the nil rate band are e ective and trans er theentire available nil rate band available a ter death.

1.1.3 Inheritance Tax account(a) The IHT 200 inheritance tax account orm has been replaced by the

IHT 400 and the old supplementary pages numbered D1 to D21have been replaced with schedules numbered IHT401 to IHT423.The IHT 400 must be used i submitting an account a ter 9 June2009.

(b) The IHT 400 is signi cantly longer and more detailed than the IHT200.

1.2 Inheritance Tax planning1.2.1 The President o the Law Society o England and Wales, Paul Marsh, has

advised parents who wish to lend their children money to purchase ahome to be cautious and seek the appropriate advice.

1.2.2 He noted that A series o potential consequences need to be consideredto make sure that everyone understands at the beginning what wouldhappen in a series o di erent events. It is much cheaper and less traumaticto clari y the agreement at the outset with a legally valid document ratherthan waiting and ending up in court.

1.2.3 Examples cited include the di culties which can arise when relationshipsbreak down or one lending parent dies and the survivor needs the loanedmoney. Loans may also cause disagreements between siblings who arenot given the assistance.


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1.2.4 As well as potential amily disputes, there could be signi cant taxconsequences o getting the orm o assistance incorrect.

1.3 IntestacyThe Law Commission is reviewing the law o intestacy. The last review took place inthe 1980s and the Commissioners are o the view that it should be reviewed due to

the changing structure o amilies and property holding. A dra t Bill is expected inlate 2011.

1.4 Cohabiting Couples1.4.1 Resolution (a body o 5,500 amily lawyers) has joined orces with Lord

Lester o Herne Hill QC to introduce a Bill to give cohabitants certainrights in the event their relationship breaks down.

1.4.2 The Cohabitation Bill (the Bill) received its rst reading in the House o Lords on 11 December 2008 and its second on 13 March 2009. The Billis going or the next stage in the House o Lord.

1.4.3 It is not yet clear whether the Government will support the Bill. Theyhave recognised the need or re orm in this area but have not agreed tolegislate.

1.4.4 The Bill calls or support o those individuals who live in mutuallysupporting relationships and who make sacri ces or the uture o their

amilies.**David Alison, Resolution

1.5 Prenuptials1.5.1 The Law Commission is reviewing the use o prenuptials in English law.

At present, pre nuptials are persuasive but not strictly legally binding. Ithas been recognised that the legislation in England lags behind that in

other jurisdictions which creates particular di culties or couples livingin and coming rom multiple jurisdictions.

1.5.2 The Law Commission is also looking at post nuptial agreements.

1.5.3 It is hoped that a dra t bill will be available by 2012.


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Chapter 8 TAXATION

1 Income Tax(by Helena Whitmore, Director o Tax, and Sarah Challis, Associate)

1.1 Domicile and Residence1.1.1 The Finance Act 2008 introduced wide ranging changes to the residence,

domicile and remittance basis rules e ective rom 6 April 2008. Thechanges potentially a ect all resident non-domiciled taxpayers (non-doms) but especially non-doms who have been resident in the UK or7 out o the last nine tax years. Those long term resident non-doms willhave to choose whether to pay 30,000 to access use o the remittancebasis, or to pay tax on the worldwide arising basis.

1.1.2 As the 30,000 remittance basis charge (RBC) is being treated as a tax,in order that it may potentially be relieved in accordance with doubletax treaty provisions, this means that the taxpayer must nominate whatincome or gains the RBC relates to. This procedure is complex and a ectedtaxpayers must take advice. It is particularly important to ensure that theRBC nominated income is never inadvertently remitted to the UK.

1.1.3 There are many other complexities in the new rules which must also beconsidered in detail.

1.2 Income Tax RatesThe income tax rates remain unchanged or 2009/10 and are 20% (basic rate) and 40%(higher rate). The basic rate limit has been extended to 37,400. The normal personalallowance is 6,475, although non-doms who make a claim or the remittance basiswill lose their entitlement to the personal allowance as well as the capital gains taxannual exemption.

1.3 Future Income tax rates and Personal Allowance or high earners

The Budget 2009 announced that rom tax year 2010/11, the income tax personalallowance will be gradually reduced to nil or individuals with incomes over100,000. From 2010/11 there will also be a new additional income tax rate o 50%

or those with incomes over 150,000. The dividend rates and trust rates will also beincreased.

1.4 Re orm o Penalty SystemA new penalty system is being introduced with e ect rom April 2009 applying toobligations arising on or a ter 1 April 2009. The new system uses a behaviour basedapproach, which gives discounts or disclosure, but the general e ect is that penaltieswill increase. There ore, now is a good time or taxpayers to ensure that all their taxa airs are in order.

2 Corporate Tax Consultation on Foreign Profts(by Helena Whitmore, Director o Tax, and Stacy Lake, Legal Assistant)The Budget 2009 con rmed that a oreign pro ts package will be introduced inthe Finance Bill 2009, a ter a lengthy consultation, ollowing the 2008 Pre-BudgetReport. The package will consist o our main elements: a new dividend exemptionregime whereby dividends and distributions received rom both UK and oreigncompanies will largely be exempt rom corporation tax; nance expense payableby UK members o a group o companies will be subject to a cap equal to the


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consolidated gross nance expense o that group; removal o both the ControlledForeign Companies (CFC) holding company exemption and Acceptable DistributionPolicy (ADP) exemption; and the replacement o Treasury Consent with a post-transaction reporting requirement.

3 New HMRC Enquiry Powers

The Finance Act 2008 has granted new powers to HM Revenue and Customs inrespect o their tax enquiries, with e ect rom 1 April 2009. One o the key changes isthe right o HMRC to undertake on-site visits to check business records in relation tocorporation tax, income tax and capital gains tax. Other eatures include new penaltypowers, record keeping requirements and extended rights to obtain in ormation romthird parties.

4 O shore DisclosureIt has been announced that HMRC intend to grant o shore account holders a newopportunity in 2009 to disclose, o their own accord, i they have unpaid tax or dutiesand to settle debts in return or reduced penalties.

5 Reduction in Standard VAT RateThere was a temporary reduction in the standard rate o VAT rom 17.5% to 15% on1 December 2008 which will last until 31 December 2009. On 1 January 2010 itwill revert to 17.5%.

6 Tax In ormation Exchange AgreementOn 10 March 2009, Jersey signed a Tax In ormation Exchange Agreement (TIEA) withthe UK. The UK already has TIEAs with other territories including Guernsey, Isle o Man, Bermuda and British Virgin Islands (BVI). The UK can now request in ormationregarding banks, trusts, companies etc rom these jurisdictions regarding to aid intheir tax enquiries. The signing o these agreements can be interpreted as a clearmessage o the UK governments call or transparency in so called tax havens, and

echoes similar objectives in the U.S., under the Obama administration.


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Chapter 9 GENERAL PRACTICE

1 New Regulatory Body or Solicitors Legal Disciplinary Practices A mini revoor law frms(by Claire Martin, Associate)

1.1 The Legal Services Act 2007 (LSA), which came into orce on 30 October 2007,

introduces a number o important re orms to the structure o the legal services marketas a whole.

1.2 One o its key changes relates to the creation o new types o legal practices whichwill allow (inter alia) or non-lawyers to become partners and owners o law rms.

1.3 In the UK, the legal pro ession is split into di erent pro essions, including barristers,solicitors, patent agents, notaries public and trade mark attorneys and prior to 31March 2009, they were unable co-exist in the same partnership.

1.4 Legal Disciplinary Practices (LDP), the rst new type o legal practice permitted aso 31 March 2009 by the LSA, will allow legal service providers to be owned andmanaged by a combination o :

1.4.1 di erent kinds o legal pro essionals; and1.4.2 up to 25% o non-lawyers (i.e. persons who are not legally quali ed).

1.5 Non-lawyers who become partners in LDPs will be known as managers and theiraggregate ownership in the business must not at any time exceed 25%.

1.6 Other alternative business structures will be permitted rom about 2012 which willallow ownerships o more than 25% o law rms by non-lawyers.

1.7 The LSA also creates an independent oversight regulator or the legal pro ession, theLegal Services Board, a majority o whose members will have to be non-lawyers.

1.8 It remains to be seen whether law rms will adopt this new LDP structure or whetherthey will wait until more fexible structures o ownership are permitted under theLSA. What is certain is that the legal pro ession will be keeping a close eye on thoselaw rms who have already chosen to become LDPs and see how they unction inthe legal services market.


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Chapter 10 THE AUTHORS

MARCUS ANDREEN+44 (0)20 7632 1600 | [email protected] is a solicitor who supports the rms corporate team, including the Nordic BusinessGroup. His principal areas o practice are IT, IP and telecoms. A Swedish national, Marcusquali ed as an English solicitor in 1992 and worked as a corporate lawyer in the City o London or six years. Therea ter he worked in-house, including as General Counsel andCompany Secretary or Eyretel plc, a UK-listed technology company. Marcus has extensiveexperience in advising so tware, telecoms and other IT/technology companies on a broadrange o domestic and international commercial transactions, including acquisitions, jointventures, share reorganisations and share option schemes.

ZO BAGG+44 (0)20 7632 1610 | [email protected] was admitted as a solicitor in 2004. She quali ed in a London rm with a niche interestin tax planning or both UK residents and non-domiciled clients. She joined the rms privateclient department in April 2005, having gained experience in all aspects o UK private clientwork including dra ting wills, the administration o estates, inheritance tax planning andcontentious probate disputes. Since joining the rm, Zo has expanded her divorce practice,acting or clients undergoing divorces, as well as assisting in the settlement o disputes over

nancial matters and access to children.

SARAH CHALLIS+44 (0)20 7632 1612 | [email protected] studied law at Kings College London, passing her LLB in 2005. Therea ter she completedthe Legal Practice Course at The College o Law in London, completing this in 2006. Sheundertook her training contract with the rm and quali ed in January 2009 into the PrivateClient and Tax department

MEHBOOB DOSSA+44 (0)20 7632 1609 | [email protected] was admitted as a solicitor in December 1999. He joined the Corporate CommercialDepartment at the rm in December 2004 a ter having worked as a senior assistant solicitorat a niche London corporate nance practice. Mehboob advises companies, rom start-upsto listed companies, on a range o general corporate and corporate nance matters. He hasextensive experience in advising on corporate transactions, including listing companies onthe O cial List and admitting companies to AIM, private placements, acquisitions, disposals,reorganisations and joint ventures. Mehboob also has expertise in advising clients on corporategovernance, nancial services and commercial property matters.

TOM DUGDALE +44 (0)20 7632 1701 | [email protected] joined the rm as an associate in the corporate department in December 2007 and isworking on M&A, private equity and general corporate matters. Tom completed his training ata corporate law rm in May air having gained a broad range o experience in corporate andcommercial matters. This included dra ting and negotiating commercial contracts, assistingon company share and asset sales and acquisitions and advising on company start-ups. Hehas also advised on a range o AIM related matters including acting or the nomad on anIPO, acting or an AIM listed company on an ongoing basis and general advice to variouscompanies seeking to foat on AIM.


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BENEDICTE KAARE FJELD (CO-EDITOR)+44 (0)20 7632 1684 | b [email protected] Kaare Fjeld joined the rm in September 2007 a ter completing the GraduateDiploma in Law and the Legal Practice Course (Corporate) at The College o Law in London.Benedicte quali ed as a Norwegian Cand. Jur. rom the University o Oslo in 2003 and alsospent one year studying English law at Kingston University.

LUCY HARRINGTON+44 (0)20 7632 1695 | [email protected] is an Associate in the Employment Department. Lucy joined the rm in November 2007a ter completing her training at a City law rm, be ore which she worked or two years as aparalegal in a large Channel Islands law rm. She quali ed as a solicitor in October 2007.Lucy undertakes work in all areas o contentious and non-contentious employment law andassists on the employment aspects o corporate transactions.

RHIDIAN JONES (CO-EDITOR)+44 (0)20 7632 1600 | [email protected]

Rhidian is a senior lawyer who combines legal expertise with business experience. He hasworked in industry and as an independent director or several companies, and practisedcompany and commercial law or 25 years, handling many transactions all over the world,and becoming Head o Corporate at a major City o London law rm.

STACY LAKE+44 (0)20 7632 1694 | [email protected] joined the Private Client & Tax Department as a Legal Assistant in February 2008 whereshe is primarily assisting on tax matters. She was called to the Bar o England and Wales inOctober 2006 and plans to do the QLTT to quali y as a solicitor. Stacy has previously worked

or a specialist consulting rm as a residence planning associate advising high net-worthclients on citizenship & residence planning, international trust & tax planning and other cross

border issues.

JOSEFIN LNNBORG+44 (0)20 7632 1699 | [email protected]

Jose n Lnnborg quali ed as a Swedish Jur. Kand in August 2005. She was educated at theUniversity o Lund in Sweden and also has a Master o Law rom London School o Economics.

Jose n joined the rm in October 2008. Prior to joining the rm, Jose n worked two yearswith Corporate Law at a Law Firm in Sweden. She is currently working in our CorporateDepartment.

CLAIRE MARTIN+44 (0)20 7632 1681 | [email protected] is an Associate in the Corporate department. She joined the rm in January 2008 havingquali ed in 2006 with an established London rm. Claire handles a wide range o corporatework including sale and business acquisitions. Claire has also advised on group restructuring,shareholder agreements and general company matters. She has particular experience inworking or European and U.S. inbounds.


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DOROTHY McMAHON+44 (0)20 7632 1628 | [email protected] was admitted as a solicitor in 2002. She joined the rm in the litigation departmentin January 2005, having gained a broad range o commercial litigation experience as heado litigation at a niche London corporate practice. Dorothy has worked on several complexcontract disputes and raud cases in the High Court, and Court o Appeal, as well as share

capital reduction, debt recovery and insolvency matters.

DAN PEYTON+44 (0)20 7632 1667 | [email protected] was called to the Bar in 1995 and was admitted as a solicitor in 2006, joining the

rm in March 2007 as a partner. He acts or both employers and employees in all aspectso employment law including, boardroom and senior executive terminations, team moves,con dential in ormation and restrictive covenant disputes as well as complex and sensitivewhistle blowing and discrimination claims.

ANNA SAMUELSSON+44 (0)20 7632 1626 | [email protected] Samuelsson joined the rm in March 2006 a ter quali ying as a Swedish Jur. Kand in

January 2006. She was educated at Uppsala University in Sweden and also spent one yearstudying English law at Leeds University in England. Anna completed her Graduate Diplomain Law in June 2007 and she is currently studying her Legal Practice Course whilst workingas a Jur.Kand and Trainee Solicitor.

ANNA VAINONEN+44 (0)20 7632 1698 | [email protected] Vainonen joined the rm in September 2008 a ter completing her Legal Practice Courseat the College o Law, London. A native Russian and Finnish speaker, Anna has received herdegree in English and European Law (LLB) rom University o Essex in 2007 and she has also

spent a year studying French law in Paris (Nanterre).

HELENA WHITMORE+44 (0)20 7632 1609 | [email protected], a Swedish National, is a Chartered Tax Adviser and a Member o the Association o Taxation Technicians. She received her pro essional education in the UK and has worked withthe rm since 1990. Helena advises both private and corporate clients with cross borderinterests.

report on principal uk legal and tax developments

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