Unlimited liability – Atlantic Storm http://atlantic-storm.org/ Mon, 21 Nov 2022 12:25:39 +0000 en-US hourly 1 https://wordpress.org/?v=5.9.3 https://atlantic-storm.org/wp-content/uploads/2021/05/cropped-icon-32x32.png Unlimited liability – Atlantic Storm http://atlantic-storm.org/ 32 32 COP27 produced a landmark climate fund. COP28 must do more, say experts https://atlantic-storm.org/cop27-produced-a-landmark-climate-fund-cop28-must-do-more-say-experts/ Mon, 21 Nov 2022 12:25:39 +0000 https://atlantic-storm.org/cop27-produced-a-landmark-climate-fund-cop28-must-do-more-say-experts/

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Hello and welcome to The Climate 202! In case you haven’t spent the whole weekend glued to the live stream of the COP27 climate negotiations in Egypt, we have what you need:

COP27 ended with a historic agreement on “loss and damage”. COP28 must do more, experts say.

After two weeks of tense negotiations at the United Nations Climate Change Conference in Egypt, known as COP27diplomats from nearly 200 countries reached a final agreement on Sunday that helped vulnerable countries deal with climate-related disasters, the Washington Post reported. Sarah Kaplan reports.

Beyond that breakthrough, however, the deal made little headway on measures to accelerate emissions reduction efforts or phase out fossil fuel burning, a key driver of the climate crisis.

The double-edged outcome increases pressure on negotiators at next year’s United Nations climate summit in Dubai, known as COP28, to secure meaningful new action to alter the trajectory of global warming, according to experts in international climate diplomacy.

Here’s what to know about how the COP27 deal paved the way for the clashes expected at COP28:

Discuss the details of a “loss and damage” fund

Wealthy nations agreed on Sunday to create a fund to compensate vulnerable countries for the costs of rising seas, stronger storms and other disasters fueled by rising global temperatures, The Washington Post said. Evan Halper, Timothy Puko and Sarah Kaplan report.

The agreement on a “loss and damage” fund has broken an impasse on one of the most contentious issues in the UN climate negotiations. The United States has long resisted the idea of ​​such payments, fearing unlimited liability for its role as the largest historical emitter of greenhouse gases.

Still, negotiators must spend the next year figuring out many of the details surrounding the fund, including who would contribute money and which countries could draw from it. Already one the debate broke out whether China – a developing country that has become the world’s largest annual emitter – should provide the same financial support as developed countries.

“We have the fund but we need the money to make it worthwhile,” mohamed adouexecutive director of the Nairobi-based think tank Power Shift Africa, said in a statement. “What we have is an empty bucket. Now we need to fill it so that support can be given to those most affected who are suffering right now because of the climate crisis.”

Review of the progress of the Paris agreement

At last year’s UN climate summit in Glasgow, Scotland, nations pledged to accelerate their efforts to reduce greenhouse gas emissions this year. But the COP27 agreement does not oblige countries to set stricter emissions reduction targets, despite pressure for greater ambition from the European Union and other nations.

US climate envoy John F. Kerrywho was sidelined in the final hours of the summit with covid-19, said in a statement that the deal leaves the world on track to warm by a dangerous 1.7 degrees Celsius (3 degrees Fahrenheit) above pre-industrial levels.

Under the Paris climate accord, which aimed to limit warming to a safer threshold of 1.5 degrees Celsius (2.7 degrees Fahrenheit), countries must commit to a “global stocktake” every five years to assess their collective progress towards this goal. The negotiators will have the crucial task of carrying out such an assessment at COP28.

“We need to work closely with the United Arab Emirates, which will host COP28, to ensure that the first global stocktake under the Paris Agreement delivers a meaningful outcome paving the way for even greater climate ambition in the years to come,” Kerry said.

Fighting for fossil fuels at a major oil producer

India had led a campaign for the COP27 agreement to call for the phasing out of all fossil fuels, including oil and gas. But the final text merely reiterated the language of the pact at the Glasgow summit calling for a “phasing out of coal”, disappointing many anti-fossil fuel campaigners.

Some diplomats are already gearing up to ensure that COP28 does more to accelerate the global transition to clean energy. But as one of the world’s largest oil producers, the UAE has made it clear it sees a continued role for oil and gas in the energy transition, potentially threatening that push.

The United Arab Emirates plans to “extract and export every molecule of fossil fuels” left in the ground, Karim Elgendyresearcher on environmental issues in the Middle East at the London-based think tank Chatham Housetold Le Climat 202.

At the same time, the UAE has set itself the goal of achieving net zero emissions by 2050 and has increasingly invested in nuclear power, green hydrogen and solar power, said Karen Youngprincipal researcher at Colombia Universityit is Center on Global Energy Policy.

“The UAE intends to be in the energy business in many forms for a long time,” Young told The Climate 202. “Oil is just the start.”

Senate Democrats call on Postal Service to fast-track electric vehicle projects

As the nation prepares for gift-giving season, Senate Democrats are calling on the US Postal Service to bolster its adoption of electric delivery trucks, which they say could simultaneously improve service on roads across the country and reduce global-warming emissions.

In a letter sent Monday morning, the senators urged the agency to commit to electrifying 95% of its delivery fleet, instead of 40% as planned, using the $3 billion it received from the Inflation Reduction Act for electric vehicles and related infrastructure.

“With funding from the Cut Inflation Act, the USPS should aim higher and strive to have at least 95% of an electric mail delivery fleet that will reduce dangerous gas emissions to greenhouse effect. [and] help usher in an era of ubiquitous clean automotive technology,” the senators wrote.

The letter was directed by Senator Edward J. Markey (Mass) and Senate Environment and Public Works Committee Chair Thomas R. Carper (Delete). Signatories include Meaning. Sheldon White House (RI), Jeff Merkel (Ore.), Elizabeth Warren (Mass.), Bernie Sanders (I-Vt.), Chris Van Hollen (MD) and Martin Heinrich (NM).

The push comes after the Postal Service pledged in July to electrify at least 40% of its new delivery fleet in response to lawsuits from 16 states, the District of Columbia and four environmental groups seeking to block the plan to The agency’s original purchase, which primarily involved gas-guzzling trucks.

The Postal Service did not immediately respond to a request for comment on the letter.

Twitter helps officials share information about climate disasters. What if he dies?

Government officials often rely on Twitter to quickly share information about extreme weather events with tens of millions of Americans. But the app’s future is now uncertain, with the site’s new owner, Elon Musk, laying off about half of the company’s employees and issuing an ultimatum that resulted in the departure of hundreds more, The post office Reis Thebault, Brianna Sacks and Mark Berman report.

A dozen local, state and federal officials across the country told the Post they’ve used Twitter to save lives during disasters made worse by climate change, such as raging wildfires and swooping hurricanes. intensified.

In Santa Barbara County, the fire department responded to two of the worst disasters in California history – the Thomas Fire and the deadly mudslides that followed. The agency uses a variety of methods to communicate with the public, including radio broadcasts and Facebook.

But Twitter is “our primary vehicle for delivering real-time coverage,” said Mike Eliason, one of the department’s information officers. “If Twitter goes bankrupt, we will have to rethink the way we deliver our urgent messages.”

As it becomes a major food exporter, the Netherlands is betting on clean technologies

The Netherlands has become a world leader in producing food with less impact on the planet, spearheading innovations focused on reducing water consumption as well as carbon and methane emissions, Laura Reley reports for La Poste.

Over the past two decades, the Dutch have made significant advances in advanced cell-grown meat, vertical farming and seed technology. The country has also dedicated nearly 24,000 acres — nearly twice the size of Manhattan — to crops grown in greenhouses that use far less land, fertilizer and water than traditional soil-based agriculture.

But there are challenges: Greenhouse energy costs are rising as Western Europe faces an energy crisis amid Russia’s war in Ukraine. Meanwhile, a conservative governing coalition promised this summer to halve nitrogen emissions by 2030, which would require a sharp reduction in the number of animals that can be raised in the country.

Alternate caption: Delegates wake up after dozing off during the COP27 closing plenary.

]]> DELEK US HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K) https://atlantic-storm.org/delek-us-holdings-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-an-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-stat/ Fri, 18 Nov 2022 21:05:12 +0000 https://atlantic-storm.org/delek-us-holdings-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-an-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-stat/

Item 1.01. Conclusion of a significant definitive agreement.

Amended and Restated Term Credit Agreement

On November 18, 2022 (the “Closing Date”), Delek US Holdings, Inc. (the “Company”) has entered into an amended and restated term credit agreement (the “amended and restated term credit agreement”) with Wells Fargo Bank, National Associationas administrative agent (the “Term Administrative Agent”), the Company, as borrower, and the lenders parties thereto, providing a senior secured term loan facility in the amount in initial principal of $950 million (the “Term Credit Facility”).

Term loans under the Term Credit Facility were fully borrowed on the closing date and were issued with an initial issue discount of 4%. Proceeds from the term credit facility, as well as proceeds from borrowing under the Company’s revolving credit facility (the “Revolving Credit Facility”) and cash were used to refinance the Company’s existing term loan. As a result of the refinancing effected under the Amended and Restated Term Credit Agreement, the Corporation’s outstanding term loans were reduced by an aggregate amount of approximately $300 million.

Interest rates applicable to borrowings under the term credit facility are based on a fluctuating interest rate measured as a function of either, at the option of the Company, (i) a base rate plus a applicable margin, or (ii) an adjusted term guaranteed interest rate Overnight Funding Rate (“SOFR”), plus an applicable margin. The applicable margin for borrowings under the Term Credit Facility is 2.5% per annum for base rate borrowings and 3.5% per annum for SOFR borrowings.

The Amended and Restated Term Credit Agreement requires the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 100% of the net cash proceeds of asset sales in the unusual course or other dispositions of property by the Company or any of the Restricted Subsidiaries and 100% of the net cash proceeds of certain insurance and condemnation events relating to the assets of the Company, subject to certain thresholds and reinvestment rights ; (ii) 100% of the net cash proceeds of the Company and its Restricted Subsidiaries from the issuance or subscription of debt securities for borrowed money not authorized under the Amended Term Credit Agreement and update ; and (iii) a variable percentage of excess cash flow, ranging from 50% to 0% depending on the Company’s consolidated secured net debt ratio from time to time. The Company may voluntarily prepay loans outstanding under the Company’s Term Credit Facility at any time, subject to customary “break” fees with respect to SOFR loans and subject to a 1.00% prepayment premium in connection with certain customary repricing events which may occur within six months. after the closing date.

Under the term credit facility, the Company is required to make scheduled quarterly principal installments of $2.375 millionthe balance of the principal being due on November 19, 2029.

Pursuant to certain guarantee and guarantee agreements, the obligations of the borrowers under the amended and restated term credit agreement are guaranteed by each of the direct and indirect, existing and future, wholly owned national subsidiaries, under subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, a Delaware limited partnership (“Delek MLP”), and Delek Logistics GP, LLCa Delaware Ltd. (“Delek MLP GP”), certain other publicly traded limited partnership affiliates of the Company which may be acquired in the future and each of their subsidiaries (collectively, the “MLP Subsidiaries”). Borrowings under the Amended and Restated Term Credit Agreement are also guaranteed by DK Canada Energy ULC, a British Columbia an unlimited liability company and a restricted subsidiary wholly owned by the Company.

The term credit facility is secured by a second lien on substantially all of the receivables, inventory, revolving identification numbers, instruments, intercompany loans receivable, deposit and securities accounts, related books and records and certain other personal property of the Company and each Guarantor, subject to certain customary exceptions (the “Revolving Priority Guarantee”), and a first lien on substantially all of the other assets of the Company and each guarantor, including all interests of any subsidiary owned by the Company or any guarantor (other than equity interests in certain MLP Subsidiaries, including Delek MLP and Delek MLP GP) and real estate owned by the Company and the Guarantors (these real estate assets and holdings, the “Term

————————————————– ——————————

Priority Security”), in each case subject to certain customary exceptions. The liens guaranteeing the Term Credit Facility are the subject of a creditors’ agreement between the Administrator Wells Fargo Bank, National Association, as administrative agent under the Revolving Credit Facility, and recognized by the Company and the subsidiary guarantors. Certain excluded assets will not be included in the Term Priority Guarantee and the Revolving Priority Guarantee.

The Amended and Restated Term Credit Agreement is subject to negative covenants which, among other things and subject to certain exceptions, limit the Company’s ability and the ability of its Restricted Subsidiaries to: (i) incur indebtedness or provide debt guarantees; (ii) incur liens; (iii) make investments, loans and acquisitions; (iv) merge, liquidate or dissolve; (v) sell assets, including the share capital of subsidiaries; (vi) pay dividends out of share capital or redeem, repurchase or withdraw share capital; (vii) alter the business of the Company; (viii) engage in transactions with Company affiliates; (ix) enter into agreements limiting dividends and distributions from subsidiaries; and (x) enter into certain hedging transactions.

The Amended and Restated Term Credit Agreement also contains certain representations and warranties, covenants and events of default (including, without limitation, an event of default upon a change of control, which the Company considers customary for facility of this type). If an event of default occurs and is not cured or waived, the lenders under the Amended and Restated Term Credit Agreement are entitled to take various actions, including accelerating amounts due under of the Amended and Restated Term Credit Agreement and all actions permitted to be taken by a Secured Creditor.

The Amended and Restated Term Credit Agreement provides that the Company has the right, at any time, to request additional Term Loans in an aggregate amount, together with the aggregate amount of Additional Equivalent Indebtedness (defined below). below) up to (1) the sum of greater of (A) $400.0 million and (B) 100% of EBITDA (as defined in the Amended and Restated Term Credit Agreement) for the four fiscal quarters ended immediately prior to that date for which internal financial statements are available, ( 2) the amount of any voluntary prepayment of any term loan, additional loan and certain indebtedness secured on a pari passu basis with the term credit facility and (3) any other amount so long as such amount at that time could be committed without the pro forma consolidated net leverage ratio exceeding 2.50 to 1.00. The Company may, at its option, incur certain indebtedness in the form of loans or notes secured on a pari passu or subordinated basis with the Term Credit Facility or unsecured or subordinated in lieu of incurring additional term loans (the “Equivalent Debt”) in an amount not exceeding the amount described above. The lenders under the Term Credit Facility are under no obligation to provide any such additional covenants or loans and any additional or increased covenants or loans are subject to certain customary conditions precedent.

The foregoing description of the Amended and Restated Term Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Term Credit Agreement, a copy of which is filed as Exhibit 10.1 herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The description of the Amended and Restated Term Credit Agreement provided above in Section 1.01 is incorporated by reference into this Section 2.03.

Section 9.01. Financial statements and supporting documents.



  (d) Exhibits.

Exhibit
  No.                                    Description

10.1*         Amended and Restated Term Loan Credit Agreement, dated as of
            November 18, 2022, by and among Delek US Holdings, Inc., as borrower,
            the lenders from time to time party thereto, Wells Fargo Bank,
            National Association, as administrative agent for each member of the
            Lender Group and the Bank Product Providers, the Subsidiaries of Delek
            US Holdings, Inc. from time to time party thereto, as guarantors,
            Wells Fargo Securities, LLC, MUFG Bank, Ltd., and BofA Securities
            Inc., each as a joint lead arranger and joint book runner, Mizuho
            Bank, Ltd., PNC Capital Markets LLC, Citizens Bank, N.A., Barclays
            Bank PLC and Truist Securities, Inc., each as senior co-managers.

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.


* Some annexes and similar attachments have been omitted. The Company undertakes

provide an additional copy of any appendix or attachment omitted from the

Security and Exchange Commission on demand.

————————————————– ——————————

© Edgar Online, source Previews

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Inheritance tax on gifts: essential rules for gifts | Personal finance | Finance https://atlantic-storm.org/inheritance-tax-on-gifts-essential-rules-for-gifts-personal-finance-finance/ Wed, 16 Nov 2022 17:18:21 +0000 https://atlantic-storm.org/inheritance-tax-on-gifts-essential-rules-for-gifts-personal-finance-finance/

Inheritance tax (IHT) is a tax payable on money, savings and any other assets that a person passes on upon death. However, while some lifetime donations are exempt, there are also key rules people must follow if they want to use the allowance.

Inheritance tax is levied on a person’s estate if the total value of the assets exceeds £325,000. This is the current tax exemption threshold for the 2022-23 financial year.

The estate figure is confirmed after adding the value of the person’s assets (cash, property, personal property and investments).

If the total value of the assets exceeds £325,000, a 40% tax is applied to the remainder of the estate. However, there are ways to increase this.

READ MORE: Triple lock on state pensions could be scrapped for ‘big savings’

What gifts can we give?

According to Max Sullivan, Wealth Planner at Kingswood, people can donate up to £3,000 per fiscal year (in total, not per beneficiary) and if people don’t use it in a fiscal year, any remaining allocation can be carried over to next year.

However, Mr Sullivan said: ‘If you do this, you must use all of your allowance in that tax year – you cannot accumulate multiple years of allowance and use it in one donation.’

Donations of up to £250 per person per financial year to any number of people are also exempt from tax.

Each parent of a bride or groom can donate up to £5,000; grandparents or other relatives can donate up to £2,500 and any benefactor can donate £1,000. Donations to registered charities and political parties are also exempt from IHT.

However, Mr. Sullivan offered advice that people should do if they hope to use tax-free donations to pass on their wealth.

He said, “Always, always, always keep track of all the freebies you give. A simple record of when you made the donation, what it was used for, and the amount should usually suffice.

Chancellor Jeremy Hunt will unveil the much-anticipated Autumn Statement on Thursday, and it is believed to touch on the IHT threshold – an area that has caused much controversy over the years.

Mr Sullivan continued: “It is likely that the Chancellor will see inheritance tax as a potential ‘cap’ on the public spending deficit.

“Most importantly, individuals should seek professional advice and guidance before considering gifts and/or estate tax planning. Inheritance tax affects the majority of UK individuals in one way or another.

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Continue or heal? Suspension of swap payments following an event of default may not be unlimited | Hogan Lovells https://atlantic-storm.org/continue-or-heal-suspension-of-swap-payments-following-an-event-of-default-may-not-be-unlimited-hogan-lovells/ Thu, 10 Nov 2022 05:46:32 +0000 https://atlantic-storm.org/continue-or-heal-suspension-of-swap-payments-following-an-event-of-default-may-not-be-unlimited-hogan-lovells/

Background

The decision of the High Court (The joint administrators of Lehman Brothers International (Europe) against FR Acquisitions Corporation (Europe) Ltd and JFB Firth Rixson Inc [2022] EWHC 2532 (Ch)) arose in the context of a dispute between the co-directors of Lehman Brothers International Europe (LBIE) and swap counterparties FR Acquisitions Corporation (Europe) Ltd and JFB Firth Rixson Inc. (together, Firth Rixson) relating to certain interest rate swaps. The affected swaps were governed by the ISDA Master Agreement of 1992 and the ISDA Master Agreement of 2002 (the ISDA Master Agreements), respectively, and were due to mature in December 2010. Following a significant decline in the floating interest rates payable by LBIE under each swap, LBIE, although under administration, had the right to receive a net payment from the counterparties, but no payments were made due to events of default on the part of LBIE.

Since the appointment of LBIE’s directors in September 2008, Firth Rixson has relied on Section 2(a)(iii) of the ISDA Master Agreements to suspend its payment obligations to LBIE. This provision subjects swap payments to the condition precedent that “no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing”. In 2012, the Court of Appeal ruled that so long as the event of default relating to LBIE continued, Firth Rixson would have no obligation to make payments under the swap agreements, but that the payment obligations would be “re-roll if the Default Event is cured”.

After a decade of administration of LBIE, the joint administrators sought to terminate their appointments under Section 79 of Schedule B1 of the Insolvency Act 1986 and return LBIE to the control of its administrators . In this case, LBIE argued that no Event of Default or Potential Event of Default would “continue” under the ISDA Master Agreements and that the suspension of payment obligations would cease. The concept of what constitutes a “Continue” The event of default is not addressed in the ISDA Master Agreement and so there has been uncertainty as to how it works in practice.

Event of Default

A number of Default Events had initially occurred with respect to LBIE:

  • Section 5(a)(i): Non-payment by LBIE of two amounts due under the sterling swap: it has been agreed that this Event of Default will no longer continue since the corresponding payment obligation has been fully discharged by the insolvency operation trigger.

  • Section 5(a)(vii)(2): “The party, any credit support provider of that party or any applicable specified entity of that party … becomes insolvent or is unable to pay its debts or fails or admits in writing its general inability to pay its debts as they become due.“: it was common ground between the parties that this Event of Default ceased to be “persistent”.

  • Section 5(a)(vii)(3): “The party, any credit support provider of that party or any applicable specified entity of that party … (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors.” (the “Scheme Event Of Default”): the Court examined whether the concordat concluded by LBIE within the framework of its administration (the “Scheme“) was an “arrangement” for the purposes of this provision and concluded that the scheme did not affect, much less adversely affect, the credit risk to which any creditor had accepted and that the scheme was and is not a “arrangement” entered into by LBIE “with or for the benefit of its creditors” within the meaning of Article 5(a)(vii)(3).

  • Section 5(a)(vii)(4): “The party … institutes or has instituted proceedings against it seeking an insolvency or bankruptcy judgment or other relief under any bankruptcy or insolvency law or any other similar law affecting the rights of creditors …” and Section 5(a)(vii)(6): “The party…requests or becomes subject to the appointment of an administrator, provisional liquidator, custodian, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets“: It is common ground that these Events of Default occurred with regard to LBIE due to the entry into administration of LBIE on September 15, 2008 and the appointment of the co-administrators of LBIE on the same date and continued at the date of the application to the Court, but where the dispute arose was whether these events of default would cease to be “continuing” if and when the appointments of the joint administrators of LBIE were terminated pursuant to paragraph 79 of Schedule B1 of the Insolvency Act 1986.

  • Section 5(a)(vii)(8): “The party…(8) causes or is subject to any event relating to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (included) “: Firth Rixson argued that the recognition of the aforementioned Scheme as a foreign proceeding under Chapter 15 of the U.S. Bankruptcy Code resulted in permanent and incurable events of default under Sections 5(a)(vii) )(4) and 5(a) )(vii)(8), which continue. The Court held that the Chapter 15 order was not a separate event of default and that, considered in context, Section 5(a)(vii)(4) should be limited to proceedings concerning distressed companies and that neither Chapter 15 nor the subsequent Chapter 15 order constituted an event of default if the plan had not

Carry on or Cure – the arguments

Firth Rixson asserted that the default events that occurred when LBIE came into operation have not, and cannot, be corrected and are therefore continuing. Concretely, since the transformation of the LBIE heritage into distributive administration, the administration has been “functionally equivalent” liquidation with realization of the assets and distribution of the proceeds in a significant and irretrievable manner. In this sense, events of default cannot be “cured” by the application of insolvency law by terminating the administration and to accept it as such would not be consistent with the meaning and the effect of the language used in the ISDA Master Agreements on the event having to be “continuing”.

With respect to the remaining default events other than the non-payment default event, LBIE argued that the term “continuing” indicates an ongoing process or a continuing situation. To decide whether an event of default continues, it is necessary to identify the process or state of affairs that constitutes the event of default and to decide whether that process or state of affairs continues to exist.

LBIE further argued that this is the only point that needs to be assessed in order to determine whether an Event of Default continues. Section 2(a)(iii) makes no reference to the continuing legal effects of an Event of Default, only to the continuation of the Event of Default itself. Where possible, deference should be given to the plain language of the clause in determining the relevant process or state of affairs. This is consistent with the requirement that the ISDA Master Agreement be interpreted, to the extent possible, in a reasonably foreseeable, objective and certain manner. For example, under Article 5(a)(vii)(4), the relevant process or state of affairs is a “proceed” below “insolvency law“.LBIE argued that it follows that when the insolvency proceedings end, the Default Event necessarily ceases to continue.

Sue or Cure – the conclusion

Judge Hildyard found that the insolvency events relating to “factual events or states of affairs” in the absence of any consideration of the effect of events on the Non-Defaulting Party. The appropriate test is therefore whether the situation which constituted the event of default continues and not whether the effects on the rights of creditors are continuous or irreversible. This means that, in the particular circumstances of LBIE, the termination of the appointment of the joint administrators will remedy the event of default currently existing under section 5(a)(vii)(4) and, as such, the Firth Rixson’s obligation to pay under the ISDA Master Agreements will cease to be suspended.

Looking forward

This judgment has significant ramifications for counterparties who have relied on the condition precedent set forth in Section 2(a)(iii) of the ISDA Master Documentation in relation to Lehman and other similar situations. When a defaulting party such as LBIE ceases to be in administration, positions that may have expired some time ago will need to be reviewed to assess whether a liability now arises, along with any applicable interest that has accrued on that amount. Each case will be specific to the facts and therefore the parties will need to both check the terms of their documentation and also have a detailed understanding of the situation with respect to the defaulting counterparty.

This decision is also likely to have implications for other funding documents and so the concept of whether or not a particular event will continue will need to be considered in a new light.

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Most Needed Post Incorporation Company Filings, Partnerships in Nigeria https://atlantic-storm.org/most-needed-post-incorporation-company-filings-partnerships-in-nigeria/ Sun, 06 Nov 2022 15:25:39 +0000 https://atlantic-storm.org/most-needed-post-incorporation-company-filings-partnerships-in-nigeria/

Post-incorporation company filings

After successful registration/establishment of a business, action usually needs to be taken by its management as part of its post-registration compliance requirements set by the Corporate Affairs Commission (CAC).

This article will examine a list of such mandatory post-incorporation filings that can result in penalties ranging from punitive fines imposed by the CAC to the removal of a failing company’s name from the CAC Companies Registry for non-compliance.

These deposits are as follows:-

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  1. Registration of increase in To share Capital :- Which must be evidenced by a company resolution.
  1. Company name change notice
  1. Registration of Charges :- Fees are loans contracted by a company which must be reflected in its accounting books and with the CAC. This comes with a charge of 0.35% on the value of the loan transaction imposed by the CAC.
  1. Notice of Voluntary Radiation :- This is simply voluntary liquidation by a company asking the CAC to remove its name from the companies register.
  1. Annual Come back Deposits :- This is a fundamental post incorporation filing which must first be taken care of by all companies in Nigeria in order to make all other filings. Failure to send annual returns to ACC will result in default charges for each year of default. Every company must submit an annual report to the CAC, except the year of incorporation / the 1st year of existence of a company.
  1. Re-sale :- This applies to companies whose name was originally removed from the Companies Registry and are applying to be re-registered.
  1. Same-day post-incorporation filings
  1. Notice of modification of the coordinates of a secretary and directors of the company.
  1. Extension of the deadlines for holding annual general meetings.
  1. Notice of Exemption :- This is for businesses that fall under the category of exempt businesses.
  1. Annual Reports of Foreign companies :- This is a mandatory post incorporation filing for all foreign companies in Nigeria.
  1. Change of company status to public limited company or unlimited liability (this must be done within 90 days)
  1. Performance of the shares of the company Allocation
  1. Notice of appointment/revocation of a company auditor.

Business Partnerships in Nigeria

Due to the Companies and Related Matters Act (CAMA) 2020, partnerships which were previously under the jurisdiction of laws of general application and partnership laws of various states of the Nigerian Federation, are now under the jurisdiction of the Corporate Affairs Commission (CAC) .

This article will discuss the general regulatory framework governing partnerships as business models in Nigeria currently, with a focus on:-

– What are partnerships?

– Types of partnerships in Nigeria.

– Liability coverage applicable to each type of partnership in Nigeria.

– The conditions for registering partnerships in Nigeria.

What is a Partnership?

A partnership is a legally binding alliance between 2 or more people directed towards the operations of a business on a basis of shared benefits and liability. This differs from companies that rely primarily on equity structures or guarantees.

Who companies are better adapted for partnerships in Nigeria?

Companies best suited for partnerships in Nigeria are usually professional services firms such as law firms, auditing and actuarial services firms or companies looking for a faster alternative to setting up establishment of a consortium structure.

What are the types of partnerships in Nigeria?

The types of partnerships in Nigeria are currently:-

  1. General Partnerships :- It is a partnership involving at least 2 partners agreeing to share the assets, profits and liabilities of the company.
  1. Limit Responsibility Partnerships (LLP) :- A partnership formed and incorporated as an entity separate from its member partners.
  1. Limit Partnerships :- These are partnerships with at least 1 general partner and one sponsor.

What are the registration terms for setting at the top a partnership in Nigeria?

The requirements for setting up a partnership are:-

– 2 proposed names of the partnership (for limited partnerships and LLPs, the words “Limited Partnership” or the abbreviations “LP” and “LLP” respectively must be appended to the end of each proposed name)

– A Professional and e-mail addresses for the partnership

– The personal information of all partners (telephone, email & date of birth)

– Means of identification valid for all partners.

– Identity photographs of partners.

– A signed partnership agreement.

How long Is this take at Register a Partnership with the Company Business Commission?

The partnership registration process takes a period of 1 week to 1 month to complete.

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Research: Rating Action: Moody’s assigns Aa2 to Marshalltown, IA’s GOULT bonds https://atlantic-storm.org/research-rating-action-moodys-assigns-aa2-to-marshalltown-ias-goult-bonds/ Mon, 31 Oct 2022 20:32:04 +0000 https://atlantic-storm.org/research-rating-action-moodys-assigns-aa2-to-marshalltown-ias-goult-bonds/
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Call center workers can request overtime to start up computers https://atlantic-storm.org/call-center-workers-can-request-overtime-to-start-up-computers/ Tue, 25 Oct 2022 11:16:00 +0000 https://atlantic-storm.org/call-center-workers-can-request-overtime-to-start-up-computers/
  • 9th Circuit revives FLSA overtime action against Customer Connexx, JanOne
  • Computer activation was an ‘indispensable’ part of the job, panel says

(Reuters) – Call center workers who communicated with customers exclusively by computer can claim overtime for time they spent starting company machines at the start of their shift, and to sign off and stop at the end, a federal court appeal held Monday.

The 9th United States Circuit Court of Appeals has revived the lawsuit against Customer Connexx LLC and its parent company, Las Vegas-based biotech JanOne Inc, under the federal Fair Labor Standards Act (FLSA ).

A lower court judge had ruled for the companies last year, calling computer login procedures the “electronic equivalent” of queuing to clock in, which is not compensable in under the FLSA.

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At the request of the US Department of Labor, which filed an amicus brief in the case, the 9th Circuit instead focused on the fact that the computer system contained “the telephone program, scripts, customer information and the messaging programs” workers needed. to use at work.

“Here, employees’ tasks cannot be performed without turning on and starting their work computers, and it is necessary to have a functioning computer before employees can receive calls and schedule appointments,” wrote Circuit Judge Jay Bybee for the three-judge panel. “As a result, turning on the computers is an integral and indispensable part of the employees’ duties,” and therefore compensable under the FLSA.

The 9th Circuit remanded the case to the U.S. District Court in Las Vegas to determine whether the time spent waiting for the machine to shut down is also compensable and to address the companies’ other defenses to liability.

Lawyers for the Jackson Lewis companies did not immediately respond to requests for comment on Monday.

Leah Jones of Thierman Buck, a lawyer for the workers, said they were eager to argue the case on remand.

Monday’s ruling “clarifies that employers must pay employees for tasks that their employees are required to do and must do in order to perform their duties,” Jones said in an email. “Certainly, no employee should have to provide their labor to an employer without receiving an appropriate wage.”

His clients alleged that, depending on the machine an employee was drawing on any given day at the Nevada call center, the start/login and logout/shutdown processes could add up to half an hour to their workday. .

In a footnote, the 9th Circuit warned it offered “no opinion” on whether the startup “would be compensable under the FLSA if the callers worked remotely or used their home computers. to perform these tasks”.

The case is Cariene Cadena and Andrew Gonzales, on behalf of themselves and all others in the same situation against Customer Connexx; JanOne Inc., et al., 9th US Circuit Court of Appeals, No. 21-16522.

For the workers: Joshua Buck, Mark Thierman and Leah Jones of Thierman Buck

For Connexx and JanOne customers: Veronica Hunter and Paul Trimmer of Jackson Lewis

For the United States Department of Labor: Frances Ma, Office of the Solicitor, Department of Labor

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MoneyMaster will disrupt payments and remittances with 100,000 agents https://atlantic-storm.org/moneymaster-will-disrupt-payments-and-remittances-with-100000-agents/ Sat, 22 Oct 2022 12:55:15 +0000 https://atlantic-storm.org/moneymaster-will-disrupt-payments-and-remittances-with-100000-agents/

MoneyMaster PSB Limited, newly licensed by the Central Bank of Nigeria (CBN) to drive financial inclusion and connect millions of unbanked people to the formal sector, said it will disrupt digital payments and remittances with 100 000 agents in the country.

The service would facilitate payment and remittance services in Nigeria, accept deposits from individuals and small businesses, issue debit and prepaid cards, operate e-wallets, conduct inbound remittances and perform other services in accordance with CBN regulations.

According to Enhancing Financial Innovation & Access (EFInA), there are still around 59 million unbanked Nigerian adults. To address this, the CBN had in 2012 developed the National Financial Inclusion Strategy (NFIS) to ensure that over 80% of bankable adults in Nigeria have access to financial services by 2020.

On October 26, 2018, the CBN issued the Guidelines for the Regulation and Operation of Payment Service Banks in Nigeria, which was revised on August 27, 2020. MoneyMaster Payment Service Bank Limited was registered on September 27, 2019 as a limited liability company. and licensed by the CBN in 2020 as a digital bank providing financial inclusion services.

Recent data released by the Nigeria Inter-Bank Settlement System (NIBSS) revealed that Nigeria had around 133.5 million bank accounts as of December 2021. Only 54 million of this figure had a full Bank Verification Number (BVN) as of April 10, 2022, creating a gaping $79 million gap that PSBs like MoneyMaster could fill by bringing the unbanked and underbanked into the financial services ecosystem.

Speaking on the company’s plans, the head of the company, Glo, Zakari Usman said, “Our overarching business objective remains to empower Nigerians by providing unlimited opportunities. MoneyMaster extends this goal by targeting the unbanked and underbanked with G-Kala, its flagship product, to deepen financial inclusion in Nigeria.

Similarly, in another presentation, Head of Products and Marketing, Esaie Diei, said MoneyMaster PSB will leverage Globacom’s nationwide coverage and extensive agent footprint in rural and urban areas to achieve its rollout. planned mass. He added that all a customer needs to do to open an account is dial *995# and then follow the instructions from a Glo line or any other telecommunications network, as MoneyMaster PSB is network independent.

Glo added that just as it revolutionized the telecommunications industry with the latest technologies and unique products when it was rolled out 19 years ago, MoneyMaster PSB is poised to redefine the banking landscape of payment and banking services. deepening financial inclusion in Nigeria.

According to the mobile network operator, “A key feature of MoneyMaster’s G-kala product is that the customer’s phone number will be used as the account number,” the statement continued. “We are grateful to the CBN for the opportunity to deepen financial inclusion in Nigeria using our advanced technology and vast network.”

In line with the CBN agenda, MoneyMaster PSB outlined its plans for those outside the city centers noting that it will build on Globacom’s pan-Nigerian spread and ubiquitous agent footprint in the areas. rural and urban as it begins its massive deployment. .

He also noted that he will leverage the power of cutting-edge, innovative technology he is known for to drive adoption of his flagship product G-Kala, which is network-agnostic and designed according to the Know-Your – CBN multi-level customer. terms.

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Tesla seeks full new trial in factory worker’s racial bias lawsuit https://atlantic-storm.org/tesla-seeks-full-new-trial-in-factory-workers-racial-bias-lawsuit/ Mon, 17 Oct 2022 18:16:00 +0000 https://atlantic-storm.org/tesla-seeks-full-new-trial-in-factory-workers-racial-bias-lawsuit/
  • Worker must prove liability before seeking damages, Tesla says
  • Judge said jury award of $137 million was excessive
  • The plaintiff opted for a new trial for damages rather than reduced compensation

Oct 17 (Reuters) – Tesla Inc has asked a California federal judge who overturned a $137 million jury verdict in a factory worker’s racial discrimination case to order an all-new trial, arguing that pursuing a narrower trial solely on the issue of damages would be unconstitutional.

Tesla lawyers in a Friday filing in federal court in San Francisco said jurors could not determine how much the company should pay the worker, Owen Diaz, without first hearing all the evidence of the alleged harassment to which he had been confronted at the company’s flagship meeting in Fremont, California. plant.

Telling the jury that Tesla has already been convicted of condoning discrimination would skew the case in Diaz’s favor, violating Tesla’s right to a fair jury trial under the Seventh Amendment to the U.S. Constitution, the company said. .

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U.S. District Judge William Orrick is scheduled to hold a hearing on Tesla’s motion on Dec. 7. The lawsuit for damages is scheduled for March.

Attorneys for Tesla and Diaz did not immediately respond to requests for comment on Monday.

Diaz, in a 2017 lawsuit, said other employees used racial slurs and scrawled swastikas and slurs on the walls of the factory’s bathrooms. He also said a supervisor drew a racist cartoon near his workstation.

Last year, a jury awarded Diaz $137 million, one of the largest verdicts ever in a discrimination case involving a single worker. Orrick said in April that the evidence amply supported the jury’s finding that Tesla was liable for discrimination, but the price was excessive and lowered it to $15 million.

Diaz’s attorneys said the lower award was unfair and opted for a new lawsuit for damages.

Tesla said Friday that the issues of liability and damages are “inextricably linked” and that Diaz must start from scratch with a full new trial.

“Liability and damages here all rest on exactly the same thing: the alleged extent, degree and magnitude of the racial slurs and symbols Mr. Diaz encountered at the Fremont plant,” wrote Tesla lawyers.

Tesla is facing a series of lawsuits involving widespread racial discrimination and sexual harassment at the Fremont plant, including one brought by a California civil rights agency.

Last month, the company filed a countersuit against the agency, saying it filed the lawsuit without following the procedures required by state law.

The case is Diaz v Tesla Inc et al, US District Court, Northern District of California, No. 17-06748.

For Diaz: Lawrence Organ of California Civil Rights Law Group; Michael Rubin of Altshuler Berzon; J. Bernard Alexander of Alexander Morrison & Fehr

For Tesla: Kathleen Sullivan of Quinn Emanuel Urquhart & Sullivan

Read more:

Judge finds Tesla liable to former black worker who alleged bias, but cuts payments

Judge orders new trial in Tesla worker’s racial bias lawsuit

Tesla employee rejects $15 million payout in racial bias lawsuit

Tesla counter-suing California agency behind racial bias lawsuit

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Our standards: The Thomson Reuters Trust Principles.

Daniel Wiessner

Thomson Reuters

Dan Wiessner (@danwiessner) reports on labor and employment and immigration law, including litigation and policy development. He can be contacted at daniel.wiessner@thomsonreuters.com.

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Law firm BakerHostetler says ex-partner paralyzed after biking accident no longer owed https://atlantic-storm.org/law-firm-bakerhostetler-says-ex-partner-paralyzed-after-biking-accident-no-longer-owed/ Wed, 12 Oct 2022 18:59:00 +0000 https://atlantic-storm.org/law-firm-bakerhostetler-says-ex-partner-paralyzed-after-biking-accident-no-longer-owed/

  • Firm says Melvin Schwechter’s $1m settlement is ‘full and final’
  • Schwechter’s attorney says the edit is allowed

(Reuters) – U.S. law firm Baker & Hostetler is fighting a former partner’s efforts to seek additional disability compensation following a biking accident at a firm-sponsored event in 2017 that left him left in a quadriplegic state.

An attorney representing former BakerHostetler partner Melvin Schwechter in a hearing on Wednesday urged the District of Columbia Court of Appeals to let his client vary a 2020 $1.05 million lump sum settlement to cover future medical expenses that were not previously included. The law firm, which has not admitted liability under the settlement, and its insurer are defending against the appeal.

The appeals court’s three-judge panel peppered both sides with questions for an hour as the court considered whether the terms of Schwechter’s compensation settlement and relevant District of Columbia laws left open a window of change.

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“Why would anyone settle? Why would you give a lump sum settlement if within a year someone could come back and say, ‘Thank you so much for the lump sum, but I need more’ “, asked the judge Catharine Easterly during the hearing.

Easterly and panel judges Roy McLeese III and John Howard III questioned whether the DC agency that rejected Schwechter’s change offer last year looked closely at the terms of his settlement before ruling against him. .

Schwechter had led BakerHostetler’s international trade and compliance practice since arriving there in 2012 as a non-participating partner in the firm of Dewey & LeBoeuf.

He crashed his bike on a rainy Saturday in May 2017 the weekend of a BakerHostetler partner retreat in the DC metro area.

His condition has since deteriorated, Schwechter’s attorney Adrian Gucovschi said. Schwechter is only awake for a few hours a day, his attorney said, and he cannot walk on his own.

“It’s extremely tragic what happened,” Gucovschi said in an interview after Wednesday’s hearing. “It’s also heartbreaking that the law firm, a very reputable law firm, has decided not to indemnify one of its associates.”

On Wednesday, representatives for BakerHostetler, a Cleveland-based company with 1,000 attorneys, did not immediately respond to messages seeking comment.

Naureen Weissman of Franklin & Prokopik, who has argued for BakerHostetler and Pacific Indemnity Co, also did not immediately respond to a similar message.

“This contract that we are here today specifically stated that it released the liability of the employer,” Weissman told the appeals court judges.

She argued that the wording of Schwechter’s settlement was “very, very clear” that BakerHostetler and its insurer were not liable for past or future medical treatment.

“If there is no finality, then there is no point in a full and final settlement,” Weissman said in court.

The case is Melvin Schwechter v. District of Columbia Department of Employment Services, DC Court of Appeals, No. 22-AA-7.

For the petitioner: Adrian Gucovschi of Gucovschi Rozenshteyn

For the intervener Baker & Hostetler and Pacific Indemnity Co: Naureen Weissman of Franklin & Prokopik

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