Unlimited liability – Atlantic Storm http://atlantic-storm.org/ Tue, 21 Sep 2021 18:04:04 +0000 en-US hourly 1 https://wordpress.org/?v=5.8 https://atlantic-storm.org/wp-content/uploads/2021/05/cropped-icon-32x32.png Unlimited liability – Atlantic Storm http://atlantic-storm.org/ 32 32 Further advice from the court on the applicability of damages | King and Spalding https://atlantic-storm.org/further-advice-from-the-court-on-the-applicability-of-damages-king-and-spalding/ https://atlantic-storm.org/further-advice-from-the-court-on-the-applicability-of-damages-king-and-spalding/#respond Tue, 21 Sep 2021 18:04:04 +0000 https://atlantic-storm.org/further-advice-from-the-court-on-the-applicability-of-damages-king-and-spalding/

Shortly after the long-awaited Supreme Court ruling on how termination damages works, the English courts delivered another important judgment on how damages work, this time in a takeover case. or early possession of the work by the employer.

Early take-over or possession provisions are common in construction contracts, providing flexibility to employers by allowing early use of a portion of completed work. However, the interplay between repossession clauses and damages (“DL”) clauses is often overlooked when drafting construction contracts, resulting in disputes over what happens to the agreed rate of LDs. when part of the work is taken care of in advance and is therefore deemed to be completed. Do GLs become a penalty, which is null and unenforceable? If they become a penalty, does the limit on the maximum level of LD payable also drop, exposing the entrepreneur to much higher, if not potentially unlimited, liability in the event of delay?

The position of English law on these questions has been examined in detail by the Technology and Construction Court in Eco World – Ballymore Embassy Gardens Company Limited (“EWB”) v Dobler UK Limited (“Dobler”) [2021] EWHC 2207 (TCC). In its decision, the Technology and Construction Court held that there was no general principle in English law that the LD provisions automatically became inapplicable when part of the work is taken over by the employer and there is no There is no corresponding reduction in the level of payable LDs. The applicability of the LD provisions depends on the correct interpretation of the terms of each contract; and in the case of the contract between EWB and Dobler, the LD provisions were not a sanction and were enforceable even after an early takeover.

While the court stressed that its ruling was based on the particular wording of the contract between ISF and Dobler, it nonetheless serves as a broader reminder that English courts will not easily find LD provisions null and unenforceable. It also highlights the will of the English courts to give effect to the parties’ bargain and not to hinder their freedom to agree on commercial terms.


The underlying litigation concerned the delay in the design, supply and installation of facade and glazing work on an apartment building in London.

Under the contract (which was based on the JCT 2011 Construction Management Trade Contract form) and a subsequent amendment act, Dobler was required to complete substantially all of the work by April 30, 2018. If not not, he would be liable for LD of £ zero per week for the first 4 weeks of delay, then £ 25,000 for each additional week of delay, up to a maximum of 7% of the final contract price. The contract also enabled ISF to take over part of the works before their practical completion.

The works were delayed and on June 15, 2018, ISF took over the apartment blocks that had been completed, in order to mitigate its losses. The practical completion of all the works was finally completed on December 20, 2018.

After completion of the work, the parties went through three adjudications for amounts owed to or from Dobler, including Dobler’s liability for LDs. During the auctions, it became evident that ISF might be able to recover much higher damages for delay if the LD provisions of the contract (including the upper limit of these LDs) were unenforceable. ISF therefore initiated proceedings before the Technology and Construction Tribunal, arguing that:

  1. LD provisions are null and / or inapplicable, because the contract did not provide for a reduction in LD following the partial resumption of work by ISF and LD therefore became a penalty; and
  2. ISF is entitled to general damages for delay and these damages are not limited to a maximum of 7% of the final contract price, as the ceiling only applies to contractual LDs.

The court’s decision

Are the LDs null and void when the employer takes over part of the work?

The court said there was no “Inflexible rule of law” in English law that the LD provisions will never be applicable when part of the work is taken over by the employer without a corresponding reduction in the LD to be paid. The validity of LD provisions after partial possession or repossession by the employer depends on the precise wording of the contract.

The court ruled that the LD provisions of the contract between ISF and Dobler were clear, certain and applicable even after the partial takeover by ISF, and were not extravagant, exorbitant or unreasonable to the point of making them null or unenforceable, for the following reasons:

  1. The LD provisions were negotiated by the parties with the assistance of outside counsel.
  2. ISF had a legitimate interest in enforcing Dobler’s obligation to complete all work on time, as the delay would likely affect fit-up and finishing work by other contractors, ISF would expose to the liability of the LDs towards the local authority acquiring some of the apartments and would result in loss of buyers for the other apartments.
  3. Quantifying the damage suffered by ISF would have been difficult, a difficulty which was avoided by the parties by fixing the rate of LD in the contract.
  4. The level of LD agreed in the contract was neither unreasonable nor disproportionate to the probable losses suffered by ISF due to the late completion of blocks which were not taken care of in advance.

In his judgment, O’Farrell J also said that although the terms of the contract gave ISF the discretion to collect LDs at a rate of less than £ 25,000 per week, there was no need to imply a condition. that ISF should exercise this discretion. “In a rational or reasonable manner”. EWB had an express absolute contractual right to receive LDs at the rate of £ 25,000 per week and was entitled to exercise that right as it saw fit.

Does the DL limit apply to general damages for delay?

The court recognized that it did not need to consider whether general damages would be capped at 7% of the final contract price, since it held that damages (rather than general damages ) were due. However, O’Farrell J still decided to offer some perspectives on this frequently contested issue.

Once again, the court emphasized that, in accordance with general principles of interpretation of English law, each clause fixing the maximum level of LD payable should be interpreted as such. Whether such a limit would also apply to general damages for delay would depend on the correct interpretation of each particular contract.

In this case, the court ruled that the cap would apply to general damages if the provisions of the CA were void or inapplicable because it was a penalty. Indeed, based on an objective understanding of the parties’ trade agreement, the LD provisions of the contract between ISF and Dobler served two purposes: to quantify automatic liability for damages in the event of delay and to limit Dobler’s overall liability. in case of delay. If the first part of the LD provisions were null or inapplicable, the second part containing an express limitation of liability to 7% of the contract price would remain valid and would continue to apply.

Discussion and key takeaways

There is no doubt that the judgment of Eco World – Ballymore Embassy Gardens Company Limited v Dobler UK Limited is important because it addresses two issues over which the English courts have limited authority despite the fact that they arise quite frequently in litigation. Although the court stressed that its ruling was based on the particular wording of the contract between ISF and Dobler, it is likely that it will have a broader impact and influence on employers and contractors.

It serves as a useful reminder of the attitude of the courts towards LD provisions, confirming that it is difficult to argue in English law that LDs are a penalty and therefore void and unenforceable. It also highlights the willingness of the courts to give effect to the parties’ agreement and not to hinder their freedom to agree on commercial terms and to spread the risks in their commercial transactions, especially when the terms have been negotiated and agreed with. the assistance of external lawyers.

In addition, and together with the previous Supreme Court ruling in Triple point, the decision recognizes the importance of certainty when addressing the risk and consequences of project delay. By applying the LD provisions, the courts provide an employer with certainty of how much he will recover (without having to spend time and money proving his losses) and the entrepreneur with certainty of his exposure to harm. damages in the event of project delay.

In addition, the judgment serves as an important reminder that the parties must, at all times, draft their contract in a way that clearly corresponds to their intentions. In the context of a project delay, it makes sense to pay particular attention to the level of LDs, the limits of their recovery, the requirement or preference for partial completion, the need for possession or early assumption of responsibility and the impact of this assumption of the obligations of the contractor and the applicability of the LD provisions.

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Why companies choose different structures https://atlantic-storm.org/why-companies-choose-different-structures/ https://atlantic-storm.org/why-companies-choose-different-structures/#respond Mon, 20 Sep 2021 21:36:42 +0000 https://atlantic-storm.org/why-companies-choose-different-structures/
(Photo: Feodora / stock.adobe.com)

You are not selling in a flea market environment. Neither does your client. If you did, you and the business would be considered the same entity. If you sold someone a used cappuccino maker and it exploded, they would personally sue you in court. For this reason, business people take deliberate steps to separate their personal finances from their business activities as a means of personal protection. What structures do they use?

First, you need to understand that the government has a vested interest in being your sponsor. You take the risks and they take a share of the profits generated by your business. They give you plenty of opportunities to recycle money to grow the business, but they expect their share of your profits. It keeps the accountants in business. All businesses need good accountants.

The company structure is the most obvious form of organization. Almost all of the large listed companies that you can name are organized this way. A major problem with this structure is the concept of double taxation. Suppose the business earns money after paying its expenses. This profit is taxed by the government. The tax rate is 21% (1) But the money is still held within the company. It leaves the company and passes into the hands of the shareholder through the payment of dividends. These are taxed as income on the individual’s tax return. This is what is meant by double taxation. The structure of the company, although complex and expensive, can allow the company to provide various benefits to its employees.

The most important benefit of this corporate structure (and others) is the corporate veil or personal liability protection.

The limit partnership structure is a way for a few people to do business together. Often there is a general partner and limited liability partners. From the headlines you can see that one has unlimited liability and the others do not. a more familiar term is limited liability company Where LLP structure. In this case, all partners have the same level of personal protection.

You heard the expression Limited liability company Where SARL before. Its structure is similar to that of the LLP above. One of the main advantages of this structure is to avoid double taxation. The profits of the business are distributed directly to the partners or owners, who are then taxed at their level of income tax.

You have also heard of Body S, which offer some of the advantages of the corporate structure along with the advantages of the partnership structure. The profits of the business (losses too) are transferred directly to the owner, who pays taxes at his individual rate.

The last structure we will look at is the Individual business. This is where you are the business and vice versa. There is no corporate veil between your professional life and your personal life. In this situation, the profits are taxed as personal income.

The advantage of the corporate veil

No one wants to be held personally responsible if it can be avoided. For this reason, companies are often configured as an arm’s length relationship. If the business fails, under ideal circumstances, you don’t want to be held responsible for its debts. In reality, a bank lending to a new business will want your personal collateral before putting their money at risk. Butr for big problems, the structure offers protection.

But you have to walk the promenade and speak the conversation. The out-of-pocket flea market vendor cannot claim that this was a separate company that sold the exploding cappuccino maker.

  1. Incorporation. The company must be formally established, structured and registered with the State.
  2. Deposits. The business must file income tax returns and other documents separately from your personal returns.
  3. Bank accounts. The business needs separate accounts from your personal accounts.
  4. Credit line. It is difficult to lend the business your own money whenever it is needed. You want the business to have the ability to borrow when needed for short periods.
  5. Credit card. You will have expenses related to the business. These should also be at arm’s length.
  6. Expenses. There will be times when you will be spending personal money on business expenses. One example is the use of your own car to get to the airport. You must document reimbursable expenses.
  7. Telephone. If your business is made up of two separate entities, you also need a phone number for the business entity.

It is important to understand these structures if you are starting your own business. It’s important to understand why your small business clients choose the structures they choose. Either way, if you want to be in business, you need a good accountant.

Bryce sanders is President of Perceptive Business Solutions Inc. He provides training on HNW client acquisition for the financial services industry. His book “Captivating the Wealthy Investor” is available on Amazon.


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A look at options for structuring small businesses: South Florida Caribbean News https://atlantic-storm.org/a-look-at-options-for-structuring-small-businesses-south-florida-caribbean-news/ https://atlantic-storm.org/a-look-at-options-for-structuring-small-businesses-south-florida-caribbean-news/#respond Mon, 20 Sep 2021 16:17:48 +0000 https://atlantic-storm.org/a-look-at-options-for-structuring-small-businesses-south-florida-caribbean-news/

There are many reasons to start a business. They include personal independence and growth, the ability to choose more flexible work hours and locations, and more options for engaging in what you love. Whatever your reasons and goals, it is essential to understand the different types of businesses before starting one. This article will review some of the common forms of small business structure and the factors that go into choosing a form of business organization for your startup.

Individual business

Sole proprietorship is the simplest form of doing business – any natural person with the right to do so can assume this status without any formalities. The business owner is personally responsible for all debts incurred, whether related to the business or not.

Advantages: It offers unlimited liability to its owners. No formalities are required to start a business in this category, making it easy and convenient for small businesses. Sole proprietorships do not need to file annual reports or hold annual meetings of shareholders since there is only one member. It also simplifies record keeping and reduces expenses.

Sole proprietorships are also easy to dissolve. If the business fails, the owners could simply stop the business and go out of business; they do not need to formally liquidate their assets or cease operations.

Cons: Individual business owners are personally liable for all debts owed by their businesses. Plus, profits flow directly into tax returns, which means sole proprietorships are not ideal for tax planning.

This form of business structure does not allow for expansion outside the personal capabilities of the owner, and since there is no distinction between individual and business ownership, it can be very difficult to lift. outside capital or to sell assets in an emergency.

Limited Liability Company (LLC)

A limited liability company, or LLC, is a good option for any small business owner who wants some level of financial protection without having to spend time learning complicated legal procedures. People at Sleek Tech Pte Ltd recommend employing a specialized firm to assist with incorporation. Most importantly, LLCs protect their owners from personal liability for debts incurred by the business, while allowing one or more of its members to serve as managers.

Benefits: LLCs offer limited liability protection which makes them a great choice for small businesses with little capital. This form of organization also involves fewer formalities related to its creation and operation. It is relatively easy to set up an LLC.

Cons: The biggest limitation of an LLC is that unless you decide otherwise, this type of business has no difference between the owner’s personal property and their business assets. This means that it can be difficult to raise outside capital or sell excess assets during a crisis.

Benefit sharing scheme / Partnership

This type of business structure provides many of the benefits of a corporation without the paperwork and accounting requirements that come with it. In this arrangement, both partners register but do not need to file additional documents at the federal level. This type of business is also easy and inexpensive to start.

Pros: This option gives small business owners full control over the assets and finances of their business and few limitations when it comes to tax planning, as the profits can be easily channeled to the accounts of different businesses for better purposes. management.

Cons: Profit sharing plans do not protect against personal liability and do not protect owners from legal actions brought against the company. This type of business also does not protect its owners against debts incurred while their other businesses are still in operation.

Limited Liability Company (LLP)

This form of small business ownership provides all the benefits of a limited liability company while protecting its members from personal liability should something go wrong. Like LLCs, it has no formalities required to register or operate, making it an attractive option for anyone who wants legal protection without much hassle.

Pros: An LLP is almost identical to an LLC in terms of structure and limitations, with one major exception: each partner enjoys a certain level of personal liability protection since they can claim the debts of the company on their own. taxes. Small business owners looking to sell company surplus assets will also find the LLP slightly more advantageous since profits can be transferred freely between members, whereas in LLCs this could be subject to tax.

Cons: An LLP only offers liability protection to registered members and not to the company itself, which means that any debt incurred by the company could personally affect all partners. Each partner is required to pay taxes for their share of the profits and losses. Selling surplus assets can therefore become a confusing process.

6 easy ways to take your business to the next level

Considering the limited time and resources of many small business owners, there is not much room for error. The best way to ensure that your business is healthy in all areas is to choose a structure that both offers protection against individual liability while ensuring that you are not faced with costs or costs. to unforeseen obstacles when it comes time to sell surplus assets if an emergency arises.

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What can you do with your Super Coins on Flipkart? https://atlantic-storm.org/what-can-you-do-with-your-super-coins-on-flipkart/ https://atlantic-storm.org/what-can-you-do-with-your-super-coins-on-flipkart/#respond Mon, 20 Sep 2021 07:32:14 +0000 https://atlantic-storm.org/what-can-you-do-with-your-super-coins-on-flipkart/

Flipkart Plus Quiz is the latest quiz in the Flipkart app. At the start of Flipkart Big Billion Days, the e-commerce giant is launching new quizzes, games, contests and more. Flipkart Plus Quiz is available on the Flipkart mobile app and can be played by anyone with a valid Flipkart user account.

Read also: Flipkart Power Play with Champions Quiz answers today

Flipkart Plus Quiz is accessible from the Game Zone section of the Flipkart app. Using the quiz, Flipkart tests your knowledge of Flipkart and your knowledge of great Flipkart coins, the Flipkart Plus service and more. It also joins new quizzes and contests on the platform such as Flipkart POCO X3 Pro quiz, Flipkart September Challenge and others. By participating in the Flipkart Plus Quiz, all participants have a chance to win supercoins and discount coupons. Click here to see all the quizzes running on Flipkart right now.

Flipkart Plus Quiz answers today

  • Answer 1: All of the above
  • Answer 2: Unlimited Free Shipping for Plus Customers !!!
  • Answer 3: Flipkart Plus Zone

Want to receive alerts when a new quiz is posted, along with the answers? Follow us on Telegram for timely updates

Flipkart Plus Quiz Questions and Answers

Question1: What can you do with your Super Coins on Flipkart?

Answer: All of the above

Question 2: How many times can Plus members get free shipping with their Plus membership?

Answer: Unlimited Free Shipping for Plus Customers !!!

Question 3: Where can I see the details and benefits of joining Flipkart Plus?

Answer: Flipkart Plus Zone

How do I find Flipkart Plus Quiz on Flipkart?

The Flipkart Plus Quiz is a nice addition to the Game Zone section of the app which tests your knowledge of the Flipkart loyalty program. The quiz can be found in the Game Zone section of the Flipkart app. Once you are in the Game Zone, scroll to the quiz section and tap on the Flipkart Plus Quiz banner to take the quiz.

Flipkart Plus quiz: what is the quiz?

Flipkart Plus Quiz appears to be a silent addition to the Game Zone section of the ecommerce platform. The Indian e-commerce owned by Walmart used to run a daily quiz called Flipkart Daily Trivia through the Game Zone section of the app. However, he hasn’t updated this particularly in recent days. It looks like the Flipkart Plus Quiz is an unofficial add-on for this particular daily quiz and with that, Flipkart is aiming for a clear goal: more membership.

As the name makes clear, the Flipkart Plus Quiz is essentially a contest designed for membership in Flipkart Plus. For those who don’t know, Flipkart Plus membership is a loyalty program that provides members with additional perks such as free shipping, early-sale events, and 2x SuperCoins when shopping on Flipkart. It also offers priority customer support and Flipkart Pay Later benefits. It only costs 200 SuperCoins to join the Flipkart Plus membership program.

With subscription becoming the most common thing among apps, Flipkart doesn’t want to be left behind. While Plus membership is not a direct challenge to Amazon Prime membership, it does have its own benefits. With Plus membership, Flipkart customers receive 4 SuperCoins out of every Rs 100 spent and get a maximum of 100 SuperCoins from a single order. As you accumulate SuperCoins, your Plus membership will automatically renew when you reach 200 SuperCoins.

With so much to do, membership in Flipkart Plus still seems to be in its infancy. So, in order to educate more people about Flipkart Plus, the e-commerce platform relies on quizzes. The Flipkart Plus Quiz aims to test your knowledge of this membership with three easy-to-answer questions. The idea here is to ask yourself questions that not only test your knowledge, but also highlight the main features of the membership program.

Flipkart Plus quiz: rewards for participating

  • SuperCoins
  • Coupons

Flipkart Plus quiz: how to participate?

  • Download the Flipkart app from the App Store or Google Play Store.
  • Once installed, log into the app using your existing account.
  • If you don’t have a Flipkart account, it’s easy to create one with your cell phone number.
  • After signing in, click on the hamburger style button at the bottom center of the app.
  • Go to the Game Zone section.
  • Scroll down to find the Flipkart Plus quiz.
  • Click on “Start Poll” to access the quiz.
  • Correctly answer all questions to receive the reward.

Flipkart Plus quiz: terms and conditions

  1. Flipkart notes that it will not be held responsible for any loss, injury or other liability resulting from the participation of any person in this contest.
  2. During the validity of this contest, Flipkart will not receive any correspondence.
  3. Flipkart does not endorse products sold on the platform.
  4. The contest will be subject to the Income Tax Act 1961 and all disbursements will be subject to TDS, if applicable.
  5. Participants also agree to indemnify and protect Flipkart or the sellers against all damages, liabilities, costs, expenses, claims, lawsuits and proceedings.
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CORVUS GOLD INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K) https://atlantic-storm.org/corvus-gold-inc-conclusion-of-a-material-definitive-agreement-creation-of-a-direct-financial-obligation-or-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-statements/ https://atlantic-storm.org/corvus-gold-inc-conclusion-of-a-material-definitive-agreement-creation-of-a-direct-financial-obligation-or-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-statements/#respond Fri, 17 Sep 2021 21:26:17 +0000 https://atlantic-storm.org/corvus-gold-inc-conclusion-of-a-material-definitive-agreement-creation-of-a-direct-financial-obligation-or-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-statements/

Item 1.01 Conclusion of a definitive agreement

At September 13, 2021, Corvus Gold Inc. (“Corvus”), a company incorporated under the laws of British Columbia, has entered into an arrangement agreement (the “Arrangement Agreement”) with 1323606 British Columbia Unlimited Liability Company (the “Buyer”), an unlimited liability company existing under the laws of British Columbia, and AngloGold Ashanti Holdings plc (the “Guarantor”), a limited company existing under the laws of the Isle of Man. The Buyer is an indirect wholly owned subsidiary of AngloGold Ashanti Limited (“AGA”) and the Guarantor is a direct wholly owned subsidiary of AGA.

The Arrangement Agreement sets out the terms under which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding common shares of Corvus (the “Corvus Shares”) which are not already held by AGA and all of its subsidiaries (collectively, the “AGA Group“) at the price of CA $ 4.10 by Corvus Share (the “Consideration”) in cash (the “Transaction”). Capitalized terms used herein but not otherwise defined have the meanings given to them in the Arrangement Agreement.

The terms of the Arrangement Agreement also provide that, in connection with the Transaction, each option to purchase a Corvus Share (a “Corvus Option”) that is outstanding immediately prior to the vesting time. of effect (the “Effective Time”) of the Arrangement (as defined below), notwithstanding the conditions of such Corvus Option, which is vested or not vested, will be deemed to be unconditionally vested and exercisable, and will be immediately forfeited in exchange for a cash payment from Corvus equal to the amount by which the consideration exceeds the exercise price of each of such Corvus options, subject to withholding taxes, if any.

The terms of the arrangement agreement further provide that the transaction will be implemented by means of a plan of arrangement provided for in the Business Corporations Act (British Columbia) (the “Plan of Arrangement”). The plan of arrangement and the implementation of the arrangement set out therein between Corvus, its shareholders (the “Corvus shareholders”), the Corvus option holders (the “Corvus option holders” and with the shareholders of Corvus, the “holders of Corvus securities”) and the Buyer (the “Arrangement”), is subject to the review and approval of the Supreme Court of British Columbia (the tribunal”).

The Transaction will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the Corvus Shareholders, including the votes attached to the Corvus Shares held by the AGA Group, present in person or represented by proxy at the special meeting relating to the Transaction (the “Special Meeting”); and (ii) the shareholders of Corvus and the holders of options of Corvus, voting together as a single class, present in person or represented by proxy at the Special Meeting; and (b) a simple majority of the votes cast by the shareholders of Corvus present in person or represented by proxy at the extraordinary meeting, excluding the votes attached to the shares of Corvus held by the AGA Group and any other person to be excluded under Article 8.1 (2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The shares of Corvus beneficially owned by the AGA Group represent approximately 19.5% of the issued and outstanding Corvus shares based on information provided by the AGA Group (calculated on a total number of 127,003,470 Corvus shares outstanding at September 10, 2021).

The Arrangement Agreement and Arrangement have been approved by the Board of Directors of each of Corvus (the “Corvus Board”) (acting on the unanimous recommendation of a special committee of the Corvus Board, composed entirely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with Corvus) and the Buyer and the Guarantor.

Completion of the Transaction is also subject to other customary closing conditions, including mutual conditions regarding (i) obtaining a provisional and final order from the Court, (ii) the absence of any promulgated law by a government entity that prohibits or makes the consumption of the Transaction illegal, and (iii) the receipt by the AGA Group of the approval of South African Reserve Bank (“SARB”).

The completion of the Transaction is subject to certain conditions in favor of the Buyer, including (i) subject to certain exceptions, the accuracy of Corvus’ representations and warranties, (ii) the completion or compliance by Corvus, in all material respects, its commitments under the Arrangement Agreement, (iii) the dissent rights of Corvus shareholders under British Columbia as the law has not been exercised in respect of more than 7% of the issued and outstanding Corvus shares, (iv) certain legal actions, reviews, proceedings or investigations which have not been brought by the judicial authorities, and (v) no material adverse effects with respect to Corvus having occurred.

Completion of the Transaction is subject to certain conditions in favor of Corvus, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the Buyer and the Guarantor, (ii) performance or compliance by the Buyer and the Guarantor, in all material matters, with their commitments under the Arrangement Agreement, (iii) the remittance of sufficient funds to the Custodian to pay the aggregate consideration to the shareholders of Corvus, and (iv) the providing Corvus with the financing loan to settle payments required under the Arrangement to Corvus option holders.

The Operation is not subject to a financing condition.

The Arrangement Agreement contains customary representations and warranties of Corvus, the Purchaser and the Guarantor. Corvus has also accepted customary covenants relating to the operation of Corvus and its subsidiaries prior to the Effective Time, including covenants not, during the term of the Arrangement, to solicit other transactions or, subject to certain exceptions, initiate discussions regarding, or provide confidential information in connection with an alternative transaction, subject to customary “fiduciary exit” rights. Corvus has also granted the buyer the right to match any superior proposition.

The Arrangement Agreement contains certain mutual termination rights customary for Corvus and the Purchaser, including a termination right (i) if the necessary approvals are not obtained at the special meeting, (ii) any law is enacted which prohibits or makes the consumption of the Transaction illegal, or (iii) if the Arrangement is not completed by March 31, 2022, unless otherwise extended under the terms of the Arrangement Agreement (the “Deadline”).

The Arrangement Agreement contains customary termination rights for Corvus, including a right of termination (i) for breach of any representations and warranties or breach of any obligation on the part of the Buyer, subject to certain conditions, ( ii) if prior to obtaining the approval of the securityholders of Corvus, Corvus accepts a superior proposal, or (iii) if the approval of the SARB has not been obtained by the external date.

The Arrangement Agreement contains customary termination rights for the Buyer, including a right to terminate (i) for breach of any representation and warranty or breach of any obligation on the part of Corvus, subject to certain conditions, ( ii) if before obtaining the approval of the holders of securities of Corvus, the board of Corvus or a committee of the board of Corvus does not unanimously recommend or withdraw, amend, modify or qualify, in a manner unfavorable to the purchaser, its recommendation that the holders of Corvus securities vote in favor of the Arrangement at the Special Meeting, or Corvus breaches its non-solicitation covenant in a material respect, or (iii) if a material adverse effect s ‘is produced.

Corvus will pay a termination fee of 19 million Canadian dollars to the Guarantor in certain circumstances, including (i) if the Purchaser terminates the Arrangement Agreement by reason of the Corvus Board or a Committee of the Corvus Board, before obtaining the approval of the Corvus Securityholders , failing to unanimously recommend or withdraw, modify, modify or qualify, in a manner unfavorable to the Purchaser, its recommendation that the holders of Corvus securities vote in favor of the Arrangement at the Meeting Extraordinary, or that Corvus fails to honor its non-solicitation covenant in a material respect, (ii) if Corvus terminates the Arrangement Agreement in pursuit of a Superior Proposal, (iii) if Corvus or the Buyer terminates the Arrangement Agreement for failure to obtain the necessary approvals at the Special Meeting or if the effective time has not been on or before Date, or if the Buyer terminates the Agreement settlement due to Corvus’ breach of a declaration ation or warranty by Cor vu or the failure by Corvus to honor its covenants under the Arrangement Agreement, provided that such breach or failure is due to an intentional breach or fraud by Corvus, provided that prior to such termination: (A) the purchaser has obtained SARB approval, (B) an acquisition proposal (for the purposes of the above, references to “20% or more” in the definition of “Acquisition proposal” in the Arrangement Agreement are deemed to be “50% or more”) has been publicly made to Corvus (or one of its subsidiaries or one of their respective representatives) and not withdrawn prior to l extraordinary meeting, and (C) within 365 days of the date of such termination, an acquisition proposal (whether or not it is such an acquisition proposal. . .

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

At September 13, 2021, under and according to the terms and conditions of the
$ 20 million unsecured loan and guarantee agreement (the “Loan Agreement”) by and between Corvus and its wholly owned subsidiaries, Corvus Gold (United States) Inc.
(“Corvus United States“) and Corvus Gold Nevada Inc., and AngloGold Ashanti North America Inc. (“AGA North America“), AGA North America financed a supplement US $ 5.0 million of the loan amount to Corvus United States following receipt of a subsequent dated drawing request September 9, 2021.

Article 9.01. Financial statements and supporting documents

(d) Exhibits

Exhibit   Description
  2.1       Arrangement Agreement dated September 13, 2021, by and among Corvus,
          1323606 B.C. Unlimited Liability Company and AngloGold Ashanti Holdings

  4.1       Form of Voting Support Agreement

104 Interactive cover page data file (integrated into the online XBRL document)

* Some annexes have been omitted in accordance with Article 601 (b) (2) of Regulation SK, but a copy will be provided in addition to the SECOND on demand.

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How important is the finance law (2021 guide) ⋆ the Costa Rica news https://atlantic-storm.org/how-important-is-the-finance-law-2021-guide-%e2%8b%86-the-costa-rica-news/ https://atlantic-storm.org/how-important-is-the-finance-law-2021-guide-%e2%8b%86-the-costa-rica-news/#respond Fri, 17 Sep 2021 21:03:06 +0000 https://atlantic-storm.org/how-important-is-the-finance-law-2021-guide-%e2%8b%86-the-costa-rica-news/

When it comes to describing the law relating to all aspects of finance, finance law is essential. For example, when talking about a law that controls party behavior in which financial regulation is an element of that law, the finance law can be used to describe that law. In addition, finance law is based on three pillars: operating mechanisms, the financial system and financial transactions.

And so, before we dive into the emphasis on the importance of finance law, let’s first define what finance law is.

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What is a finance law?

Well, a finance law ”is the law and regulation of the commercial banking, investment management, capital markets, insurance and derivatives sectors. This law is crucial for understanding and appreciating the general legal framework of finance, such as the formation of banking and financial regulation sectors.

Financial law also provides clear legal policy regarding all financial transactions, and it is an important part of commercial law.

How important are finance laws and regulations?

Financial law is a very comprehensive type of law that can be misunderstood quite easily. Therefore, to help provide a clear guide on its importance, we will discuss the following:

  • Importance of financial law (especially commercial law), and
  • The importance of financial regulation

This is to help make a clear distinction of how this law is applicable in different ways or areas.

The importance of commercial law

Why is commercial law important? Here are some of the main reasons why.

  1. Establishes the legal responsibilities of a business and a consumer

Whether you are a consumer, supplier, or business owner, you are bound by a set of ethical and legal responsibilities. These obligations are made to enable the success of the business transactions with which you enter into. For example, when a customer pays for a product or service, you need to make sure consumers get what they paid for. Therefore, as soon as money changes hands, the business owner is forced to fulfill a number of responsibilities.

However, when it comes to well-defined terms and conditions, this process becomes even more complex. These policies are ideal because they state how a consumer can do certain things, such as filing disputes, requesting a refund, and several other responsibilities.

  1. Training the company well

Commercial law is fundamental when setting up a business. This is because it helps you separate yourself from your business, making you two different entities. The good thing about this is that it helps the business avoid being held liable in most cases.

Moreover, with commercial law, the commercial lawyer fills out the required documentation for your business. This process ensures that your business will comply with the specific laws with which it is expected to comply.

In addition, this law also allows your business to be classified as a partnership, limited or unlimited liability company, corporation or other entity.

  1. To avoid lawsuits by examining business processes

A business is made up of several processes and transactions. And to ensure that all processes and transactions are executed accordingly, the rules of commercial law come into play. This law provides you with oversight and rules that your businesses must adhere to in all processes and transactions.

There are also several forms of litigation to which a business may be exposed. Therefore, to avoid this, commercial law can also help identify the appropriate business processes or transactions to follow. Additionally, when you trade money in a marketplace, you should be aware of the legal terms governing that exchange. Thus, this law will make it possible not only to understand but also to manage financial transactions. Visit the free legal database to learn more about legal topics.

  1. Help to resolve conflicts and disputes

Dealing with business disputes or disputes is quite a difficult thing, especially when you are not educated in commercial law. This is mainly due to the fact that conflict and dispute handling consists of several stages which will take time to overcome. These stages include negotiations, mediation, arbitration, and then litigation.

Needless to say, commercial law is essential to the successful resolution of disputes between a client and a company.

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The importance of financial regulation

The importance of commercial law

First of all, “what is financial regulation? This is a form of regulation or supervision of financial markets. So why is this important?

Well, financial regulation is an important entity in any financial market. This is simply because it helps maintain the integrity of the financial market, protecting both businesses and consumers. In addition, the financial market aims to:

  • Maintain trust and integrity in the financial system,
  • Investigate and persecute complaints and cases of market misconduct,
  • Protect customers and
  • Offer licenses to financial service providers.

Remember that problems for the economy at large can arise if a bank goes bankrupt simply because it can no longer meet its obligations to creditors or other depositors. In addition, we depend on the financial market to save, borrow and access money. In addition, insurance, taking out a mortgage and paying claims are part of it, and without a stable financial system the whole economy will collapse. These transactions are what keep our businesses running smoothly.

What is the black swan theory and how it can help us prevent major crises in the future

How does financial regulation work?

Compromise of financial regulation of two facets: consumer protection and prudential regulation

Consumer protection: This regulation ensures that companies provide fair treatment to their customers in all areas. Whether it’s handling complaints accordingly or ensuring proper sales processes.

Prudential regulation: This regulation ensures that companies are properly governed, have appropriate risk control measures in place and have good funding to trade safely.

Therefore, for a company to operate in a financial market, it must comply with the prudential finance law. This means that it will be allowed to operate if it has met the stipulated requirements. On the other hand, consumer protection laws ensure that a business will be able to treat its customers fairly.



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Best Western Rewards Premium Mastercard 2021 review – Forbes Advisor https://atlantic-storm.org/best-western-rewards-premium-mastercard-2021-review-forbes-advisor/ https://atlantic-storm.org/best-western-rewards-premium-mastercard-2021-review-forbes-advisor/#respond Fri, 17 Sep 2021 13:00:55 +0000 https://atlantic-storm.org/best-western-rewards-premium-mastercard-2021-review-forbes-advisor/

Earn rewards

The Best Western Rewards Premium Mastercard allows you to earn points as part of the Best Western Rewards loyalty program. The card offers its most generous earnings on purchases at Best Western: an additional 10 points per dollar spent on Best Western purchases charged to the card, in addition to the 10 points cardholders would earn as a Best Western Rewards member. . The card also earns 2 points per dollar on general purchases.

Cardholders who spend $ 5,000 in 12 billing cycles will be rewarded with a bonus of 40,000 points each year. This means that cardholders who spend exactly $ 5,000 per year will effectively earn 10 points per dollar on those purchases, or 2 points per dollar spent plus the 40,000 bonus points.

The Best Western Rewards Premium Mastercard offers a welcome bonus for new cardholders: Earn 80,000 points when you spend $ 3,000 in the first 3 billing cycles after opening the account.

Redeeming rewards

Best Western Awards are particularly useful for reserving free nights within Best Western’s global hotel portfolio. Redemptions for free nights start at 5,000 points and go up to 70,000 points per night. In addition to redeeming points for a free night for yourself, the program allows you to order a voucher and gift another person a free night.

American travelers may know Best Western as a budget chain, but some of their international properties deserve attention. Additionally, Best Western is often an option when visiting national parks where other chain properties are rarer.

For maximum flexibility within the Best Western brand, you can redeem your Best Western Rewards points for Best Western gift cards worth 0.5 cents per point. The program also offers the option of paying with points, which allows you to pay for your stays at the Best Western hotel at 0.5 cents per point in 1000 point increments.

Best Western offers donation exchanges with a number of charitable partners, including Make-A-Wish, Kiva, Project CURE, and the Best Western Better World Fund. Charitable donation redemption options start at 500 points for a $ 2 donation.

Finally, Best Western offers a number of other exchanges, including for Mastercard gift cards, transfers to partner airlines, and Amazon gift cards. All of Best Western’s out-of-hotel redemption options generally represent poor value when redeeming points.

Reward potential

Using data from various government agencies, Forbes Advisor has developed estimates of how much a family in the 70th income percentile spends each year in various categories. We base our assumptions on a sole proprietorship in this income range. The 70th percentile of salaried households report $ 100,172 per year and $ 26,410 in expenses can be billed to credit cards. These numbers are used to estimate the potential rewards of that credit card.

Our example family would spend an average of $ 683 on hotels each year. Assuming all of these hotel stays are owned by the Best Western family of brands, the cardholder would earn 6,830 points over the course of the year.

If this family put the rest of their general spending on the Best Western Rewards Premium Mastercard, they would earn 51,454 points per year from the spending and an additional 40,000 points bonus by spending $ 5,000 on the card every 12 cycles of billing. This brings the ongoing annual earnings of this card to 98,284 points.

Finally, new cardholders earn 80,000 points after spending $ 3,000 in the first 3 billing cycles after opening the account.

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4 remedies when your business partner breaks the contract https://atlantic-storm.org/4-remedies-when-your-business-partner-breaks-the-contract/ https://atlantic-storm.org/4-remedies-when-your-business-partner-breaks-the-contract/#respond Fri, 17 Sep 2021 12:44:39 +0000 https://atlantic-storm.org/4-remedies-when-your-business-partner-breaks-the-contract/

Doing business with your close friend or those who share the same vision as you can be exciting. You have someone with whom to share the burden and the pleasure of growing the business. However, once the partners start to go their separate ways or see a different image of the business, it can become a very stressful experience.

In this article, you will learn general information about a business partnership, partnership agreements, and your options in the event that a partner violates or does not comply with the terms of your partnership agreement.

Understanding the business partnership

A partnership is the most basic business structure available to two or more people who want to start a business together. It is then divided into two options:

It is a corporate structure in which one general partner has unlimited liability and has greater control over the business while other partners have limited liability and often less control.

  • Limited Liability Company (LLP)

On the other hand, a limited liability company means that all owners and partners have limited liability and share general control of the business. This means that a partner has no responsibility for the actions of any other partner and is not liable for the debts associated with the partnership.

What happens in a partnership agreement?

Whether you have established an LP or an LLP, there should be a clearly defined partnership agreement. Although a partnership agreement does not need to be in writing, a written partnership agreement can be extremely useful. It is an essential tool to manage the failings of your partners.

So what are the 6 elements of a contract or partnership agreement?

  • Financial contributions from each partner and distribution of profits between partners
  • How partners make a decision
  • How partners resolve disputes
  • Considerations if the business should close or go bankrupt
  • Plans when a partner dies or leaves the company
  • Damages in the event of breach of contract and dissolution of the company

Legal options for broken partnership contracts

Now, if your business partner (s) has violated your partnership agreement, you have a few different legal remedies.

  1. Company expulsion

When a partner violates the terms of your partnership agreement, their eviction from the business may be a solution. However, given the laws surrounding the operation of the partnership, the possibility of eviction depends on several factors.

Unless your partnership agreement deals with eviction, you may not be able to evict a partner for a violation without dissolving the partnership. With the exception of a two-person partnership, this will require the formation of a new partnership with no excluded members and the creation of a new partnership agreement.

However, most partnership contracts include a clause on revocation of a partner and still allow the partnership to continue without the partner being ousted. When you can kick another partner out, an essential aspect of the deportation is that it must be done in good faith.

Attempting to evict a partner without a valid reason can give the exiting partner a chance to sue the company for damages. Follow protocol and consult with a legal expert before starting the eviction process.

  1. Negotiate a settlement

This is perhaps the most harmonious option you can pursue. Negotiating a settlement is your best choice if there is no prejudice to the partnership and you want to continue the business relationship, providing the opportunity to re-establish the business relationship between the partners.

In general, written settlement agreements are as binding as other contracts, and the court can enforce them. While you may have to compromise with the offending partner to get the settlement agreement, you can both avoid a long and costly legal battle. Also, you can consider filing a complaint against him, then offer to settle on terms favorable to your interests.

  1. Liability for violation

You can prosecute an offending partner whether or not you want them kicked out of the partnership. If the partner has voluntarily walked away, this is not considered a breach of contract unless there is a set term for the partnership and the partner withdraws earlier than expected in the ‘OK. However, even in this case, the exiting partner can escape his responsibility if he can justify a valid reason for leaving the partnership.

Now, for other types of offenses like mismanagement of business documents or partnership assets, you and other non-at-fault partners can sue the offending partner for damages.

The damage equation is as follows:

Amount of damage = Actual damage to the limited partnership – The defaulting partner’s participation in the limited partnership

Depending on the severity of the breach and the size of the business, this option may be your best bet.

  1. Seek damages

An extension of liability for the breach, most partnership contracts include clauses that require the breaching partners to pay a sum of money or lump sum damages to partners harmed by the breach. partnership process.

If the partnership contract contains a damages clause that is too large or too small for the offending partner’s participation in the partnership, the court is unlikely to enforce it. When this happens, the court may just award compensatory damages.

However, even with a favorable court decision, the winning party still has to execute the judgment, which can be difficult in some cases.

A few points to note

The above legal options do not need to be mutually exclusive. You can kick a partner out of the business and then take legal action against the outgoing partner. Depending on the terms of your partnership agreement, you can also claim damages for foreseen or actual damages in your legal action.


Building a business with someone who shares your goals and vision lightens responsibilities and ensures business development. However, when partnerships do not end on good terms with one or more partners who do not live up to their obligations or violate the terms of their partnership agreement, things can become stressful and frustrating, which opens the partnership to legal action. .

When this happens to you, be sure to consult a legal expert and ask what remedies may apply to your situation.

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The eleventh circuit gives COVID-19 coverage to the insurer | Bricker & Eckler srl https://atlantic-storm.org/the-eleventh-circuit-gives-covid-19-coverage-to-the-insurer-bricker-eckler-srl/ https://atlantic-storm.org/the-eleventh-circuit-gives-covid-19-coverage-to-the-insurer-bricker-eckler-srl/#respond Thu, 16 Sep 2021 18:39:48 +0000 https://atlantic-storm.org/the-eleventh-circuit-gives-covid-19-coverage-to-the-insurer-bricker-eckler-srl/

The courts universally favor policyholders in coverage disputes with insurance companies. After all, insurance companies are big, they hire lawyers and write the policies that control coverage. Recognizing the benefits of power, courts across the United States are placing a heavy weight on the scales in favor of policyholders. If there is even a “plausible” argument that police language can be interpreted in two ways, the insured wins.

Yet courts also recognize that when the language of a policy is “unambiguous,” they will apply the law regardless of the outcome – even during a global pandemic. And that is exactly what is happening in the COVID-19 coverage lawsuits that have hit U.S. courts almost as hard as the pandemic itself.

The last example is Gilreath Family & Cosmetic Dentistry, Inc. v. Cincinnati Insurance Company, ___ Fed. NS. ___, 2021 WL 3870697 (11e Cir. August 31, 2021). In the second decision of a federal appeals court in a COVID-19 coverage case, the Eleventh Circuit made short work of the insured’s coverage arguments.1

Gilreath Family & Cosmetic Dentistry is a dental practice located in Marietta, Georgia. As a result of their governor’s refuge-in-place order, Gilreath suspended all services except essential services and thus lost “a substantial portion of its usual income”.

Gilreath filed a class action lawsuit against its insurer, arguing that it was entitled to business interruption coverage under the “business income”, “additional expenses” and “civil authority” provisions of its general policy. commercial responsibility. The district court dismissed her complaint and Gilreath appealed.

Affirming the District Court, the Eleventh Circuit noted that coverage under each of these sections is not unlimited; it requires a demonstration of “accidental physical loss or accidental physical damage” in order to recover. Citing Georgia state law, the court noted that “accidental physical loss” is interpreted to mean that there must be “an actual change in the insured property” which renders the property “unsatisfactory for future use.” Or demands “that repairs be made.” ”

The court observed that despite the pandemic, “Gilreath was still using the property to perform emergency procedures” and did not cite “any damage or change in the property … which required its repair or prevented its future use for dental procedures “. Gilreath’s argument that its confined space was conducive to the “persistence” of viral particles also did not sway the court. “Even so, we don’t see how the presence of these particles would cause physical damage or loss to property.”

The court’s rejection of the confined space argument is significant. In new COVID-19 coverage lawsuits, plaintiffs attempt to leverage the most recent “science” on the subject, arguing that viral material alters the molecular structure of surfaces; that the “logarithmic” analysis “proves” that an increased rate of infection places the viral load within an insured establishment; and that the insured premises are rendered “uninhabitable” by the virus – even though they are open to the public today despite the push caused by the Delta variant.

More importantly, the Eleventh Circuit reaffirmed that the physical aspect remains the key to triggering business income coverage. To this day, the courts remain committed to the idea that insurers do not cover economic losses unless they are caused by losses. physical loss or damage. A government order that requires the suspension of operations does not work “a real change in insured property.” Nor does an “algorithm” replace “physical damage”. As the Eleventh Circuit noted, while the language of an insurance policy is unambiguous, “the policy applies” as written, whether it benefits the carrier or the insured. ” , “Physical” always means physical.

Here is the takeaway. Insurers have prevailed in the overwhelming majority of federal trial court decisions to date, primarily on the basis of long-established state law requiring physical damage to a structure as a predicate for outage coverage. activity. Now, insurers have a 2-0 record in federal courts of appeal. The future will tell if the business continues to fail in favor of insurers. Notably, it remains to be seen whether state supreme courts will interpret their own law in the same way as federal courts that currently apply it.

1 The first federal appeal victory has arrived Oral surgeons, PC c. Cincinnati Insurance Company, 2 F.4e 1141 (8e Cir, July 2, 2021).

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Family investment companies: Facts about FICS – Corporate / Commercial law https://atlantic-storm.org/family-investment-companies-facts-about-fics-corporate-commercial-law/ https://atlantic-storm.org/family-investment-companies-facts-about-fics-corporate-commercial-law/#respond Tue, 14 Sep 2021 11:13:03 +0000 https://atlantic-storm.org/family-investment-companies-facts-about-fics-corporate-commercial-law/

A family investment company (FIC) structure is a useful tool for wealthy parents to pass on the future growth of their wealth to their children, without giving up the possibility of using the capital themselves in the future. It is therefore an Inheritance Tax Liability (IHT) freeze tool, rather than an IHT liability reduction tool.

In this article, we explain how FICs are structured, their advantages and disadvantages.


In its purest form, a corporation is incorporated and shares are awarded only to children. Parents lend money to the business and the business invests the money to generate a return.

The return on money is attributable to stocks owned by children, which gives children increased wealth over time, from their ownership in shares of a corporation with retained earnings fully attributable to the shares they hold. They hold. Parents will then use their loan account to finance their living expenses.

An FIC becomes more complex when parents want their children to benefit from the growth in the value of investments, but do not want them to have control over the business and investment decisions. In such a case, we favor a structure where the shares of the company are placed in one or more trusts: the beneficiaries of the trust are the children and the trustees are the parents.

This allows the parents to control the trust and therefore the voting rights of the trust shares, ultimately allowing the parents to control the FIC without the FIC shares being part of their estate for IHT purposes.

The FIC can be incorporated as a public limited company or as an unlimited company. The advantage of using a public limited company is that the information regarding the assets and liabilities of the company does not have to be entered in the public register: the information is provided annually to HMRC for corporate tax purposes. (CT).

A public limited company has no limited liability: the shareholders are ultimately responsible for all the commitments of the company. The type of business used should therefore be carefully considered.

If the ultimate goal is to reduce the value of the parents’ estate for IHT purposes, the loan asset held by the parents can be offered to the children. This would constitute a potentially exempt transfer (PET) for IHT purposes.

Parents should survive seven years from the date of donation to ensure that no IHT becomes payable on the loan donation to be received from parents to children. There is a relief granted when a parent survives more than three years but less than seven years.

Benefits of using an FIC

FICs are legal persons. The profits they generate are therefore subject to the CT (currently at 19% but which should increase to an effective rate of up to 25% as of April 1, 2023). If parents need cash, they can withdraw funds from the FIC to their loan account and incur no tax on the withdrawal as it is treated as a loan repayment.

In calculating the taxable profits of the company, expenses incurred in connection with investment management and investment advice are eligible expenses for the company and will be deducted from the income of the company. On the other hand, when these expenses are paid by an individual, they are not eligible for tax purposes and therefore cannot be deducted from the income received by the individual when calculating his taxable income.

When dividends are received by the company from equity investments, there is generally no TC payable by the company on such dividend income. This differs when received in the hands of an individual and dividend tax rates of up to 38.1% apply. The difference in tax treatment allows a greater amount of funds to be reinvested in the FIC, compared to individual ownership and reinvestment in equities.

It may be possible to add a gear in an FIC, borrowing against the invested assets so that additional assets can be purchased. Interest charged by the lender will be an eligible expense when calculating the profits attributable to CT. This differs for an individual, where such borrowing costs would not be deductible when calculating taxable income for income tax.

If additional income is requested by the parents, the loan they have made to the business may be subject to interest. Interest expense would be deductible when calculating the profits attributable to CT for the business. Parents would be taxed at the rate of income tax on interest.

When additional income is not required by parents, in the form of interest income, the loan should be recorded in the accounts as repayable on demand. This is to avoid HMRC’s potential claim that the interest-free loan is an addition to the trust, on which tax debts would be generated.

Disadvantages of using an FIC

There are costs associated with the initial setup of the FIC structure, as well as annual compliance costs for preparing accounts and tax returns for the business and the trusts that have been formed. These annual compliance costs are allowable expenses when calculating taxable profits, but result in cash transfers out of the FIC to settle amounts owed. Initial setup fees and structuring advice are not eligible expenses for tax purposes.

When the value of the shares in the trust is above the IHT threshold (currently £ 325,000), there is a tax charge every 10 years, known as the 10 year anniversary charge. The applicable tax rate is 6% of the value of the assets of the trust which exceeds the zero rate bracket of £ 325,000.

There is also an exit charge when assets are transferred out of the trust to the beneficiaries. It may therefore be advantageous for several trusts to be set up to hold shares in the company in order to avoid these charges: the operating costs of these should be taken into account in relation to the potential tax savings.

When profits are taken from the FIC, the FIC will have to declare a dividend. The dividend will be taxable in the hands of the trust, which will be taxed on the dividend at the rate of 38.1%. When the trust makes a distribution to the beneficiaries, the beneficiaries will be taxed on the dividend at income tax rates, claiming a credit for tax suffered on the dividend by the trust.

When investments are made for the purpose of creating earnings, an FIC is a less tax-efficient investment mechanism than if the investments were to be made personally. When investments are made personally, gains are taxed at the prevailing capital gains tax rate of 20%. If the investment was made through an FIC, the gain would be taxed at the current CT rate of 19%, but dividend tax rates would be applied when the profits are taken out of the FIC, resulting in a charge higher effective tax on the gain on the investment than if it were made personally.

You can also watch our webinar on CIF (2018).


The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.

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