10 and 16 FLK1 Flashcards
Transfer of new shares, next step after seller executes stock transfer form?
(Under 1k so no stamp duty payable)
Send stock transfer form to hmrc in 30 days
Then hmrc will approve, stamp the form and send it to PURCHASER
The purchaser can apply to the COMPANY to register the shares by sending the stamped and approved form to the company
Company should either register the transfer or give notice or refusal to transfer w reasons; in any event this should be done within max 2 months from day on which the transfer was lodged w the company
The transfer of shares will be reported in the next annual confirmation statement to CH
Res for alternation of AOA
75% MR + must be in the best interest of the company
Stare decisis
Inferior courts are bound to apply the legal principles set down by superior courts in earlier cases
Is mere deterioration in the merchantable quality of the goods enough to frustrate the contact?
Yes, if it renders the contract impossible to perform
Eg the wine has fermented and you can’t sell the goods anymore acc to sale contract
Note: complete destruction is not necessary for frustration, just substantial alteration in condition or purpose will suffice to frustrate the contract
When does frustration of the contract occur?
When unforeseen events make it make performance of contractual obligations (1) impossible (2) illegal or (3) radically different than what the parties agreed
Who appoints?
MVL
Administrative receiver
Appointment of administrator
By solvent company (have to pay all debts within 12 months)
By or on behalf of creditor
Company may apply to the court (gives moratorium)
If C gives you (D) a PT36 offer which is lower than the value of the claim, but you don’t respond, then in the end court orders you to pay C.
What are the consequences?
D will be liable to pay compensation + costs on indemnity basis + interest on both costs and judgement sum
What is the sum required to initiate a bankruptcy proceeding
For what debts can you petition for bankruptcy?
5,000 (liquidated sum)
Unsecured debts (so if you have a secured debt, like a charging order over the property, first withdraw that security)
IHT tax rate
If quoted shares?
40% of the value at the time of death
Then you get a 50% reduction of IHT, provided transferor owned the shares for at least 2 years immediately before transfer (business property relief)
If two clients (in a commercial setting) are competing for the same objective/ have a substantially common interest, can the same solicitor act for both of them?
Yes
Provided the limit the scope of the retainer + both give informed consent in writing + confidential information is protected + it is reasonable to all clients
What is business asset relief/ gift relief
When you give away your business for less than market rate (eg u buy at 5k, sell for 10k but its market rate is 20k). Here, the seller need not pay CGT & the purchaser can elect for the relief to apply to the gain.
The seller must be (1) sole trader or have 5% SH in company and (2) use the assets in his business/ personal company
The purchaser will only pay cgt (on his gain and seller’s gain) when purchaser disposes of the asset in the future
When can directors allot shares (the only 2 scenarios)
- Where company has only one class of shares
- If there are multiple classes of shares - need authority through AOA or ordinary resolution
Show of hands
Each member = 1 vote
Note: this is subject to AOA terms (incase AOA is amended). Follow AOA.
At a GM, what happens if there is a deadlock?
Resolution fails
Note: model AOA doesn’t contain casting vote provisions (ie chair doesn’t get a casting vote) for companies incorporated after Oct 2009
Disputes
If accident occurred outside E&W, and 1 D is in England but other is in Greece - when should each D acknowledge and respond to the LoC?
Claim value: 20,000
This will be allocated to the fast track under the PAP for Personal Injury Claims
Both D’s need to acknowledge LoC in 42 days and confirm position on liability in 6 months
It doesn’t matter where D is based (that’s why the D based in E doesn’t follow the 21 days/ 3 month timeline). The deadlines are dependent on where the accident took place ie outside E&W.
What’s the upper limit for claims in county court?
There is none
Note: PI may not be issued in HC unless it is 50,000 or more
In general, it’s only issued in HC if it’s complex/ high monetary value/ public importance
How do you calculate the value of a claim
Just the claiming amount
Disregard interest, costs, contributory negligence, counter claim, set off, liability!!!!
How do you calculate the value of a claim
Just the claiming amount
Disregard interest, costs, contributory negligence, counter claim, set off, liability!!!!
Under the Fatal Accidents Act, if you garden weekly for your neighbour, can they claim under the act? What about if the neighbour was your aunt?
Just neighbour - no
Neighbour aunt, yes - this is because they fall under “dependents”
Also, one of the heads of recovery is “dependency for both financial support and services” and gardening is a service
How long do you have to wait for NCA approval?
7 working days (day 1 = day of disclosure)
No response = consent
After initial refusal, if 31 days have passed without further steps from NCA, then consent deemed to be given
General rule to accepting an offer
Exception
General rule - acceptance must be communicated
Exception - postal rule; acceptance is when posted (not received by the offeror).
Note: if there is a misdirection of the offer by the offeror by post - offer is made when offeree actually receives it
Limitation period for fraudulent misrep claims
6 years from fraud being discovered/ should have been discovered (this is the rescission bar of “lapse of time”)
If domestic law and retained EU law cannot be read together, then what do you do?
Courts must issue an incompatibility order
If a public body is acting in contravention of ECHR due to primary or secondary legislation, then what are the reasons they will not be acting unlawfully?
Primary leg - they could not have acted differently
Secondary leg (eg SI) - they were acting to give effect to SI
Declaration of incompatibility, which court?
If ECHR is violated, which court?
HC/ COA/ SC
County Court/ Crown Court
