Olswang Corporate Quarterly - Spring 2015

United Kingdom

This article was produced by Olswang LLP, which joined with CMS on 1 May 2017.

Welcome to the Spring 2015 edition of Olswang Corporate Quarterly

In this issue we cover the following topics:

Exclusive jurisdiction clauses: recent changes, pitfalls and drafting tips
New regulations relating to the jurisdiction of courts and the recognition of judgments will affect businesses and individuals entering into contracts in the EU and beyond. Parties who have agreed that a particular EU Member State is to have exclusive jurisdiction to determine disputes can now be more certain that their choice of jurisdiction will be effective (and also less able to change their minds if they fall out). It is now as important as ever to give proper consideration to jurisdiction clauses when entering into contracts.

Indemnities: how they work and issues to consider when giving them
From tax covenants to IP infringement, indemnities feature in most share and business transfer agreements as well as in many every day commercial contracts. We remind you of the key features of indemnities and point out some of the questions you should ask yourself before giving an indemnity.

Pensions: turning the new flexibility to your advantage
A significant amount of press space has recently been devoted to the new pension flexibility that will be introduced from April 2015. The Government has introduced some generic on-line guidance for scheme members to assist them in making their choices (with further services to follow) so the question employers could perhaps usefully be asking themselves, if they have not already done so, is whether the pension arrangements that they currently offer meet their employees' growing expectations.

New Diverted Profits Tax: how UK and non-UK companies will be affected
HMRC representatives confirmed in January that the Government intends to press ahead with the controversial new Diverted Profits Tax (DPT), referred to in the media as "Google Tax". Presumably DPT will therefore be included in the pre-election Finance Bill, relying on cross-party support for a measure which appears to be popular with the electorate despite the misgivings of multinationals and their advisers. We await confirmation in the Budget on 18 March.

Did you know…?
Some practical points for companies including detail on the proposed timetable for the Small Business, Enterprise and Employment Bill currently moving through Parliament, BIS guidance on cyber security for non-executive directors, and new regulations in force which simplify the law on company, LLP and business names and trading disclosures.

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