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Texas shoot out (sealed bids)—flowchart

Texas shoot out (sealed bids)—flowchart The Texas shoot out (sometimes called a Mexican shoot out, Tex Mex shoot out or sealed bids) procedure may be started by either shareholder (or the shareholder which did not cause the deadlock) serving notice on the other shareholder, requiring both shareholders to submit sealed bids for the shares of the other shareholder within a specified timescale. The shareholders will be obliged to complete a share transfer on the terms of the bid with the highest price per share. There are a number of variants to this procedure, including that the joint venture shareholders’ agreement may provide for bidding by auction. It would be more usual in a deadlock or 50:50 joint venture for either shareholder to be able to serve the notice starting the Texas shoot out procedure. In a majority/minority joint venture, the majority shareholder may prefer for only

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CRC Initial Phase (Phase 2)—corporate structures [Archived]

CRC Initial Phase (Phase 2)—corporate structures [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. The CRC Energy Efficiency Scheme (CRC Scheme) The CRC Scheme was a mandatory UK-wide emissions trading scheme in the UK that aimed to cut carbon dioxide emissions and improve energy efficiency in large non-energy intensive public and private sector organisations. Organisations that qualified for the CRC Scheme had to report their emissions, and purchase and surrender allowances for every tonne of carbon dioxide they emitted. The CRC Scheme was introduced using enabling powers from the Part 3 of Climate Change Act 2008, (CCA 2008). The primary details of the CRC Scheme are contained in the CRC Energy Efficiency Scheme Order 2013, SI 2013/1119 (CRC Order). The CRC Scheme has been split into successive phases. The first phase (the Introductory Phase (Phase 1)) ran from 1 April 2010 to 31 March 2014. The final phase ran from 1 April 2014 to 31 March 2019 and was confusingly officially...

How is a capital gain calculated?

How is a capital gain calculated? Although the Taxation of Chargeable Gains Act 1992 (TCGA 1992) does not set out how to calculate a capital gain (referred to in the legislation as a chargeable gain), the generally accepted approach is to: • take the consideration received on the disposal of an asset • subtract certain costs (known as allowable expenditure or 'base cost'), in particular the cost of acquiring the asset in the first place, and • if the taxpayer is a company and it acquired the asset on or before 31 December 2017, subtract any indexation allowance The result is the chargeable gain. This Practice Note looks in summary at consideration, allowable expenditure and (where applicable) indexation. For the meanings of disposals and assets for capital gains tax (CGT) purposes, see Practice Note: What is a capital gain? In this Practice Note CGT is used as a shorthand for both CGT and corporation tax on chargeable gains. Consideration Normally the consideration is the actual amount...

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Heads of terms—corporate joint venture

Heads of terms—corporate joint venture Date: [insert date] Subject to contract 1 Introduction 1.1 These heads of terms set out the principal terms and conditions upon, and subject to, which [insert name of first shareholder] (Party A) and [insert name of second shareholder] (Party B) are proposing to enter into a joint venture to [insert purpose of joint venture] (the Proposed Joint Venture). Each of Party A and Party B is a party and together they are the parties. 1.2 The terms in this document are not exhaustive and[, with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither party to this document shall be legally bound to proceed with the Proposed Joint Venture unless and until a formal written joint venture agreement is entered into. 2 The joint venture Party A and Party B wish to enter into the Proposed Joint Venture to [insert purpose of joint venture and...

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What do I need to know about the European Commission's proposals for a single-member private company?

What do I need to know about the European Commission's proposals for a single-member private company? Following the withdrawal of the proposal for a European private company (SPE), the European Commission put forward a proposal for a Directive on single-member private limited companies in April 2014. Why has the European Commission put forward the proposal? The Commission believes that European businesses are not currently able to take full advantage of the opportunities offered by the single market. Setting up subsidiaries abroad is often burdensome and costly due to the divergent requirements of national legislation across the EU and the necessity of obtaining legal advice and translations. The Commission aimed to address these problems in its 2008 proposal for a new SPE form, but it was not possible to obtain agreement on this new form of legal entity among member states and the proposal was withdrawn. The Commission's current proposal aims to address some of the obstacles faced by European businesses by introducing a common single-member private company form...

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Cross-border insolvency—standing, common law recognition and assistance (Vesnin v Queeld)

Restructuring & Insolvency analysis: In Vesnin v Queeld Ventures Ltd, the applicant sought recognition at common law for a Russian bankruptcy order and the appointment of a foreign representative as trustee in bankruptcy, and further assistance from the court. The respondent companies were allegedly controlled by the bankrupt/his wife. The respondents claimed to be the legal and beneficial owners of shares in a mining company, and were parties to related English proceedings. The respondents opposed the application on the basis that recognition was being sought as a springboard for asserting a proprietary claim against shares in the mining company. The court recognised the bankruptcy order and appointment as trustee, held that the respondents lacked standing as they had no legitimate interest in the bankruptcy, and directed that the applicant be joined to the other proceedings. This case helps practitioners better assess whether a client has the requisite standing, the grounds for opposing a recognition application, and shows the court’s willingness to assist an applicant in a cross-border insolvency. Written by...