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MAR
27

The Importance of Due Diligence and Disclosure

Why is due diligence and disclosure so important? The disclosure letter is one of the most significant documents in a sale of a business or shares and has major consequences for both the seller and the buyer. It has long-lasting importance to the deal and can have far-reaching consequences. Due diligence is assisting the buyer in determining that what they are actually buying is what they expect and at the same time protecting the seller from any future legal ramifications.

For the seller, correct due diligence and disclosure will give them valuable protection in the future if the buyer tries to bring a misrepresentation claim after the sale. For the buyer, due diligence and disclosure are vital and can either reassure the buyer about the key issues about the sale, or if a problem is revealed, can be used as a bargaining tool where the buyer can:

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95 Hits
MAR
27

Conflict of interest" in Relation to Directors' Duties under the Companies Act 2006

The law on conflicts of interest in relation to directors was codified in the Companies Act 2006. Under this legislation, directors must ensure they avoid situations where any interest that they have conflicts (or possibly conflicts) with the interests of the business.

Directors of a board have a duty to act objectively and make decisions that are based on the best interests of the business. Section 175 of the Act covers the duty to avoid a conflict of interest, and states that "a director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company". The duty applies in particular to the exploitation of any property, information or opportunity and it is immaterial whether or not the company could actually take advantage of this property, information or opportunity.

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  89 Hits
89 Hits
FEB
21

Recent Decisions on Disclosure/Electronic Discovery/Privilege

At common law there exists a fundamental right, known as legal advice privilege, for communications and documents exchanged between a client and lawyer for the purpose of seeking or giving legal advice to remain undisclosed. A further right, known as litigation privilege, prevents disclosure of communications and documents between a client and lawyer, or the lawyer and a third party, used for litigation.

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  239 Hits
239 Hits
FEB
21

New Corporate Offence of Failure to Prevent Facilitation of Tax Evasion

On 30 September 2017 the UK introduced new offences targeting legal and partnership entities that fail to prevent facilitation of criminal tax evasion by persons working for that company or acting on its behalf. The law regarding tax evasion remains unchanged; however, the scope of persons who can fall foul of currently existing rules has been considerably broadened. The burden has been firmly placed on companies and partnerships operating in the UK, even if headquartered overseas, to provide evidence that they have enacted satisfactorily robust procedures to prevent facilitation.

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  177 Hits
177 Hits
FEB
21

Recent Global Regulatory Responses to Financial Crime

In the ten years since the 2008 financial crisis, the reaction of global regulatory bodies has been swift to shield consumers and investors from further harm. The most prolific enforcers have been US-based, comprising nearly 80% of the $26 billion worth of fines imposed for market abuse on both US and international entities in equal measure. Over the previous five years, 28 custodial sentences have been handed down in criminal courts worldwide.

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157 Hits

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