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  • Our Digital Age Prompts Intellectual Property Changes

    Thu 01 Dec 2011

    This E-bulletin covers the Government's announcement of plans to modernise intellectual property laws which, it estimates, could have a potential benefit to the UK economy of almost £8 billion.

  • Keeping Cookies Under Control

    Mon 04 Jul 2011

    If your business operates a website, you should be aware of the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011 (“the Regulations”) which came into force on 26 May 2011 . These amend the previous 2003 Regulations by introducing significant new requirements for website providers, most notably in relation to ‘cookies’ and similar technologies. Read on for more information ....

  • Budget and Prospectus Rules changes have the potential to give EIS a "Gok Wan" makeover

    Thu 21 Apr 2011

    One of the more interesting changes to arise from the Budget on 23 March was the set of changes to the rules on the Enterprise Investment Scheme ("EIS"). The EIS is to encourage investment in smaller companies which would attract a higher degree of risk, by offering a range of tax reliefs to investors. Read on ....

  • Penalty Clauses - Scottish Government opts for extra time in redefining the goalposts

    Thu 03 Mar 2011

    The draft Penalty Clauses (Scotland) Bill published last year is set to remain as just a draft, at least for the immediate future. Read on for more information ......

  • How to Stop Family Firms Boiling Over

    Fri 03 Dec 2010

    In November, Families in Business Partner Susan McFadyen wrote an article on the impact of disputes within family businesses, including useful advice for consideration. First published on the 28 November, this article has been reproduced for our website with the kind permission the Scotland on Sunday.

  • Takeover Bid Regulations - The Takeover Panel's Review

    Thu 02 Dec 2010

    Last month, the Code Committee of the Takeover Panel (the "Takeover Panel") published their proposed new rules on takeovers. Read on for more information ....

  • When is a Blog Host Liable for a Blog Post?

    Wed 20 Oct 2010

    Website blogs have become increasingly popular in recent years, and this trend shows no signs of abating. However, the ease with which information can be posted on websites means that a potentially defamatory statement can effectively be communicated to thousands of people worldwide at just the click of a mouse. Many website hosts may not have fully considered whether they could be held liable for the content of blogs posted on their sites.

  • When can money be retained

    Thu 30 Sep 2010

    This year a dispute over the Scots law principle of retention in the law of contract went all the way to the Supreme Court, formerly the House of Lords. Read on for details .....

  • Changes Proposed to the Prospectus Rules

    Tue 17 Aug 2010

    When any company is looking to raise funds by offering its shares, one of the first questions which the company and its advisers need to ask is whether or not a prospectus is required under the Prospectus Rules. Read on ....

  • The Emergency Budget, One Month On - Encouraging Business or Endangering Recovery?

    Mon 02 Aug 2010

    As the dust begins to settle and the detail of the new tax measures becomes clearer, what does the road ahead look like for businesses? Read on .....

  • Scottish Association With Legal Personality ("SALP")

    Tue 13 Jul 2010

    The unincorporated association is a form of business model often used for clubs, voluntary organisations and other associations.

  • Franchisors Beware!

    Thu 01 Jul 2010

    Negotiations in relation to franchise arrangements can often seem rather one sided. The franchisor is usually in a strong negotiating position and will have a detailed knowledge of the franchised business operations and the relevant sector.

  • New Corporate Governance Guidance and Principles for Unlisted Companies in Europe

    Mon 10 May 2010

    On 8 April 2010, the European Confederation of Directors' Association ("ecoDa") published the "Corporate Governance Guidance and Principles for Unlisted Companies in Europe". Read on .....

  • Profile Law

    Fri 30 Apr 2010

    In this article, as first seen in Business Women Scotland Magazine Issue 4, Tods Murray Corporate Partner Susan McFadyen, is profiled and also takes part in the "Ask The Expert" Q&A, in which she answers questions and discusses the legal structures available to businesses starting up or restructuring their operations.

  • Risks, Rewards and Boards

    Thu 08 Apr 2010

    The financial crisis saw major institutions come tumbling down. Now, as Granger Brash explains, reforms to corporate governance in the UK are aimed at ensuring this doesn’t happen again

  • Listed Companies and Institutional Shareholders Beware

    Wed 07 Apr 2010

    This year has seen further consultations and proposed changes to corporate governance in the UK. Read on for more information .....

  • £20million reasons to check your PPL/PRS

    Tue 02 Mar 2010

    Many businesses will be familiar with the organisations Phonographic Performance Limited (PPL) and Performing Rights Society (PRS) because of the extremely high "licence" fees payable to them in order to allow the public performance of copyrighted material such as background music. The fees increased by around 400% a few years ago and many businesses questioned the need for the fees to be so high.

  • Kinks Still to be Ironed out in Companies House Forms

    Fri 26 Feb 2010

    With effect from 1 October 2009, Companies House has replaced its previous forms with new forms which take into account the changes introduced by the Companies Act 2006.

  • Suppliers Beware

    Wed 27 Jan 2010

    Most businesses are only too aware of the need to have a robust set of terms and conditions. However, a recent Aberdeen Sheriff Court decision serves as a timely reminder that the law (at both common law and under statute) can imply terms into contracts with customers.

  • Provision of Services Regulations 2009 - Are You Compliant?

    Wed 27 Jan 2010

    Businesses engaged in the service sector should be aware of the Provision of Services Regulations 2009, which came into force on 28th December 2009. Many businesses may have overlooked the introduction of these new regulations, given that they were introduced in the middle of the festive period.

  • Is it worth the paper it's written on?

    Thu 26 Nov 2009

    The recent Court of Appeal case University of Plymouth v European Language Centre Limited is a useful reminder of the dangers of attempting to conclude a contract by telephone or an exchange of emails

  • Companies Act 2006 - 1st October 2009 Implementation

    Thu 01 Oct 2009

    The last remaining provisions of the Companies Act 2006 will finally come into force today, 1 October 2009. This marks the end of a staggered process of implementation which commenced in January 2007.

  • Companies Act 2006: Impact on Memorandum & Articles of Association

    Tue 15 Sep 2009

    The last remaining provisions of the Companies Act 2006 (the "2006 Act") will finally come into force on 1 October 2009. From 1 October 2009, the role and content of a company's Memorandum and Articles of Association will change considerably. The changes being introduced will affect both existing companies and companies which are formed after 1 October 2009.

  • Protecting Directors' and Company Secretaries' Residential Addresses from Disclosure

    Mon 10 Aug 2009

    The Companies Act 2006 contains new provisions designed to protect the confidentiality of the residential addresses of directors and company secretaries. The new regime, which will come into force on 1 October 2009, represents a significant departure from the current position under the Companies Act 1985.

  • An Interesting Decision On Section 459 Of The Companies Act 1985

    Wed 01 Jul 2009

    There was recently reported the decision of Lord Glennie on a Petition brought under Section 459 of the Companies Act 1985 (the provisions of which are now embodied in Section 994 of the Companies Act 2006, which came into force on 1 October 2007).

  • Changes to Provisions Regulating Share Capital and Acquisition by a Company of its Own Shares

    Mon 18 May 2009

    Companies Act 2006 - Changes to Provisions Regulating Share Capital and Acquisition by a Company of its Own Shares

  • Insider Dealing

    Wed 29 Apr 2009

    Article re recent story in the news about the Financial Services Authority securing its first jail term for insider dealing under the Criminal Justice Act 1993.

  • Community Interest Companies - An Overview

    Tue 31 Mar 2009

    A Community Interest Company, introduced by an Act of Parliament in 2004 and regulated by the CIC Regular, is a limited liability company created for social enterprises that intend to use their profits and assets for the benefit of a community and not for the direct benefit of shareholders and directors.

  • Reform of Partnership Law

    Mon 23 Mar 2009

    Both the Partnership Act 1890 and the Limited Partnerships Act 1907 have “had their telegram from the Queen"; but they soldier on, and it's hard to think of other legislation more than 100 years old which still governs such a wide variety of commercial situations dealt with by lawyers on a daily basis.

  • Increased Penalties for Late Filing

    Tue 03 Mar 2009

    Companies should be aware that the penalties levied for the late filing of annual accounts have been increased sharply, with effect from 1 February 2009.

  • Formation of a Community Interest Company

    Fri 27 Feb 2009

    This briefing note sets out details of the steps required to incorporate a new CIC and also the steps required to convert an existing company to a CIC.

  • Unincorporated Associations

    Tue 17 Feb 2009

    Unincorporated Associations - Personality required?

  • Wrong Footed

    Wed 07 Jan 2009

    Malcolm Holmes, partner in Tods Murray's Corporate team, wrote an article for CA Magazine in January 2009 which looked at the care needed to avoid "wrongful trading".

  • Wrongful Trading

    Mon 03 Nov 2008

    During these difficult economic times, directors must heighten their awareness of their duties and also ensure that they keep themselves appraised of the company's financial state and performance. Failure to do so could potentially lead to the company wrongfully trading.

  • Trading Disclosures - Displaying Information About Your Company

    Wed 22 Oct 2008

    The old rules on trading disclosures have now been repealed. As of 1 October 2008, the Companies (Trading Disclosures) Regulations 2008 ("the Regulations") apply instead.

  • Corporate Homicide

    Fri 15 Aug 2008

    New Act enables prosecution of Organisations where corporate management failings lead to death.

  • Delay in Implementation of Companies Act 2006

    Fri 15 Aug 2008

    On 7 November 2007 the Government announced that most of the provisions of the Companies Act 2006 (" the Act") due to be commenced 1 October 2008 will now be put back to 1 October 2009.

  • Lawyers rejoice at the imminent end of the "financial assistance" prohibition

    Fri 01 Aug 2008

    While the Companies Act 2006 has introduced some notable amendments to companies legislation, the change which will perhaps be most welcomed by corporate and banking lawyers is the abolition, with effect from 1 October 2008, of the so-called financial assistance prohibition as regards private companies.

  • New requirement for Companies to have a "Natural" Person as Director

    Tue 01 Jul 2008

    Further provisions of the Companies Act 2006 relating to directors will come into force with effect from 1st October 2008.

  • Duty Deadline

    Tue 01 Jul 2008

    Alistair Burrow, partner in Tods Murray's Corporate team, wrote an article for CA Magazine in July 2008 which looked at the provisions of the Companies Act 2006 affecting directors when they come into force in October.

  • The Companies Act 2006: A Deliberate Mistake

    Fri 01 Feb 2008

    While there was extensive consultation at the time of preparation of the Companies Act 2006, it is only when anxious lawyers have an opportunity to examine the detailed wording that some of the unintended consequences of new legislation come to light.

  • Damaging Delay

    Tue 01 Jan 2008

    David Dunsire, head of Tods Murray's Corporate team, wrote an article for CA Magazine in January 2008 which looked at how businesses would be affected as implementation of some of the provisions in the Companies Act 2006 is postponed.

  • Less than four months left to take advantage of the current CGT Regime

    Sat 01 Dec 2007

    In his Pre-Budget Report, the Chancellor announced radical changes to the capital gains tax regime which will affect individuals and trusts from 6 April 2008.

  • Final Implementation Timetable for Companies Act 2006

    Sat 01 Dec 2007

    On 13 December 2007, the Government published a written statement regarding final implementation of the Companies Act 2006.

  • Changes to Table A applicable to Private Companies

    Mon 01 Oct 2007

    The Companies (Table A to F) (Amendment) Regulations 2007 ("Regulations") came into effect from 1 October 2007.

  • When excluding liability becomes a liability

    Wed 01 Aug 2007

    A recent English case provides a useful reminder of the dangers involved in including exclusion and limitation clauses in contracts.