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Joint venture shareholders’ agreement—checklist

Joint venture shareholders’ agreement—checklist Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50)...

Planning a digital marketing campaign—checklist

Planning a digital marketing campaign—checklist This Checklist is for use when planning a digital marketing campaign. The focus is on marketing-specific requirements and the Checklist does not consider general issues in relation to transactional activity (eg contract formation, distance selling). It covers media selection, territorial targeting, agency contracts, data protection, advertising compliance, user-generated content, influencer engagement, prize and price promotions, and behavioural advertising. It also considers compliance with legislative and self-regulatory regime in the UK, including the unfair commercial practices provisions of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) and the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code). Digital marketing can reach consumers at home, at work and, through their mobiles, tablets and video game consoles, virtually everywhere else. Alongside unrivalled potential audience numbers, it offers brands the opportunity to target individuals on the basis of their specific interests, locations or habits. It is no surprise, then, that brands are diverting more and more of their marketing spend from traditional media to...

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The Bribery Act 2010—an introductory guide

The Bribery Act 2010 (BA 2010) was passed to ensure the UK’s compliance with the Organisation for Economic Co-operation and Development's (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and came into force on 1 July 2011. It was designed to provide an effective legal framework to tackle corruption in both the public and private sectors, modernising the UK’s anti-corruption legislation and replacing the Prevention of Corruption Acts 1889–1916. For detailed guidance on historic anti-corruption law, see Practice Notes: Corruption and common law bribery—pre-Bribery Act 2010 [Archived], Pre BA 2010 bribery and corruption—Practicalities [Archived] and Pre-Bribery Act 2010 corruption—sentence tracker [Archived].BA 2010 has major implications for any business that is incorporated or trades in the UK. It applies to bribery committed by it, or on its behalf, anywhere in the world.Offences under the Bribery Act 2010BA 2010 criminalises four distinct types of conduct (offences):•bribing another person•soliciting or accepting a bribe•bribing a foreign public official, and•(for a business only) failing to prevent briberyCommon to each of...

Land contamination—issues in corporate (private M&A) transactions

Land contamination—issues in corporate (private M&A) transactions Why is land contamination important in corporate deals? Land contamination concerns are an important consideration in private mergers and acquisitions (M&A) deals for several reasons: • there are many triggers for land contamination liabilities • the seller, buyer, successors in title, funder, tenant and consultants can all inherit liabilities • the parties may have different attitudes and technical advice on the risks • liability and cost concerns can delay and in some cases abort transactions • the cost of groundwater remediation can exceed several £million See Practice Notes: Contaminated land—who may be liable? and Land contamination—potential liabilities. The Law Society practice note on contaminated land encourages lawyers to advise their clients about contaminated land risks in every transaction involving property. For further information, see the Practice Note: Land contamination—Law Society practice note on contaminated land. Types of land contamination liabilities There are different types of liabilities associated with land contamination and water pollution that are summarised in Table A. Table...

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Anti-bribery and corruption—post-training assessment questions

Anti-bribery and corruption—post-training assessment questions How to use this test These questions are designed to test your understanding after your attendance at our training on avoiding bribery and corruption. After you have completed this test, please return it to [insert name]. General Name of person completing test [Insert name] Role [Insert role] Date [Insert date] Multiple choice questions Circle the correct answer. Question Multiple choice answers 1. How many offences does the Bribery Act 2010 contain? (a) Three(b) Four(c) Ten 2. What is the ‘bribing another person’ offence? (a) Trying to bribe an individual with the intention of influencing that individual in their capacity as a foreign public official(b) Asking for or accepting any form of an advantage from another party in return for knowingly doing, or getting someone else to do, something improperly(c) Offering or giving something to someone else in return for them doing something for you improperly 3. Would you be committing an offence if you were to accept a large sum of...

Fraud risk management training materials—post-training assessment questions

Fraud risk management training materials—post-training assessment questions How to use this test These questions are designed to test your understanding following training on fraud risk management. After you have completed this test, please return it to [insert name]. General Name of person completing test [Insert name] Role [Insert role] Date [Insert date] Multiple choice questions Circle the correct answer. Question Multiple choice answers 1. What is fraud? (a) Soliciting or accepting a bribe(b) A crime that involves deception or theft to gain an advantage(c) Exercising powers of ownership over a person 2. How can a company commit the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023? (a) By not having reasonable measures in place(b) By having reasonable measures in place(c) By not having reasonable measures in place because the risk was very low 3. The only relevant defence to a failure to prevent fraud charge, is that [insert organisation name] had reasonable prevention procedures in place, or that it was not...

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On a relevant transfer under TUPE 2006, does the transferor’s liability for failing to prevent bribery, to the extent that it is not criminal liability, transfer to the transferee?

On a relevant transfer under TUPE 2006, does the transferor’s liability for failing to prevent bribery, to the extent that it is not criminal liability, transfer to the transferee? Bribery Act 2010 The Bribery Act 2010 sets out four offences: • bribing another person (also known as active bribery) • soliciting or accepting a bribe (also known as passive bribery) • bribing a foreign public official, and • failure of a commercial organisation to prevent bribery by an 'associated person' for its benefit For further information, see Practice Note: Bribery Act 2010: essentials for employment lawyers. The first three offences above apply to individuals and companies. The offence of failure to prevent bribery applies only to relevant commercial organisations. For information on the offence of failing to prevent bribery, see Practice Note: Bribery Act 2010: essentials for employment lawyers—Failure of commercial organisations to prevent bribery. See the Serious Fraud Office (SFO) Guidance on adequate procedures facilitation payments and business expenditure and the following documents (referred to in...

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The draft UK SCCs for international transfers

Information Law analysis: Bridget Treacy, partner, and James Henderson, associate, at Hunton Andrews Kurth discuss the draft UK Standard Contractual Clauses (SCCs) for international transfers under the UK’s General Data Protection Regulation, Retained Regulation (EU) 2016/679 (UK GDPR) recently published by the Information Commissioner’s Office (ICO). They examine key differences between the UK draft SCCs and the EU SCCs adopted in June 2021 (the 2021 EU SCCs) under the EU General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) and how organisations that transfer data under both UK and EU GDPR are likely to approach using the draft UK SCCs and the 2021 EU SCCs in practice. They also address potential concerns organisations may have when using the draft UK SCCs and the next steps for adopting them.

Removing arbitrators and disclosure applications in support (P v Q)

Arbitration analysis: In two significant judgments published on 31 March 2017 (but handed down in February 2017), Mr Justice Popplewell in the Commercial Court dismissed (1) an application for disclosure of documents pertaining to, among other matters, the defendant co-arbitrators’ deliberations in respect of interlocutory decisions taken in London Court of International Arbitration (LCIA) arbitration proceedings in support of (2) an ultimately unsuccessful application for removal of the co-arbitrators for failing to properly conduct the proceedings within the meaning of section 24(1)(d)(i) of the Arbitration Act 1996 (AA 1996). The judgments are of significance to practitioners as they consider, among other matters, the principles which the court will apply when considering disclosure applications in support of relief sought in an arbitration claim to the English court, as well as the court’s analysis of the permissible use of tribunal secretaries.