April 2010

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More4Counsel matters

Legal news and developments for in-house lawyers

Investor directors

It can be difficult for an investor director (someone who sits on a board of an investee company on behalf of one of that company's investors) when the proper performance of their duties as a director of the investee company adversely affects the investor who put them on the board of the investee company in the first place.  The situation is made more complicated if the investor director owes duties to the investor (eg as a director of the investor or through a contract of employment).  Read more...

Longevity Swaps

 

“In the long run we are all dead” – John Maynard Keynes

We have recently advised the trustees of a major UK pension scheme on a longevity insurance transaction in relation to its pensioners.  The swap contract provides an innovative method of hedging longevity and demographic risks and is a ground-breaking precedent for further transactions in the UK pensions industry. Read more...

Liability of tenants' guarantors

The decision of the High Court in Good Harvest Partnership LLP v Centaur Services Limited has important implications for landlords of commercial property and for tenants and their guarantors.  It addresses, for the first time, the extent of the liability of a tenant’s guarantor under the Landlord and Tenant (Covenants) Act 1995 following an assignment of the lease. Read more...

Bonuses and implied terms - take nothing for granted


It's generally accepted that the minimum eligibility requirement for receiving a bonus is that you have to be employed (and not serving out notice) when bonus payments are made.  Certainly City bonus schemes are frequently drafted in this way.  Just because a practice is widespread, however, does not mean that the Court will be prepared to imply a term to this effect, as the employer in a recent case discovered to its cost. Read more...

Akzo Nobel and legal privilege: an update


In 2003, the European Commission conducted a dawn raid on Akzo Nobel Chemicals Limited and Akcros Chemicals Limited as part of investigations into anti-competitive practices.  During that raid, documents were seized, which had been prepared either to obtain external legal advice or by a Netherlands-qualified lawyer standing in as in-house counsel for Akzo Nobel and named as the coordinator of competition law.  Read more...

Pre-contract disclosure - let the insured beware

Whilst most contracts are based on the principle of 'caveat emptor', insurance contracts are contracts of the utmost good faith, which in practical terms means that the prospective insured is under a duty to ensure that the insurer has all the information required to assess the prospective insured risk. This means disclosing fully every material fact that affects the risk to the insurer before the conclusion of the contract. Read more...

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