Paul Hastings LLP

This Practice Note deals with agents and other intermediaries under the Bribery Act 2010 (BA 2010). It covers how an agent may put a commercial organisation at risk. It also covers the steps a business should take including proportionate procedures, top level commitment, risk assessment, due diligence, communication and monitoring and review.

This Practice Note explains the available statutory defences to the three criminal offences of insider dealing contained in the Criminal Justice Act 1993 (CJA 1993). It explains the scope of the general offences to the dealing offence, the encouraging offence and the disclosing offence, as well as the special defences available to the recipients of market information including market makers and those involved in price stabilisation. This Practice Note should be read in conjunction with Practice Note: Insider dealing—the criminal offence.

This Practice Note explains the criminal offences of insider dealing under section 52 of the Criminal Justice Act 1993 (sometimes called insider trading). It explains the different ways in which the offence can be committed, the elements of the offences and explains key definitions including who is an insider and what constitutes inside information and an inside source. [It covers the statutory defences applicable to insider dealing offences including the transaction facilitation and price stabilisation defences]. It also explains the sentences which can be imposed following conviction for insider dealing offences.

This Practice Note examines the documents which are required for a residential mortgage backed securities transaction from pricing to closing, including the key parties of each document and the main points to consider in each document.

This Practice Note summarises the structure of commercial mortgage-backed securities transactions and the key parties, documents and terms involved in such transactions. As with all financing techniques and transactions there are numerous permutations as to how the precise terms of each such transaction operates which are beyond the scope of this Practice Note. In addition, unless expressly set out, the requirements of particular jurisdictions, including in particular the requirements of the United States, with respect to a commercial mortgage-backed securities transaction are not specifically considered.

This Practice Note sets out an introduction to the structure of residential mortgage-backed securities (RMBS) transactions and the key parties, documents and terms involved in such transactions

This Practice Note covers the mandatory climate-related disclosures for financial institutions that were announced by the Chancellor in his statement on the post-Brexit future of UK financial services.

This Practice Note considers the UK tax aspects of the establishment, operation and termination of contractual joint ventures (JVs) between UK tax resident corporate entities. A contractual joint venture is a joint venture created by contract. This Practice Note also considers the issue of ensuring that the contractual JV is not a partnership. This Practice Note is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Practice Note considers the UK tax aspects of the establishment of a joint venture operated through a partnership consisting of UK tax resident corporate partners. This Practice Note is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Practice Note considers the UK tax aspects of the operation and termination of a joint venture operated through a partnership consisting of UK tax resident corporate partners. It includes consideration of how a joint venture partnership is funded, including the loan relationships issues; how gains are treated when a joint venture partnership disposes of assets, as well as when the partnership terminates. It also covers the stamp duty, SDLT and VAT consequences of bringing a joint venture partnership to an end. This Practice Note is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Practice Note considers how the principal UK tax aspects of the establishment, operation and termination of a UK tax resident joint venture may impact on the choice of joint venture structure. This Practice Note is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Practice Note provides guidance on the codified EU Audiovisual Media Services (AVMS) Directive (Directive 2010/13/EU). The EU AVMS Directive contains a set of rules that apply to content and advertising in relation to AVMS. The EU AVMS Directive covered traditional TV (linear services) and on-demand programmes (non-linear services). This Practice Note also covers the Revised EU AVMS Directive (Directive (EU) 2018/1808).

This Practice Note analyses the scope and requirements of the EU regulation on sustainability-related disclosures in the financial services sector (Regulation (EU) 2019/2088) and Commission Delegated Regulation (EU) 2022/1288, as amended.

This Practice Note analyses the scope and requirements of the EU regulation on sustainability-related disclosures in the financial services sector (Regulation (EU) 2019/2088) and Commission Delegated Regulation (EU) 2022/1288, as amended.

This Practice Note contains guidance on the Media Act 2024, which has been introduced in order to bring the regulation of public service broadcasters up to date following the changing technology of smart TV and the growth of video-on-demand. It sets out the key legislative provisions and considers their impact on businesses. It also summarises the implications on the regulator, Ofcom, as a result of its wider powers contained in the legislation.

This Precedent clause is to be included in a joint venture agreement where the parties wish to deal with a situation where the joint venture company has made a payment gross to a shareholder and it subsequently transpires that the joint venture company should have withheld tax from the payment and therefore owes such tax to HMRC. This clause requires the shareholder to indemnify the company for such costs. This Precedent is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Precedent contains some clauses that could be included within a 50/50 joint venture agreement to deal with tax issues, mainly the rights to make consortium relief claims between the joint venture company and the shareholders. This Precedent is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.

This Checklist sets out the key tax questions to ask a counterparty to a joint venture, which should flush out the tax issues likely to arise in respect of this JV. The checklist assumes that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. This Checklist is produced in partnership with Arun Birla, Hannah Gray and Abigail Hung of Paul Hastings (Europe) LLP.