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GLOSSARY

Goodwill definition

Published by a LexisNexis Pensions expert

What does Goodwill mean?

The value attributed to the fact that the company is continuing to write profitable new business. It is often calculated as a multiple of the value of new business written in the most recent financial year.

Pensions

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Taking security—fixed charge—checklist

Taking security—fixed charge—checklist Scope of this Checklist This Checklist sets out the factors to consider when a company is proposing to grant a fixed charge. It assumes that an English or Welsh company will be granting a number of fixed charges to a lender situated in England or Wales. In this Checklist: • the company granting the fixed charge is called the 'chargor' • the entity to which the charge is granted is called the 'chargee', and • the document containing the fixed charge is called the 'security document' Fixed charges can be granted in a standalone security document or form part of the security created by a debenture (see: Documentation required to create a fixed charge below). For more information, see: Practice Note: Fixed and floating charges. Preliminary questions before taking security by way of a fixed charge • Is a fixed charge the appropriate method of taking security? ◦ A fixed charge can be granted by a company, limited liability partnership and other bodies corporate. It can also...

Commercial contract review and execution (business personnel)—checklist

Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...

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Social media and user-generated content

Social media and user-generated content This Practice Note examines some of the key risks associated with a brand’s usage of social media and user-generated content (UGC). Its particular focus is on the potential infringement of third party rights, such as intellectual property (IP). It provides practical guidance on how parties engaged in such activities can mitigate those risks. Social media Social media is an extremely popular means of communicating online. Based on user participation and interaction, social media takes a variety of forms, including: • online social and business networking (eg Facebook, LinkedIn, Snapchat, Instagram) • online blogs (eg Twitter (now X), Blogger.com) • online forums (eg Mumsnet, Reddit) • online shops and auctions (eg eBay, Amazon) • online digital media sharing (eg YouTube, Vimeo, Flickr, TikTok) • online reference texts (eg Wikipedia) • online games and applications (eg World of Warcraft) User-generated content Increasingly, businesses are encouraging consumers to contribute material to social media platforms and are incorporating these contributions into consumer-focused advertising and marketing campaigns. Often, this might...

How to deal with cybersquatting

How to deal with cybersquatting This Practice Note is a ‘how to’ guide on dealing with cybersquatting as a business. It includes a summary of what cybersquatting is, how to prevent it and what do to in the event that cybersquatting has occurred. This Practice Note assumes that the infringing domain name is a UK-based domain, eg .co.uk, .uk, or .org.uk. What is cybersquatting? Cybersquatting is where a party registers and/or uses a domain name in bad faith to take unfair advantage of, or in detriment to, a third party’s rights. A domain name is a unique name that identifies a specific internet resource or one or more IP addresses, eg a website. For information, see: Domain names—overview. An example of cybersquatting would be registering a domain name which includes a well-known brand name and trade mark to sell the domain name back to the brand owner at an increased price or to use that domain name to redirect genuine customers of the brand to another site perhaps selling a...

Discover our 31 Practice Notes on Goodwill

Deed of retirement from partnership

Deed of retirement from partnership This Deed of retirement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of retiring partner] of [insert address] (Retiring Partner), and 2 The persons whose names and addresses are set out in Schedule 1 (Continuing Partners). Recitals: (A) The Partners have been carrying on business in partnership under the terms of the Partnership Agreement. (B) The Retiring Partner is to retire from the Partnership on the Retirement Date. (C) The provisions of this deed shall apply to the retirement of the Retiring Partner in place of any provisions of the Partnership Act 1890 and the Partnership Agreement that would otherwise apply to the retirement of the Retiring Partner. The parties agree: 1 Definitions and interpretation 1.1 In this deed: Accountants • means [insert name of Partnership's accountants] or such other firm of accountants as may be appointed to replace them in accordance with the provisions of the Partnership Agreement; Accounting Date • means [insert Partnership accounting date]; Accounting...

Influencer agreement

Influencer agreement This Agreement is made on [date] (the Effective Date) Parties 1 [Insert name of company], a company incorporated in [England and Wales] under number [insert registered number], and whose registered office is at [insert address] (Company); and 2 [Insert name], of [insert address] (Talent). Background (A) The Company is the owner of the [insert] brand. (B) The Talent is [insert details of the talent’s background]. (C) The Company engages the Talent on the terms of this Agreement to promote the Company’s products. THE PARTIES AGREE: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Fees • means the sums set out in the relevant Project Assignment; Project Assignment • means a document (substantially in the form set out in the Schedule to this Agreement) to be agreed in writing by the parties and which shall set out the detail of the Services to be performed by the Talent, including...

Dive into our 59 Precedents related to Goodwill

If you have been trading as a sole trader and wish to change your business structure and start trading as a company, whom do you have to notify about the conversion? Do you have to notify suppliers and customers?

If you have been trading as a sole trader and wish to change your business structure and start trading as a company, whom do you have to notify about the conversion? Do you have to notify suppliers and customers? This Q&A covers the situation in which a business is converting from a sole trader to a private company limited by shares. For other types of corporate and non-corporate structures, see our Lexis+® UK Corporate Forms of business vehicle subtopic. A sole trader is a person carrying on business in his or her personal capacity and has to comply with very few formalities in order to carry on the business, including having no obligation to publicly disclose any information. A company is a separate legal entity, distinct from its members. It is owned by its members (also known as shareholders) and it is managed by its directors. It is regulated by the Companies Act 20006 (CA 2006). For an overview of the basic requirements of these different...

Can an unincorporated association become an incorporated entity, and can decisions and resolutions made by the unincorporated association transfer across to the incorporated entity?

Can an unincorporated association become an incorporated entity, and can decisions and resolutions made by the unincorporated association transfer across to the incorporated entity? An unincorporated association: • is an organisation formed when two or more persons (the members) carry on activities together for a common purpose • does not operate for the purpose of generating profit (in fact, if two or more persons carry on business for the purpose of making a profit, a partnership will be established and partnership law will apply) • is not a separate legal entity from its members and officers, which means that the officers and members are personally liable for the debts and obligations of the association, and • may not enter into contracts, own assets, sue or be sued in its own name There is no automatic or statutory process by which an unincorporated association can become ‘incorporated’ or convert into another type of entity. If an unincorporated association wishes to restructure its organisation to become an incorporated organisation, for instance as...

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Upper tribunal considers appeal on pension scheme sanction charges (Morgan Lloyd Trustees Ltd v HMRC)

Tax analysis: In Morgan Lloyd Trustees Ltd v HMRC, the Upper Tribunal (UT) considered the appeal of a pension scheme trustee company (MLT) against scheme sanction charges imposed under section 239 of the Financial Act 2004 (FA 2004), in respect of unauthorised payments made by the schemes to the sponsoring employers. The UT remitted the appeal as it related to two of the payments back to the First-Tier Tax Tribunal (FTT) for further consideration but dismissed the appeal in all other respects.

Tackling the registration of copycat company names and domain names

TMT analysis: Louisa Dixon of Taylor Vinters considers some of the options available for tackling problem company name and domain name registrations by third parties.

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