Practical Considerations in Setting Up a Corporate Joint Venture Under English Law

The initial decision in setting up a corporate joint venture is to determine which legal entity will be most suitable for your proposed collaboration.

The four most common legal structures are: (I) a private company limited by shares; (ii) a private company limited by guarantee; (iii) a limited liability partnership: and (iv) a general partnership. Once this decision has been made, the next phase in setting up the joint venture is to determine what practical matters need to be considered and evaluated to enable the joint venture to commence trading and include the following:

1. If the joint venture company (“JVC”) will be using the intellectual property of any of the founding collaborators, then the parties will need to agree whether the intellectual property is to be assigned (transferred) or alternatively licensed from the founding collaborators. In either case it will be necessary for the parties to enter into a formal agreement which will include the following points: (I) the parties will need to determine if there is to be any consideration or a licence fee payable in relation to the transfer or licensing of the intellectual property; and (ii) it is important to ensure that if the joint venture terminates for whatever reason then in the event of an assignment, the intellectual property can be transferred back to the relevant founding collaborator or alternatively in the case of a licence, that the licence terminates.

2. Will the JVC be sourcing any products or components from any of the founding collaborators? If

The Invasion of Privacy Ramps Up

I’m spending the week on Maryland’s Eastern Shore for a family reunion in honor of my father, who decided to convene us in our old stomping grounds on the shores of the Chesapeake Bay. That means lots of steamed crabs, boating and swimming on the river, and lightning bugs at dusk.

It also means looking up old friends from my days on the Shore, where I went to elementary and high school in the 1970s and ’80s. In the old days, that would have meant detective work – nose in a phone book, a round of phone calls to third-degree contacts, maybe a visit to the deeds office, gradually narrowing down the field until I located my targets.

In today’s world, it’s a lot faster and easier… just a couple of clicks on the Internet and I know everything I want to know about my old pals… and in some cases, things I didn’t.

That got me thinking… is it possible to hide in plain sight with today’s digital invasion of privacy? Yes… if you take the right steps.

The Need for an Alter Ego

It’s entirely possible to create an alter ego for your personal identity – a “dead end” for anyone trying to find you. The recent invasion of privacy shows why it’s increasingly important to do so.

Alleged hackers stole the electronic identities of 18 million Americans recently. Nobody knows what they were looking for – compromising information for blackmail purposes? Government security clearances? Whatever they wanted, they didn’t have to work

What’s an FDD?

An FDD, or franchise disclosure document, should be carefully combed over by any potential franchisees in the United States – along with their franchise attorneys. Prior to 2007, this legal document was known as the Uniform Franchise Offering Circular, or UFOC. The Federal Trade Commission (FTC) ordered the overhaul and gave franchised companies one year to make the shift. Since 1979, the FTC has overseen franchise sales in the country, and the FDD ensures that state and federal government alone can file lawsuits should any alleged violations of the franchise rule take place.

Still, each state has different franchise laws, which means “private rights of action” can and do take place. Lawsuits may be filed if a franchise has allegedly violated disclosure laws required by the FDD. According to the franchise rule, specifications guide who drafts disclosures, who delivers them to franchisees, the delivery method and the timeframe franchisees have to review and submit revisions.

Keeping it Legal

When a franchise agreement is made between two parties, the FDD is the underlying sales contract. It’s the foundation for what’s hopefully a long, healthy relationship between franchisee and the franchised business. Unless both parties agree, this contract cannot be altered (and it’s rare for this to happen). Under current FTC law, a potential franchisee has to have the FDD in hand a minimum of two weeks prior to exchanging money or signing contracts. During this 14-day window, the franchisee can request FDD copies, as long as they’ve submitted their formal franchisee application.

These copies

Obtaining Information From Third Parties – Norwich Pharmacal Orders Explained

How Norwich Pharmacal Orders differ from normal disclosure applications

Norwich Pharmacal Orders differ from standard applications for pre action disclosure against third parties. The key difference is that under the Civil Procedure Rules the application is made where it is likely that the Respondent is going to be a party to the proceedings. Another key difference is that under the Civil Procedure Rules such an application can only relate to disclosure of documentation whereas under a Norwich Pharmacal Order, the application can also relate to the disclosure of information.

Why are Norwich Pharmacal Orders used?

Norwich Pharmacal Orders are commonly used in order to:

I) Identify wrongdoers. For example where a third party has become mixed up in the wrongful acts of others, they are then under a duty to assist the injured party to provide information which will help disclose the true identity of the wrongdoer. Examples of instances where these types of Orders can be very useful include applications against internet service providers and also applications against website hosting companies where content may contain defamatory material or infringe an Applicant’s copyright.

ii) To help identify the full nature of the wrongdoing.

Often it is the case that the Applicant already knows the nature of the wrongdoing when considering seeking injunctive relief by way of a Freezing Order, but in certain circumstances Norwich Pharmacal Orders can be used to help clarify the exact nature of that wrongdoing prior to any applications being made to Court for injunctive relief.

iii) To assist tracing assets and proprietary

Limited Liability and High Risk Behavior in Corporations

We tried to adopt the forward approach of conceptual genealogy focusing on the contextualized meanings and dominant contemporary features; we focused on the fundamental patterns, events and mechanism that give the explanation of conceptual qualitative change. We likewise took the deliberate of exploring the impact of moral-hazard.

Limited liability can be looked as the modern corporation capitalism in the most challenging economic world. This research is seeking to understand how high-risk behavior and limited liability affects the functioning of corporation and looking into the conceptual connection or the really connection between them, we are trying to experience or conclude the structural relations between limited liability and high-risk behavior in corporation, and to understand the important factors of the systemic instability of contemporary capitalism and the challenges and impacts to the economy and societies.

1. Introduction

One of the Main ideals behind history is that, Learning history can improve the condition of the future but yet, the same history that had negative impact to the global economic is still taking place with the same negative impact or worse even with advance technologies. The relative incidence that occurred in 1929 are still occurring in the modern world precisely the stock market crashed and Great Depression of 1929-1939, this incidence caused the suffering of millions of people in the world. The Enron scandal of 2001, the 2008 financial crisis and Deepwater Horizon oil spill in the Gulf of Mexico.

We perceive that limited liability was used by the executives of Enron Corporation to evade taxes and to

Limited Liability and Failure of Professionalism in Corporation

This research is arguing the ideal that corporations must take higher risks to innovate and create value so as to reach their ultimate goals and to be able to compete in global markets with the complex global economy, it is out of professionalism because before working on all projects the first thing is to assess and analyze the risks by professionals, if the company can work or deal with the risks associated with the projects then the project can commence, but the boundaries of dangerous risks should be outline and respected by corporate executives.

We argued that bankruptcy of corporations is the failure of professionalism and that limited liability is the principal influence. We argued that professionalism is when professionals use their skills, status, methods, character or standards of a professional or of a professional organization to analyse risks which should be sufficient to safeguard the corporation not bankrupt or endanger the corporation.

We argued that corporate executives take very high and dangerous risks only when the corporation is facing difficulties because of failed projects caused by lack of professionalism or when carrying on fraudulent activities and the rules of limited liability are seek at these difficult or fraudulent moments.

1. Introduction

Despite all the theoretical expressions, with the state of having a plentiful supply of research materials of empirical evidence that have more visible or prominent positive of correlation between the use of alternatives in payment and various measures of risks, for instance stock-return volatility. These expressions are the work of Agrawal and

Varying the Terms of a Freezing Order

Common grounds for seeking the variation of the terms of a Freezing Order include the following:

The Order is oppressive and the Respondent is unable to pay living, legal or business expenses.

A Respondent is always entitled to have sufficient money to pay reasonable living costs and legal or business expenses. It is common for a Respondent to seek an increase in the allowance given in the Order for either living expenses or legal costs.

Commonly, a sum of £500 a week is provided for in the terms of a Freezing Order in respect of living expenses. However, the Respondent will need to assess whether this amount is appropriate for his/her reasonable living expenses and whether or not an increase should be sought. In order to seek a variation of the living allowances figure, it will be necessary to show what the Respondent’s normal expenditure is, by reference to bank statements and / or facility / loan documents etc. Of course, there may be a number of reasons why a Respondent would not want an Applicant having access to such information.

However, it is not uncommon for the Respondent to have to provide full details of his/her financial position in accordance with the provision of information sections contained within the usual Freezing Order itself.

Furthermore, if the Freezing Order does not support a proprietary claim to the frozen assets (i.e. specifically targeting the assets – see our booklet titled “Freezing Orders – A Practical Guide” then the Court will normally allow a Respondent to use

Is a Freezing Order the Most Appropriate Remedy? Alternative Remedies Considered

It is always worth the Applicant considering whether there are other alternative remedies that could be sought from the court which are less time consuming, costly and potentially risky. Such remedies include for example

An order preserving properties or securing a specific fund.

These orders are commonly granted in situations where there is a dispute as to a party’s entitlement to the property or fund in question. The Court will take into account in any such application whether (I) there is a serious issue to be tried; and (ii) the balance of convenience favours making an order. In the circumstances the grounds upon which such Orders are granted are slightly different to Freezing Order as there is no requirement to show a real risk of dissipation, although the balance of convenience will often be swayed by demonstrating that there is in fact such a risk. If an Applicant considers that he can rely on the cooperation of the party currently holding funds, he can simply apply for an order as opposed to a Freezing Order relating to the funds. This type of application is probably the cheapest and most low key alternative to a Freezing Order and indeed, the order can be granted by a Master (a lower grade of High Court Judge) or even in the County Court. One downside however, is that such a remedy does not give the Applicant the same level of protection as a Freezing Order, which carries a penal notice and puts the Respondent at