A standard form indemnity will extend to "any liability, loss, costs or expenses incurred as a result of or in connection with any breach of this contract by, or the negligence of, the supplier, or any breach of a law by the supplier".
SPAs - Earn Outs and Warranty Caps
Conceptually earn out arrangements are a convenient way of managing price expectations and risk for both sellers and buyers in the contestof business and share sale and purchase agreements.
Exemptions from Prospectus Requirements
There is no requirement to register a prospectus when offering securities if the offer is not made to the public. The most common instance of this is a "private placement", ie an issue or allotment of securities to one or more persons privately.
Limited Partnerships - Some Traps
The major attraction with a limited partnership is its flow through tax treatment (albeit subject to a loss limitation rule) coupled with limited liability protection for the limited partners.
Employee Share Schemes
A key issue with employee share schemes is how to fund employees into the shares.
Corporate Governance - Continuous disclosure and the challenge for non-executive directors
The Rules contain continuous disclosure obligations which require issuers to keep the market fully informed, in a timely way, about material information relevant to the issuer.
Gifting - as easy as ABC now?
There will be gifts galore from 1 October 2011 and no gift duty! As easy as ABC? Not necessarily. The potential scale of gifts which might bemade following removal of gift duty leads to the possibility of big risks for professionals.
Conclusions from Penny & Hooper
The key point to take away from the recent Penny & Hooper decision is not to push the boundary when restructuring.
Land Zero Rating
By now you will probably be familiar with the new rules that apply to the transfser of land for GST purposes. These rules, which came into effect on 1 April 2011 zero rate most transfers of land that are made from one registered person to another. These rules are referred to as the compulsory zero rating (CZR) rules.
Limited Partnerships
A brief word on using limited partnerships for land transactions. Developers will be familiar with the 10 year rule which is broadly that gains on disposal of land (that is not developed) will not generally be taxable where the land is held for not less than 10 years and was not acquired as part of a land dealing or developing business.
Capital Gains Tax
Labour has announced its intention, if elected, to introduce a capital gains tax in New Zealand at 15%, with a carve out for your principal home. Many people have asked me what this would mean.
Professional Development
The Law Commission has released two substantial reports review trusts. They are essential reading.
Latest Developments
The new LTC regime provokes the question whether an LTC is preferred to a LP as a choice of structure and, if so, whether existing LPs shoudl transition to a LTC.
Latest Developments
Legislation introducing the new LTC regime was passed in December.