Current Legal Issues for Suppliers
March 2018 – Tax Edition
The Brightline test for residential property is to be extended from 2 to 5 years from later this month. The current 2 year period was criticised from inception as potentially too short and relatively easy to work around. With the extension, the ability to work the system, by sitting out the 2 year period will have gone.
March 2018 - Commercial Edition
A key component of the anti-money laundering rules is monitoring of financial services providers by regulators. Inherent in this is the requirement for financial services providers to register under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.
November 2017 - Tax Edition
Relief from tax penalties accompanies making voluntary disclosure. In most cases, making voluntary disclosure is both a sensible and a pragmatic solution to managing tax errors...
November 2017 - Commercial Edition
It is standard for a sale and purchase agreement (whether it be for shares or assets) to be subject to conditions. The most common of these are due diligence and shareholder (or third party) consents...
August 2017 – Commercial Edition...
Redeemable Preference Shares…
Shareholder Loans…
Subscription Agreements…
Eligible Investors…
Acquisitions: Warranty Thresholds and Knowledge Qualifiers…
August 2017 - Tax Edition…
Multilateral Conventions…
Timing of Associated Persons Test…
Taxation of Trusts…
Limited Partnerships as Hybrids…
Partnerships: Asset Contributions…
Tainted Capital Gains...
There is an expectation that proceeds from the sale of capital assets are tax free...
Essential Contract Terms…
Although every contract is unique there are some terms that should not be forgotten...
Takeovers Code – Small Companies Minimum Asset Threshold
Those familiar with the Takeovers Code will immediately sympathise with the inordinate compliance costs...
Debt Remission
An age old problem is the current asymmetric tax outcome when debt is remitted (forgiven) between related or associated parties.
Closely Held Companies
In my last newsletter I commented on proposed changes to the rules for look through companies (LTCs).
Health & Safety Laws
April 1 marks the commencement date for the new health and safety laws.
Restraints of Trade
These are of course often sought and usually given on a business sale.
Approved Issuer Levy/NRWT
Changes are afoot to the rules imposing non-resident withholding tax (NRWT) on related party debt.
Companies and Limited Partnerships Rule Changes
The requirements for New Zealand resident directors of all companies incorporated here have now come into force. so have the strengthened identification requirements that require directors to disclose their date and place of birth.
Purchase Price Adjustments
Share sale agreements invariably provide for an agreed price that presupposes a fixed working capital balance at settlement. That balance is often agreed to be zero which will require the purchaser itself to ensure funding of working capital is available immediately after settlement.
Earn Outs
These are a commonly used vehicle for managing the respective interests and expectations of vendor and purchaser. Conceptually they are straight forward; practically they are anything but.
Restructuring Issues
Groups of companies often strive for simplicity through the disposal of unwanted companies. How is that done?
Issues on selling a business Part 3
This is the third in a series of articles that will appear identifying discrete issues in selling a business.