Tolley's Transfer Pricing Risks Post-BEPS

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January 2018

Issue 137 includes amendments to 24 chapters, namely Chapter 1 (The UK Framework); 3 (Registration and Registered Offices); 3A (Company and Business Names); 3B (Registrars of Companies); 6 (The Constitution); 7 (Legal Personality); 7A (Attribution and Crimes); 8 (Transactions Binding the Company); 9 (Pre-Incorporation Issues); 13 (Directors – Appointment, Removal and Vacation); 14 (Management of a Company); 15 (Directors’ Duties); 16 (Directors’ Specific Obligations); 17 (Relief from Liability); 20A (Disqualification); 30 (Creating Charges); 39 (The UK Framework); 41 (Continuing Obligations); 41A (Corporate Governance); 42 (Market Misconduct); 43 (Liability for Information); 49 (Introduction to Restructuring and Insolvency); 52 (Administration); and 53 (European Insolvency).

General Editor Professor Alistair Alcock has updated 12 chapters, which include Chapters 1, 3A, 6, 7, 7A, 8, 9, 39, 41, 41A, 42 and 43. Minor updating has been carried out in Chapters 8, 9, 39, 41, 41A, 42 and 43. Chapter 7A offers further discussion of Stone v Rolls and looks at, among others, the recent case of Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd. In Chapter 7, Professor Alcock, as part of his updating, discusses subsequent cases to Prest, including R v Boyle Transport (Northern Ireland) Ltd and R v Powell. Chapter 6 provides further analysis of construing the articles and there is a new section on alteration of the articles by informal agreement. Chapter 3A has undergone minor updating and includes a new section on recent rulings. In Chapter 1, there is a fresh look at current and proposed legislation.

Gore-Browne’s Scottish Editor, David Bennett, has provided the latest Scottish developments to Chapters 1, 20A, 49, 52 and 53. Among others, Chapter 52 includes a recent case, Hooley Ltd, Petitioner (Hooley Ltd v The Victoria Jute Co Ltd, on the appointment of an administrator.

Professor John Birds, Emeritus Professor at the Universities of Manchester, Sheffield and Exeter, has reviewed Chapters 15–17. In Chapter 15, recent examples of breaches of the Companies Act 2006, s 172 are included, for example Re CF Booth Ltd and Cullen Investments Ltd v Brown.

Kathleen O’Reilly, Lecturer in Legal Practice at the University of South Wales, has updated Chapter 3B and this includes several new announcements from Companies House and discussion of changes to the register of people with significant control.

Tina Kyriakides from Radcliffe Chambers has reviewed Chapter 3 for minor changes.

Deirdre Ahern from Trinity College Dublin has reviewed Chapters 13 and 14. Chapter 13 includes routine amendments and features, among others, information on remuneration levels and female directors at FTSE 100 companies. There has been a larger degree of change in Chapter 14 and the latest changes to the register of people with significant control are commented on, particularly the 2017 extension to AIM and NEX Growth Market companies.

Update 137 also includes the latest Commonwealth authorities from Professor Andrew Keay, University of Leeds.