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Recharacterisation
Recharacterisation in law (and sometimes in accountancy) means the treatment of a certain course of conduct in a different manner to which the participants describe it. The term is most important in the penal law of Continental legal systems. In some civil law countries, judges are empowered to "recharacterise the facts" of a case to make the charges more closely align with the evidence. In these systems, the legal charges contained in the indictment are only suggestions from the public prosecutor to the court. The judge may, if it becomes clear that the facts actually support different or additional charges, change the legal characterisation of those facts. Under English law, Lord Hanworth MR referred to the proposition: When the recharacterisation of the facts results in additional charges, or charges which carry a greater penalty, the defense council is usually given an opportunity to be heard concerning the recharacterisation and may request a suspension of the trial to st ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Welsh Development Agency V Export Finance Co Ltd
''Welsh Development Agency v Export Finance Co Ltd'' 992BCLC 148 (often abbreviated to ''WDA v Exfinco'') is a judicial decision of the English Court of Appeal. The decision related to a number of aspects relating to complex financing arrangement, but is most often cited for the decision in relation to recharacterisation. The decision is now probably the leading English law case in relation to recharacterisation risk in financial transactions. Facts The Parrot Corporation was a company which manufactured and exported floppy disks. The company was a start-up venture funded by the Welsh Development Agency (WDA). As part of the financing provided to the company by the WDA, the WDA took security by means of an all-assets floating charge over the company's assets and undertaking. The company then sought to raise further finance from the Export Finance Co Ltd (Exfinco). That financing was documented principally under a master agreement which Staughton LJ referred to in the jud ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Re Curtain Dream Plc
''Re Curtain Dream plc'' 990BCLC 925 is a judicial decision of the English courts in relation to recharacterisation. It held that where a transaction was documented in a certain way to mask the true nature of the transaction, the court could disregard the mask and construe the transaction as it was intended to be in truth. The court held that properly construed the transaction in question was a mortgage which was void against a liquidator for non-registration. Facts Curtain Dream plc was a fabric company. It was indebted to Barclays Bank who had taken security over all of the company's assets. Subsequently, the company entered into a financing arrangement with Churchill Merchanting Ltd. Under that arrangement the company would sell all of its stock in trade to Churchill. Churchill would then sell that stock back to the company on retention of title terms, such that the stock remained the property of Churchill until the company sold it to a third party. The company would ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Security Interest
In finance, a security interest is a legal right granted by a debtor to a creditor over the debtor's property (usually referred to as the ''collateral'') which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations. One of the most common examples of a security interest is a mortgage: a person borrows money from the bank to buy a house, and they grant a mortgage over the house so that if they default in repaying the loan, the bank can sell the house and apply the proceeds to the outstanding loan. Although most security interests are created by agreement between the parties, it is also possible for a security interest to arise by operation of law. For example, in many jurisdictions a mechanic who repairs a car benefits from a lien over the car for the cost of repairs. This lien arises by operation of law in the absence of any agreement between the parties. Most security interests are gr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Retention Of Title Clause
A retention of title clause (also called a reservation of title clause or a ''Romalpa'' clause in some jurisdictions) is a provision in a contract for the sale of goods that the title to the goods remains vested in the seller until the buyer fulfils certain obligations (usually payment of the purchase price). Purpose The main purpose of retention of title ("ROT" or "RoT") clauses is to ensure that where goods are supplied on credit, if the buyer subsequently goes into bankruptcy, the seller can repossess the goods. They are often seen as a natural extension of the credit economy; where suppliers are expected to sell goods on credit, there is a reasonable expectation that if they are not paid they should be able to repossess the goods. Nonetheless, in a number of jurisdictions, insolvency regimes or credit arrangement regimes prevent title retention clauses from being enforced where doing so would upset administration of the regime. Retention of title clauses are mandated in the E ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Synthetic Lease
A synthetic lease is a financing structure by which a company structures the ownership of an asset so that – * for financial accounting purposes (under pre-2003 U.S. financial accounting rules), the asset is owned by a special-purpose entity and leased to the operating company under an operating lease. The special-purpose entity is usually owned by the lessee / operating company, and is given just enough independence so that it can be taken off the operating company's balance sheet. The asset is thus recorded as an asset on the balance sheet of the special purpose entity, not of the lessee / operating company. Thus, depreciation of the asset need not be charged against income of the operating company. Instead, the lease payments are recorded as an expense on the income statement. * for tax purposes, the asset is owned by the operating company (or the special-purpose entity is consolidated with the operating company, so that the two are treated as a single entity for tax accoun ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Floating Charge
A floating charge is a security interest over a fund of changing assets of a company or other legal person. Unlike a fixed charge, which is created over ascertained and definite property, a floating charge is created over property of an ambulatory and shifting nature, such as receivables and stock. The floating charge 'floats' or 'hovers' until the point at which it is converted ("crystallised") into a ''fixed charge'', attached to specific assets of the business. This crystallisation can be triggered by a number of events. In most common law jurisdictions it is an implied term in the security documents creating floating charges that a cessation of the company's right to deal with the assets (including by reason of insolvency proceedings) in the ordinary course of business leads to automatic crystallisation. Additionally, security documents will usually include express terms that a default by the person granting the security will trigger crystallisation. In most countries fl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Accountancy
Accounting, also known as accountancy, is the measurement, processing, and communication of financial and non financial information about economic entities such as businesses and corporations. Accounting, which has been called the "language of business", measures the results of an organization's economic activities and conveys this information to a variety of stakeholders, including investors, creditors, management, and regulators. Practitioners of accounting are known as accountants. The terms "accounting" and "financial reporting" are often used as synonyms. Accounting can be divided into several fields including financial accounting, management accounting, tax accounting and cost accounting. Financial accounting focuses on the reporting of an organization's financial information, including the preparation of financial statements, to the external users of the information, such as investors, regulators and suppliers; and management accounting focuses on the measurement ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Contract Law
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Contract law, like other areas of private law, varies between jurisdictions. The various systems of contract law can broadly be split between common law jurisdictions, civil law jurisdictions, and mixed law jurisdictions which combine elements of both common and civil law. Common law jurisdictions typically require contracts to include consideration in order to be valid, whereas civil and most mixed law jurisdictions solely require a meeting of the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Sydney Templeman, Baron Templeman
Sydney William Templeman, Baron Templeman, MBE, PC (3 March 1920 – 4 June 2014) was a British judge. He served as a Lord of Appeal in Ordinary from 1982 to 1995. Early life and career Templeman was born on 3 March 1920, the son of Herbert William Templeman (a coal merchant) & his wife Lilian née Pheasant. He was educated at Southall Grammar School and St John's College, Cambridge, where he was a scholar and read History. His studies were interrupted by World War II. In 1941, he was commissioned into the 4 Gorkha Rifles, and saw action on the Northwest Frontier, at Arakan, Imphal, and Burma. For his wartime service, he was mentioned in dispatches, and was demobilised as an honorary Major, and then later appointed an MBE for his war service. After the War, he returned to Cambridge to finish his studies, and read Law. He was called to the bar by the Middle Temple, where he was a Harmsworth Scholar, but joined Lincoln's Inn '' ad eundem'' as a MacMahon Scholar. He also pra ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Leasing
A lease is a contractual arrangement calling for the user (referred to as the ''lessee'') to pay the owner (referred to as the ''lessor'') for the use of an asset. Property, buildings and vehicles are common assets that are leased. Industrial or business equipment are also leased. Basically a lease agreement is a contract between two parties: the lessor and the lessee. The lessor is the legal owner of the asset, while the lessee obtains the right to use the asset in return for regular rental payments. The lessee also agrees to abide by various conditions regarding their use of the property or equipment. For example, a person leasing a car may agree to the condition that the car will only be used for personal use. The term rental agreement can refer to two kinds of leases: * A lease in which the asset is tangible property. Here, the user '' rents'' the asset (e.g. land or goods) ''let out'' or ''rented out'' by the owner (the verb ''to lease'' is less precise because it can ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
