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Usurpation of an expiring business opportunity carried by a subsidiary, can a manager of his holding be held liable? | Dentons

introduction

Can a director of a holding company be held in breach of his fiduciary duties to the company if he usurps a maturing business opportunity pursued by the company through the activities of his wholly owned subsidiary? This question was answered in the affirmative by the General Division of the High Court of Singapore in OOPA Pte Ltd v Bui Sy Phong [2021] SGHC 142 (OOPA) after considering the separate legal personality issues and the appropriate claimant rule.

Background

The applicant is a Singaporean holding company which owns 100% of its foreign subsidiary (subsidiary). The defendant was a director of both the plaintiff and the subsidiary. At the end of November 2018, the Subsidiary started a new activity known internally as “CSB”. The project was to create a new company in Singapore (Telio) with a new foreign subsidiary to take over the CSB. While it was agreed that the shareholding of Telio would consist of three components, the proportions of these components as well as the valuation to be attributed to Telio were still the subject of ongoing discussions when the Respondent incorporated Telio and became its sole shareholder. .

Acting without the knowledge or consent of the other directors of the Plaintiff, the Defendant asked Telio to participate in a start-up acceleration program known as Surge Ventures (Surge) and signed, on behalf of de Telio, a terms sheet and a convertible note agreement with Surge. When these events came to light, the Plaintiff brought legal action alleging that the Defendant held its shares in Telio as an express and / or implied agent and / or trustee of the Plaintiff.

Decision

The right complainant

The Court first considered the Respondent’s contention that the Plaintiff was not the correct party to sue because the new business (i.e. CSB) was owned by the Subsidiary and the Plaintiff was only its shareholder. Although it was the Subsidiary which carried out the CSB, the Court admitted that the claim – as formulated – was duly brought by the Plaintiff because he was claiming what he claimed to be his asset as well as the loss directly. suffered by it. It was held that, in principle, the same person may have fiduciary obligations under different relationships or towards different principals. The same act or omission may constitute a breach of a fiduciary duty owed to more than one principal. The fact that there may have been a breach of duty to another principal does not negate or limit the rights of the first principal against the defaulting trustee. The conduct of the trustee should be measured and judged on the basis of the scope and content of his duty to the principal who operates it, which will be the subject of the next issue.

Breach of fiduciary duty

It is commonplace that the director of a company is not allowed to usurp for himself or to divert for the benefit of another person or company with whom or within which he is associated a matured business opportunity that his company pursues. actively. Applying this principle, the Court found that:

  1. the CSB was a maturing business opportunity as, among other things, the defendant had, on January 16, 2019, described the CSB as having been active for a month and a half and having “shown good traction in terms of revenue growth and profitability “;
  2. the CSB belonged to the Applicant and not to the Subsidiary. Based on his contemporary emails, the Respondent fully understood that it was the Claimant who had the right to decide whether the CSB should remain within the branch or be separated from the new entity. The plaintiff 100% owned the branch and had the final say in the affairs of the branch. Furthermore, it was significant that the plaintiff protected his position by assigning the intellectual property of the subsidiary (including those relating to the CSB) to himself. The CSB therefore belonged to the applicant; and
  3. the CSB was actively pursued by the plaintiff. In doing so, the Court rejected the defendant’s attempt to avoid liability, arguing that, at most, the subsidiary (and not the plaintiff) was the one suing the CSB. As the Court held, a business opportunity for the plaintiff can be realized through its subsidiary, and accepting this proposal would not confuse the plaintiff or the subsidiary, nor would it violate the doctrine of separate legal personality of companies.

For these reasons, the defendant had breached its fiduciary duties to the plaintiff.

Remedies

The Court agreed with the Plaintiff that the Defendant held its shares in Telio on an express and / or institutional implied trust for the Plaintiff. As a result, the court ordered the defendant to transfer its entire stake in Telio to the plaintiff and to recognize all dividends derived from these shares.

Conclusion

The bottom line is that a director of a holding company can be held liable for usurping a maturing business opportunity actively pursued by the company through the activities of its wholly owned subsidiary. In this regard, the court will take a common sense approach in deciding whether the business opportunity belongs to the subsidiary or the holding company. Therefore, a defaulting trustee cannot escape liability by simply invoking the doctrine of separate legal personality and the appropriate plaintiff rule in asserting that the misused business opportunity belonged to another party.

In addition, the decision of OOPA demonstrates that an exclusive remedy can be granted for a breach of fiduciary duty, as opposed to a simple award of damages. If this is the case, the defaulting trustee may be held liable for the gains it has made as a result of its default, which often outweigh the losses incurred.

Dentons Rodyk thanks and thanks intern Tan Jing Yan for her contributions to this article.

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AWS “settles the tax situation” with the establishment of a New Zealand entity

By Shannon Williams,
Today

Amazon Web Services has announced that it is undergoing a corporate reorganization that proposes that Amazon Web Services New Zealand Limited replace Amazon Web Services, Inc.

The move will also see Amazon Web Services New Zealand Limited be named a reseller of AWS cloud services for accounts based in New Zealand.

The company has not confirmed a specific date for the launch.

Accounts that have been identified as New Zealand-based will purchase services from AWS New Zealand instead of AWS Inc. at launch.

In a letter to customers, the tech giant says there are several steps to prepare for the change:

If you are a business / government entity, please visit the Tax Settings page of the AWS Billing Dashboard and update your New Zealand Business Number and other tax information. If you are an individual or have a non-business account, please verify that your billing and / or contact address is up to date.

How it affects you

The AWS Customer Agreement or other agreement with AWS Inc. governing your use of the AWS Cloud Services will be replaced by a new AWS Customer Agreement or other agreement (if applicable) with AWS New Zealand as the AWS contracting party for your (s). accounts. based in New Zealand.

  • Your continued use of AWS Cloud Services after the change will constitute your acceptance of the new contract.
  • All AWS cloud services will continue to be available during this launch.
  • Your content, configurations, access rights and security settings will remain the same.
  • The prices will remain in US dollars and the offers will remain the same as those offered by AWS Inc.
  • If you pay by credit card, you will pay in New Zealand dollars by default. If you are paying by invoice, you will have the option of paying in New Zealand dollars or US dollars.
  • Amazon Connect, Amazon Pinpoint, Amazon SNS, Amazon SES, and Amazon Chime services will be sold by AWS New Zealand, with the exception of PSTN related features which will continue to be sold by AMCS LLC and billed by AWS Inc.
  • You will be billed by AWS New Zealand for purchases made from AWS New Zealand. For any purchase from AMCS LLC or AWS Inc., customers will continue to receive invoices from AWS Inc. Customers who previously received commercial invoices and tax invoices separately will now receive a tax-compliant invoice. square.
  • All customers with accounts based in New Zealand will be charged 15% GST on all services sold by AWS New Zealand. For services sold by AMCS LLC, the current tax experience will continue.
  • AMEX, Visa and MasterCard will be the supported card payment methods for AWS New Zealand.
  • If you pay by invoice, you will remit your payments to the new local bank account (remittance information will be provided closer to the launch date).
  • Much of your experience on the Billing Console will remain the same, except you’ll see AWS New Zealand as a separate legal entity, highlighting the use of New Zealand. Invoices generated by AWS New Zealand will be uploaded to the console on the Invoices page for you to review.
  • If you are a Proserve, Marketing and Training (PMT) customer, your billing experience and the entity with which you transact will remain unchanged. Your payout information will change to match that of cloud services. If you have accounts based in New Zealand and other countries, you will receive separate invoices based on the country associated with your accounts.
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Nelson Mullins partners with small energy company in ‘new’ approach

Nelson Mullins Riley & Scarborough partners with SB Law PLLC, the firm founded by former Reed Smith partner Regina Speed-Bost, to provide energy and regulatory advice to clients and advance its diversity goals.

SB Law and Speed-Bost will advise Nelson Mullins’ energy team and corporate management group in the federal, state and local energy regulatory space.

“This is another way for a large corporation to show its support for a minority woman-owned business,” said Speed-Bost.

“It’s really a big company that puts real money in its mouth when it comes to diversity, equity and inclusion,” she added.

Speed-Bost founded SB Law in July 2020 after more than two decades in Big Law, notably with Reed Smith and Schiff Hardin. Prior to entering private practice, she spent nearly eight years as an attorney with the Federal Energy Regulatory Commission and served as legal counsel on natural gas and pipeline matters to the former commissioner of the FERC, William Massey.

Speed-Bost said she began speaking with Nelson Mullins as she launched SB Law, which focuses on energy administrative and regulatory matters before state and federal entities. Although the two firms have collaborated since the creation of SB Law, Nelson Mullins formalized the agreement, which she calls “a new approach”.

Although in a traditional advisory relationship, the individual lawyer is part of the firm, Speed-Bost is a stand-alone entity and is remunerated by Nelson Mullins as a supplier. She owns 100% of SB Law and Nelson Mullins has no interest in the firm.

“I still market and serve clients on a stand-alone basis as SB Law, but now I can join forces with Nelson Mullins as they move forward and look to their clients,” said Speed- Bost. “We can market this together more directly. “

Speed-Bost said the collaboration gives her greater reach with clients she might not have had access to, and it also allows her firm to have the support of Nelson Mullins partners.

Speed-Bost works with clients in the energy and natural resources sector, including natural gas companies, local distribution companies and electric utilities, on various issues related to administrative and regulatory law of the energy.

“Regina has been a valuable co-advisor to several Nelson Mullins clients with energy regulatory needs,” said Larry Ostema, who co-leads Nelson Mullins’ energy industry group in a statement.

“His long career with federal and state regulators provides much needed legal, regulatory and policy assistance when our clients need it most,” he added.

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The Autorité des Marchés Financiers has authorized the public offer of investment shares of the first collective investment body specializing in the real estate sector

In short

The Office of the National Superintendent of Securities (SUNAVAL) has authorized the issuance of a minimum of 20 million investment units and a maximum of 40 million with a nominal value of VEF 100 and a minimum investment amount of 100,000 VEF of the first collective investment entity specializing in the real estate sector, called Fibra One, which is promoted by Fintech Valores Sociedad de Corretaje.1


Collective investment undertakings are governed by the law on collective investment undertakings2 and the law on the securities market3, and are defined as institutions that channel contributions from investors intended to build up capital or equity, made up of a portfolio of securities or other assets. Investment units are the different types of securities issued by collective investment undertakings, such as shares, quotas, participations or other instruments that give investors rights regarding the ownership and repayments of capital or securities. assets of the respective entity in proportion to their investments (article two, Law on undertakings for collective investment).

Collective investment undertakings must comply with certain requirements for their operation (article 12, Law on collective investment undertakings) and must be established by public offer (article 14, Law on collective investment undertakings). Depending on their specific nature, they may invest in any movable or immovable property, including, but not limited to, transferable securities or other rights issued by legal persons, public or private, in local or foreign currency, located in the ‘abroad or in the country. Likewise, collective investment undertakings may invest in risk capital (article five of the Law on collective investment undertakings).

As authorized by SUNAVAL, funds from the issuance of investment units will be invested in real estate assets, boosting the construction and real estate sectors.

With this issue, collective investment undertakings reappear as financing vehicles promoted by stock market operators, which represents a new business opportunity for the real estate and capital markets sectors.

Click on here read the alert in Spanish.


1 Read more here and here.

2 Law on collective investment undertakings published in the Official Journal n ° 36.027 of 22 August 1996.

3 Law on the securities market published in the Official Journal No. 6211 of December 30, 2015.


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Is forming an LLC worth it? : Caribbean News from South Florida

So you want to start a business, eh? Well, this is great! You are about to embark on an exciting journey. However, before you jump right in, there are a few things you should know. One of them is the decision whether or not to start your own LLC. When you are starting a small business and deciding on the level of protection you need for yourself and your business, the answer is often “a lot”. This article will show why setting up an LLC might be worthwhile for your new business.

What is an LLC?

A limited liability company is a form of entity that protects the personal property of its members. LLC offers more protection than a sole proprietorship or global partnership because it does not have one, but two levels of legal entities: one for the company and another for the natural persons who own the company.

LLCs protect both the personal property of owners and the business, making it much easier to recover from a lawsuit.

Why you should form an LLC

Incorporating a limited liability company can be an attractive option for the sole proprietor who wishes to limit personal liability or for owners of small businesses with multiple shareholders. Many guides suggest that you should start an LLC, however, it is important to understand all the legal and financial implications before making this decision. Integrating your small business may seem like the next logical step in its growth, but there are many factors that you need to consider before deciding on this form of protection.

Benefits of forming an LLC
  • Limited liability – The LLC protects members from being held responsible for any liability that does not belong to them.
  • Unique property security – In a sole proprietorship, if you die or are injured and cannot work, your business ceases to exist. When there is more than one owner in an LLC, this risk is eliminated.
  • More tax advantages – You can write off more business expenses when you work as a sole proprietorship than if you were in an LLC. With an LLC, individual members are responsible for paying taxes on their share of “profits”, not just on the profits of the business.
  • Distribution of interest – The LLC allows each member to be allocated a certain number of “shares” in the company or even percentages. This allows more flexibility than a sole proprietorship and better ensures equitable income sharing.
Disadvantages of forming an LLC
  • Costs – Starting an LLC can be expensive. You will need to pay business fees, state filing fees, and paperwork fees.
  • Management structure – In order to maintain the benefits of a limited liability company, you must have management structures in place that separate decision-making between the general partners and the managers who are responsible for managing the day-to-day operations.
  • Financial needs – State requirements require that an annual report be filed with its corresponding state agency if you are an LLC.
When should you start your LLC?

Forming an LLC should only be done after you have explored other options and considered what is best for your business. You may want to train one if:

  • You’re a SME boss with several shareholders or do not want to share the profits between the partners but rather prefer to sell shares in your company.
  • You are a sole proprietor and wish to limit your personal liability.
  • You are looking for more tax advantages than that of a sole proprietorship.
How much will it cost to form an LLC?

It is difficult to give a precise figure for the incorporation cost your small business as it will depend on several factors.

The state you live in, and whether or not there are local taxes that apply. For example, California charges an annual fee when filing its articles with the office of the secretary of state.

Questions You Should Ask Yourself Before Starting an LLC
  • What is your goal with this business?
  • What will the average profit be per year, and how much do you want to reinvest in the business?
  • How important should your personal income be before forming a sole proprietorship or LLC becomes more beneficial than just being a person working for yourself?
  • What’s your timeline?
  • Would you like to take on more personal responsibilities in the future, or would you rather just focus on managing day-to-day operations when necessary?

Forming an LLC is worth it

The decision to form an LLC should only be made after you have explored the options and considered what is best for your business. If you want to limit your personal liability, seek more tax benefits than a sole proprietorship, or just need help managing day-to-day operations when needed, then setting up an LLC may be worth it. !

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Achilles Therapeutics announcement – GuruFocus.com

By Posted on 0 Comments4min read10 views

LONDON, Aug 25, 2021 (GLOBE NEWSWIRE) – Achilles Therapeutics plc (ACHL), a clinical-stage biopharmaceutical company that develops precision T-cell therapies to treat solid tumors, today announced that U.S. patent US 11 098121 and European patent EP3347039B have been granted. The patents cover a method of identifying cancer patients who may respond to a checkpoint inhibitor (CPI) by determining the total number of clonal neoantigens or the ratio of clonal and subclonal neoantigens in patients’ cancer cells. Clonal neoantigens are neoantigens present on all tumor cells and absent from healthy tissue.

Patents are based on data showing that patients with higher numbers of clonal neoantigens respond better to checkpoint inhibitor therapy1. These initial results were confirmed in subsequent studies showing that clonal tumor mutation burden was the strongest predictor of response to IPC in seven different tumor types and three different classes of IPC in over 1,000 patients. processed by IPC.2.

“This is another important step in building our intellectual property position around our precision T-cell therapy platform, supporting our approach to targeting the clonal neoantigens that we identify with our proprietary PELEUS.® bioinformatics platform, ”said Dr Iraj Ali, CEO of Achilles Therapeutics. “This adds to the growing body of data supporting our thesis that clonal neoantigens are the best targets in the treatment of solid tumors. Our technology allows us to prospectively identify and target all of a patient’s unique clonal neoantigens and develop neoantigen-reactive clonal T cells, or cNeT, and ensure that these reactivities are present in the final drug through to our power release test. “

Patents are assigned to Cancer Research Technology and licensed exclusively to Achilles in certain areas. The inventors include three of Achilles’ co-founders, Dr. Sergio Quezada, Scientific Director, Dr. Karl Peggs, Chief Medical Officer, and Professor Charles Swanton, Royal Society Napier Cancer Professor and Chief Clinician of Cancer Research UK, as well as Group Leader at Francis Crick Institute and UCL.

“Achilles continues to advance its development of precision T cell therapies for solid tumor cancers. These patents illustrate the pioneering work Achilles and Cancer Research UK have done in the area of ​​clonal neoantigens, ”said Tony Hickson, business manager of Cancer research in the UK.

1McGranahan et al 2016, Science, https://science.sciencemag.org/content/351/6280/1463
2Litchfield et al 2021, Cell, https://www.cell.com/cell/pdf/S0092-8674(21)00002-7.pdf

About Achilles Therapeutics
Achilles is a clinical-stage biopharmaceutical company developing precision T-cell therapies targeting clonal neoantigens: protein markers unique to the individual that are expressed on the surface of every cancer cell. The Company has two ongoing Phase I / IIa trials, the CHIRON trial in patients with advanced non-small cell lung cancer (NSCLC) and the THETIS trial in patients with recurrent or metastatic melanoma. Achilles uses each patient’s DNA sequencing data, along with its proprietary PELEUS ™ bioinformatics platform, to identify patient-specific clonal neoantigens, then develop precision T-cell-based product candidates specifically targeting these patients. clonal neoantigens.

About the Cancer Research UK Business Partnerships team
Cancer Research UK is the world’s leading cancer charity dedicated to saving lives through research. Cancer Research UK’s dedicated Business Partnerships team works closely with leading international cancer scientists and their institutes to protect intellectual property arising from their research and to establish links with business partners. Cancer Research UK’s business activity is conducted through Cancer Research Technology Ltd., a wholly owned subsidiary of Cancer Research UK. It is the legal entity that pursues research on drug discovery within the framework of thematic alliance partnerships and offers various commercial partnership agreements.

http://commercial.cancerresearchuk.org/

Forward-looking statements
This press release contains express or implied forward-looking statements which are based on the beliefs and assumptions of our management and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our results, performances or achievements are materially different from the future results, performances or achievements expressed or implied by these forward-looking statements. The forward-looking statements contained in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will change our perspective. However, although we may choose to update these forward-looking statements at any time in the future, we currently have no intention of doing so, except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our opinions as of a date subsequent to the date of this press release.

More information :

Lee M. Stern – Vice-President, IR and External Communications
+1 (332) 373-2634
[email protected]

Strategic communication of the Consilium
Mary-Jane Elliott, Sukaina Virji, Melissa Gardiner
+44 (0) 203 709 5000
[email protected]

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