July 2008

Contents:

 

CASES Public roles of NZX Personal contribution of directors for conduct prior to liquidation (s301 Companies Act 1993) Mortgage transfers Duty of care in exercising power of sale Notice requirements under Property Law Act LEGISLATION Revised Code of Banking Practice Reserve Bank of New Zealand Amendment Bill reported back Securities Commission oversight review of NZX Insolvency (Cross-Border) Act 2006 in force Capital markets taskforce

SNIPPETS Joint ventures in the Australian resources sector: Part 2 ASIC approves new complaints scheme Draft Personal Property Securities Bill released Current developments and the future of the Uniform Consumer Credit Code British Eagle revisited - airlines "jumping the queue" in insolvency Voluntary administration: the Australian experience Segard Masurel (NZ) Limited v Nicol & Ors Has directors' liability gone too far or not far enough? A review of the standard of conduct of directors under sections 180-184 of the Corporations Act Regulating Financial Services in the UK

Bank of New Zealand & Access Brokerage Limited (In Liq) v New Zealand Exchange Limited, [2008] NZCA 25

This case was an appeal from the High Court decision of Harrison J, reported at [2007] 1 NZLR 663, granting an application to strike out brought by New Zealand Exchange Limited ("NZX") against Bank of New Zealand ("BNZ") and Access Brokerage Limited ("Access").

In the High Court, the Appellants (BNZ and Access) claimed that NZX breached duties of care in tort to protect Access and Access's clients (for whom BNZ was subrogated) against their losses resulting from the liquidation of Access. Access also pleaded a breach of contractual duties. The focus of the claims was on NZX's performance of its statutory function of inspection of the financial information provided by Access in the year leading up to its failure. Thus the principal issue was whether NZX was a public regulator immune from private law duties of the type relied on by the Appellants.

BNZ argued that NZX is a commercial body, listed on the stock exchange and operating a securities market for the purpose of making a profit for its shareholders, not a statutory regulatory body representing the general public interest. The latter role, argued BNZ, was fulfilled by the Securities Commission.

Access's claim for breach of contract was based on a term in the NZX rules (the contract) that in carrying out his or her duties, an inspector should exercise normal professional care and skill, and that NZX did not adequately inspect, test or review Access's records.

BNZ's and Access's argument was struck out in the High Court. However, the Court of Appeal reinstated their claim, finding that:

• the commercial focus of NZX was evidenced in its decision to move the inspectorate function in-house;
• the extent of ministerial involvement with the NZX rules is fairly limited;
• while the NZX has some functions that are regulatory in kind, these are not in the same category as, for example, the Securities Commission;
• the NZX's regulatory functions do not come within the category of quasi-judicial on their face; and
• while aspects of NZX's role will necessitate consideration of the public interest, the commercial role of NZX puts it in a different category.

Accordingly, there was an issue to be decided that required hearing evidence, and the case should not be struck out.

NZX applied for leave to appeal to the Supreme Court, but leave was declined (see New Zealand Exchange Limited v Bank of New Zealand & Ors SC 13/2008 [23 July 2008].

Condrens Parking Ltd (in receivership and liquidation) (HC Wellington, CIV 2004-485-002611, 13 May 2008, Clifford J).

The case was brought under section 301 of the Companies Act 1993, which applies to companies in liquidation. This section gives the court power to inquire into the conduct of directors and order them to contribute to the assets of a company where there is an alleged breach of directors' duties or negligence prior to the company going into liquidation. In bringing the action, the legal proposition on which the plaintiffs relied was that where a company is, or is near to being, insolvent, the duties that the directors owe to that company require them to consider the interests of the company's creditors.

In this case the liquidators claimed the directors breached their duty in two ways: first, where they allowed the company to irrevocably advance funds to a related company (with the effect that the company allegedly became technically insolvent), and secondly because they allowed the company to enter into long-term parking lease contracts where there was no reasonable basis that it could meet its future contractual obligations. The liquidators alleged that section 136 (duty in relation to obligations) and section 135 (reckless trading) had been breached by the directors of the company.

The defendants argued that the company was not insolvent, or of sufficiently doubtful solvency, at the relevant time and therefore duties to creditors did not arise. They also asserted that the directors did not trade recklessly and had instead made reasoned and balanced business decisions supported by proper decision making processes. The defendants also cited the fact that the directors had proposed to raise additional funding for the company to support it through its period of hardship and the fact that the company had paid all of its trade creditors in full prior to being placed in liquidation.

To determine whether the duties were breached, detailed evidence of the corporate governance of the company, together with six years of financial data, was presented to the court. In his judgment Justice Clifford acknowledged there was a lot left to be desired with regard to the company's governance and that although the company was in poor financial health it was not in fact proved to be technically insolvent under section 4 of the Companies Act when it entered into the lease contracts. Justice Clifford also ruled that any failure by the directors to assess and quantify risks when entering into the long-term leases, and to provide additional capital to address those risks, was not causative of the losses the liquidators were seeking to recover.

On this basis the court held that, on the facts, there was no duty on the directors to have particular regard to the interests of its creditors, and consequently the directors had no liability to contribute to the shortfall in the liquidation under section 301.

The case of Queensland Premier Mines Pty Limited v French (2007) 240 ALR 234 discussed section 62 of the Land Transfer Act 1994 (Qld) ("Act") and, in particular, whether the section operated to vest in the transferee of a mortgage the right to recover moneys under a separate loan agreement which was said to be secured by the mortgage. The mortgage had been transferred, but no transfer or other instrument had been entered into transferring the rights under the loan agreement to the transferee of the mortgage. The case is worthy of note because there are similar provisions in New Zealand's Land Transfer Act 1952 (section 97).

In the case the question was whether a right to recover moneys under loan agreements secured over land was a right to 'recover a debt or enforce a liability under the mortgage' within the meaning of section 62(4) of the Act. Section 62 of the Act provides:

Effect of registration of transfer:

1. On registration of an instrument of transfer for a lot or an in interest in a lot, all the rights, powers, privileges and liabilities of the transferor in relation to the lot vest in the transferee.
2. Without limiting subsection (1), the registered transferee of a registered mortgage is bound by and liable under the mortgage to the same extent as the original mortgagee.

The case went to the High Court of Australia and the decision of the court was given by Keiffel J. Her Honour said the primary concern of the Act, as reflected in section 62(1), is to convey the rights of the transferor in relation to their interest in 'the lot', which is defined to mean land. She then went on to say that words of the section provide no warrant for a construction that extends the right to recovery of a debt merely collaterally secured by the mortgage.

The court found that the debt sought to be recovered arose under the loan agreements, not under the mortgages. Therefore, section 62 could not operate to vest those rights in the transferee.

This case shows that it is important to ensure that a mortgage does in fact secure debt. If it does, then statutory provisions relating to a transfer of the mortgage will ensure that underlying debt is also transferred.

In Fortson Pty Limited v Commonwealth Bank of Australia (2008) 100 SASR 162, the Supreme Court of Australia held that although Commonwealth Bank of Australia ("CBA") had not offered mortgaged property for sale, as required to comply with section 420A(1)(a) of the Corporations Act 2001 (Cth), as the property had been sold for more than its market value, the mortgagor had no claim against CBA. The consideration of what is market value is worthy of mention.

Market value is not defined in the Corporations Act and Spencer v Commonwealth (1907) 5 CLR 418 is often used to set out the factors to be taken into account in determining the market value of an asset. In summary, this is the price at which a willing vendor would sell to a willing buyer, where neither is so anxious as to overlook normal business and commercial considerations and both are in possession of all necessary information to determine the value of the relevant asset.

In Fortson Debelle J found that it was possible to objectively determine the market value of the property, the Plaza Hotel. He did this by taking into consideration the estimated room occupancy rates, the average nightly room rate, the 'rent to turnover rate', the capitalisation rate to be applied to the imputed rent, a 'letting up allowance' and necessary maintenance costs as the Plaza Hotel was in poor condition. From this Debelle J calculated an exact market value for the property. As it turned out, the price calculated was less than the price for which the hotel was sold. Consequently, notwithstanding that CBA did not publicly advertise the hotel for sale, there was no actionable breach of section 420(1)(a).

The case of Joan Elizabeth Bishop and Ors v Financial Trust Limited (CA160/07 18 June 2008) addressed the issue of what constitutes notice of assignment of a creditor's rights under a guarantee for the purposes of section 130 of the Property Law Act 1952 ("Act").

Joan Bishop, Donald Bishop, David Tobin and Emma Fursman (the "Guarantors") guaranteed the obligations of BFA Development Company Limited ("BFA") in respect of loans from Securities Registry Limited ("SRL"), as trustee of the Securities Registry (No. 3) Trust, made in January and October 2003. In December 2003, Financial Trust Limited ("FTL") took over the role of trustee of the trust pursuant to a Deed of Removal. Under the Deed of Removal, all of SRL's rights and obligations in relation to the trust were transferred to FTL. The trust's name was changed to "Financial (No. 3) Trust".

The Guarantors were given notice of the Deed of Removal and the resulting assignment of SRL's rights in relation to the guarantee of the BFA loan to FTL by notices dated 28 November 2003, ie before the Deed of Removal was effective. These notices purported to be given pursuant to section 130 of the Act.

In December 2004 and March 2005 FTL, BFA and the Guarantors entered into deeds of variation varying the original loan agreement. In April 2005, BFA defaulted on its obligations under the loan agreement and FTL sought to enforce the guarantee by the Guarantors. The Guarantors argued that they had not received notice of the assignment of SRL's rights under the guarantee for the purposes of section 130 of the Act and accordingly FTL could not enforce the guarantee.

Section 130 of the of the Act requires that for assignment of a debt or a legal or equitable thing in action to be effective, written notice must be given to the debtor or other person against whom the assignor previously had rights. In the High Court, the judge found that the notices given to the Guarantors dated 28 November 2003 constituted notice under section 130. However, the Court of Appeal found that the 28 November notices were not sufficient for the purposes of section 130, as they were given before the assignment had occurred. This interpretation was a matter of logic: section 130 provides that an assignment will be effective from the date that notice is given. Accordingly, notice must be given at the time of or after the assignment takes place, otherwise the result is nonsensical.

However, the Court of Appeal considered that the deeds of variation entered into in December 2004 and March 2005 did constitute effective notice under section 130. Although the deeds of variation did not explicitly refer to the assignment, FTL was referred to as the lender under these deeds. The deeds of variation made no sense unless an assignment had taken place. Accordingly, the Guarantors' argument that FTL could not enforce their guarantee because they had not received notice of the assignment failed.

The New Zealand Bankers Association has revised section 8 of the Code of Banking Practice, which relates to internet banking, with effect from 1 July 2008. The changes to section 8 are:

• the current practice of banks reimbursing genuine victims of Internet Banking fraud is affirmed and is stated as a guiding principle;
• the reference in the 2007 Code to banks reserving the right to request access to verify protective systems has been removed; and
• the previous requirement that customers accessing their accounts via the internet have up to date security systems on their computer has been amended to "reasonably up to date."

A copy of the revised section 8, as well as the entire code, is available from www.nzba.org.nz.

The Reserve Bank of New Zealand Amendment Bill (No. 3) ("Bill") was reported back from the Finance and Expenditure Committee on 4 July 2008. The Bill sets out a framework for bringing non-bank deposit takers under the supervision of the Reserve Bank. The Committee made a number of changes to the Bill, the principal ones being:

• extending the definition of "deposit taker" to include issuers of debt securities that remained unpaid;
• inserting criteria that must be taken into account when the Reserve Bank considers whether to grant exemptions under the regime; and
• inserting the risk management and governance requirements that non-bank deposit takers will be subject to (previously this was left to be dealt with in regulations).

A copy of the Bill as reported back is available from www.clerk.parliament.govt.nz.

On 20 June 2008 the Securities Commission published its annual review of NZX's performance in 2007. The Commission's review assessed NZX in five areas:

• NZX's frontline regulation;
• policies in respect of continuous disclosure;
• the impact of expanding commercial activities on NZX's regulatory function;
• the Special Division; and
• matters arising from the review of the 2006 year.

The Commission's main finding was that NZX was performing well in its role as a frontline regulator. The Commission noted a few areas for potential improvement however, in particular:

• attachments to announcements on the NZX website, particularly annual reports, should be disclosed on the website without having to be requested; and
• in one instance the Special Division exceeded the scope of its role under the Listing Rules.

A copy of the report is available from www.seccom.govt.nz.

The Insolvency (Cross-Border) Act 2006 came into force on 24 July 2008. The Act implements the Model Law on Cross-Border Insolvency adopted by the United Nations Commission on International Trade Law. The Act addresses issues around the interplay between insolvency regimes in different countries where assets are held in more than one jurisdiction.

Australia has adopted the same model in its Cross-Border Insolvency Act 2008, which came into effect on 1 July.

TThe Minister of Commerce, Lianne Dalziel, has launched a taskforce that aims to foster the development of New Zealand's capital markets. The taskforce is composed of members from the public and private sectors, and will hold its first meeting on 31 July 2008.

The May 2008 issue of the Australian Banking and Finance Law Bulletin contains four articles of interest.

Issue 7, 2008 of the Journal of International Banking Law and Regulation contains an article entitled British Eagle revisited - Airlines "jumping the queue" in insolvency by Rhys Bollen.

The article examines the High Court of Australia's ("HCA") decision in International Air Transport Association v Ansett Australia Holdings Limited [2008] HCA 3; in particular, the enforceability of a clearing house agreement, which governs a multilateral netting and set-off payment system, when a member of the clearing house becomes insolvent.

Administrators were appointed to the Ansett Airlines group ("Ansett") in 2001. At the time, Ansett was a member of the International Air Transport Association Clearing House ("IATA Clearing House"). The IATA Clearing House provided a service that was designed so that each member airline did not need to make and receive numerous payments for services provided and received to and from other airlines. Instead, each month the IATA Clearing House would calculate the total debits and credits of each airline, as against the other member airlines and, depending on whether there was a debit or credit balance, the member airline would either make or receive one payment to or from the IATA Clearing House. The regulations governing this arrangement ("IATA Regulations") expressly provided that a net debit was a liability for payment to the IATA Clearing House, and not to any individual member airline.

Ansett and its administrators argued that the other airlines' claims should rank as an unsecured creditor (resulting in the member airlines possibly receiving less than the face value of the debts owed to them), and should have to pay the full amount of anything owed to them by Ansett.

The HCA was asked to consider whether there was a debt relationship between the member airlines. The majority of the HCA found that on the proper construction of the IATA Regulations no debts existed between Ansett and the other member airlines. The majority judges relied on a regulation that stated the member airlines had no rights of action and no liability for payment against other member airlines. What Ansett had acquired in becoming a member of the IATA Clearing House was a contractual right to have a clearance in respect of services provided and received under the IATA Regulations, and a right to receive payment if a net credit in favour of the company resulted. Consequently, as there was no debt, there was nothing for the insolvency regime or public policy to impugn. The majority felt that the actual language used by the parties determined the rights and obligations as between them, and it would be "impermissible" to use public policy to create a different agreement than that actually made, to reflect what others thought was the real substance of the agreement. In the absence of such a rule in the words of the Act, public policy could not be used to re-characterise transactions.

As there were no debts between Ansett and the other member airlines, the majority in the HCA found that the other airlines did not receive preferential treatment contrary to the pari passu principle embodied in the Act. The only debts in existence were between IATA and Ansett, which would be dealt with under the Deed.

The minority found that the key clause in the IATA Regulations did not negate or extinguish the original legal obligation; rather, it merely provided for what was to happen to that obligation. This was reinforced by other regulations in the IATA Regulations providing for direct enforcement when specified events occurred. Kirby J felt that the practical effect of the IATA Regulations was to secure a higher priority for member airlines. This was contrary to the public policy of the insolvency regime, which was to achieve equity between creditors of a like class. Creditors should not be able to, by their own contractual dealings, bargain themselves into a position where they can achieve a higher ranking than they would otherwise be entitled to.

The case will provide some comfort to the financial services community and others relying on various forms of multilateral netting systems that, with proper drafting, they can have some confidence that their arrangements are capable of withstanding the insolvency of one of their participants.

The April and June 2008 issues of Company and Securities Law Bulletin contain the articles Voluntary administration: the Australian experience (Part 1) and Voluntary administration: the Australian experience (Part 2) respectively, by Karen O'Flynn and Ray Mainsbridge. The articles summarise Australian case law on voluntary administration as an indication of how the system may develop in New Zealand.

Part 1 contends that the general enthusiasm for voluntary administration may not have a particularly firm foundation. The number commenced in Australia is certainly impressive, but the number of signed Deeds of Company Arrangement ("DOCAs") to come from this is considerably lower. Even accepting situations where the eventual liquidation of the company is more appropriate than a DOCA, statements from the Australian Tax Office indicate that there may be no more benefit to creditors than immediate liquidation.

Part 1 goes on to discuss legal issues that have commonly arisen in practice, broadly grouped into three categories. The first category considers situations where the appointment of the administrator is defective, either because the directors appointing the administrator were not themselves properly appointed, or because the resolution appointing the administrator was inadequate. In essence, the administrator is required on appointment to satisfy himself or herself that the appointing resolution is valid. After appointment, inquiry on an ongoing basis will be confined to situations where the administrator is put on notice. If after this the appointment turns out to be invalid, the courts will generally validate the appointment with the company required to pay court costs.

The courts have also taken a strict approach to the wording of the appointing resolution. It places considerable importance on the requirement that directors believe the company to be insolvent or likely to become so. In most situations, anything less than a direct statement to this effect in the resolution will leave its validity uncertain. This belief of insolvency must also be genuine, and must amount to more than an inability to determine that the company is solvent. This leaves a gap in the Australian law regarding insolvent trading, as a director's defences include having reasonable grounds to suspect solvency, and taking actions to appoint an administrator. A director who is unable to determine solvency will be unable to rely on either defence.

For the second category, the article considers that the courts have been more lenient in cases regarding the conduct of administrators before a DOCA is signed, acknowledging the tight time constraints placed on an administrator during voluntary administration. Some variation in decisions on the best course of action is accepted, especially where recovery actions available under liquidation (but not administration) have a chance of securing funds for the creditors.

Finally, where voluntary administration is underway, the court's discretion to halt winding up applications against the company is considered. The article finds that in most situations the courts are willing to decide which option is better for creditors, considering the state of the company and any proposed DOCAs. Interestingly, the courts seem far more willing to let voluntary administration run its course where it has only recently commenced and no DOCAs have been proposed. This is put down to the difficulty in condemning the chances of success at such an early stage.

In Part 2 of the article the authors highlight the legal issues surrounding voting for a DOCA. In Australia a DOCA will come into force if it receives the support of:

• more than 50% of the number of creditors who vote at the meeting; and
• more than 50% of the value of debts voted at the meeting.

Should a DOCA be defeated because only one of the thresholds has been met, the administrator may use his casting vote in favour of the DOCA. The authors state that this casting vote has assumed some importance in Australia as the DOCA is often supported by the majority in number of creditors, but not the support of the larger or largest creditors. Whether to use this casting vote or not will depend on the circumstances, but there are varying academic opinions on the matter.

The authors discuss some of the common ways in which DOCA are attacked. Section 445D of the Corporations Act allows the court to terminate a DOCA on a wide range of grounds. The authors give the example of s 600A which allows a court to overturn a DOCA vote that was carried out or lost on the basis of votes by creditors who stand to take an unreasonable benefit from the DOCA.

DOCAs may also be challenged if a creditor believes it is unfair to that creditor. What is required, however, is not mere unfairness, but injustice, oppression, unfair prejudice or unfair discrimination. The authors do recognise that in the winding up of a company not everyone is treated equally. The article goes on to discuss pari passu rankings versus statutory priorities, but according to the authors, whether the statutory order of priorities needs to be preserved is still unknown.

Part 2 examines creditor's trusts, an alternative to voting in a DOCA. This mechanism was designed to allow a company to make a quick debt-free exit from the administration, while providing the creditors benefits on a par with those in a DOCA. Under a creditor's trust, the debts owed to the company's creditors are extinguished and the creditors become beneficiaries under the trust. The authors recognise that there has been some resistance to creditor's trusts as they leaves creditors without the statutory protections afforded by a DOCA, but the authors see these protections in many cases as protection in theory, rather than in practice.

The May 2008 issue of the Company and Securities Law Bulletin contained a summary of the case of Segard Masurel (NZ) Limited v Nicol & Ors. The facts of this case involved Segard supplying Feltex with wool. Payment was not made on delivery and Feltex was subsequently placed in receivership. ANZ National Bank Limited and Australia and New Zealand Banking Group Limited held a debenture over all Feltex's assets, which was registered on the PPSR. The court asked: (1) when did title in the wool pass?; and (2) was there a security interest in the wool?

Segard claimed that Feltex committed conversion by not returning the wool after Segard made a demand for it and therefore it was entitled to the value of the wool. The High Court agreed with the District Court decision, finding that title passed to Feltex upon delivery and Segard were merely an unsecured creditor. Even if title had not passed, pursuant to s17(3) of the Personal Properties Securities Act 1999, by supplying wool and allowing payment to take place at a later date, Segard were supplying goods on credit and they had an unperfected security interest which ranked after that of ANZ National Bank Limited.

The appeal was dismissed.

The June 2008 issue of Companies & Securities Law Journal contains an article entitled Has directors' liability gone too far or not far enough? A review of the standard of conduct required of directors under sections 180-184 of the Corporations Act by Neil Young QC.

This article considers whether sections 180-184 of the Corporations Act 2001 (Cth) dealing with standards of conduct of directors should be reformed in the light of perceptions that the standard and potential liability imposed by these sections cause directors to act in a manner that is detrimentally risk-adverse and may discourage good candidates from taking up board positions at all.

The author recognises the purpose of the sections in ensuring directors act reasonably, diligently, with good faith and for proper purposes in carrying out their responsibilities and exercising their powers. He also agrees with the sections' ability to expose directors to significant personal liability if they breach these standards of conduct as such consequences are essential to ensuring good management.

He disagrees with the argument that the standards have the potential to impose liability on directors who conduct themselves with reasonable care and honesty, pointing to recent case law as evidence of this, in that directors breaching the standards have warranted the punishment they received.

He also disagrees with the opinion of many commentators that personal liability for directors breaching the prescribed standards of conduct should be removed as the threat of this consequence is vital to protecting shareholders.

In conclusion the article considers that section 180-184 of the Corporations Act strike a sensible balance between too much directors' liability and not enough.

On 10 June 2008 Callum McCarthy, Chairman of the Financial Services Authority ("FSA") gave a speech at the BBA International Banking Conference. The speech is available at http://www.fsa.gov.uk/. The speech considered the current United Kingdom regulatory regime and proposed changes in light of the present reappraisal of risk.

McCarthy considered that the principles underpinning the United Kingdom framework remain sound and should not be departed from. The principles that inform the regulation structure are the need to avoid duplication between roles assigned to each of the Tripartite Authorities (FSA, Bank of England and Treasury); to achieve clarity of responsibility and of decision making; and to have a structure flexible enough to respond to an increasingly complex, global and integrated financial services marketplace. The practice of regulation is based the principles of a risk-based approach, striking a balance between general principles and specific rules.

The changes suggested built on the principles outlined and were proposed to improve the way in which the principles translated into practice.

The first suggestion was things which the FSA could do to improve the execution in practice of the principles. It included a sharper focus in supervision of banks on prudential issues, particularly liquidity; a greater emphasis on the risk approach to high impact firms; a strengthening of risk analysis capability; and an increase in supervisory resources. This supervisory enhancement programme is now underway.

The second proposed change was a change in the United Kingdom's banking regulation, which is to be introduced in October. The critical elements of the proposed legislation are:

• an explicit legal recognition of the Bank of England's responsibility for financial stability;
• measures designed to improve the supervision of financial institutions and make failures less likely;
• the introduction of resolution regime to deal with failing banks;
• changes to the compensation scheme, making it more efficient to pay off depositors in the event of failure; and
• measures to build on and improve the co-ordination of the Tripartite Authorities.

The third proposal related to the incentive structure within financial services firms. The present bonus system was identified as placing excessive emphasis on the short term performance of individual parts of an organisation and encouraging the taking of trading positions whose immediate profitability is rewarded, but whose accompanying risk is neither properly recognised, nor disincentivised. Supervisors were suggested, as part of their general assessment of systems and controls, to be interested in compensation and incentive structures, and to adjust assessment of prudential requirements, including capital, accordingly.

The final initiative suggested was liquidity supervision. It was posed that supervisors round the world need to pay more attention to, and overhaul, liquidity regimes. McCarthy stated that firms need to have a clear assessment of the liquidity risks that they are running and an acute awareness of the circumstances that would cause them to seek emergency liquidity assistance from the central bank. Authorities need to be aware of these plans and take a view as to whether or not the firm is posing an unacceptable call. Authorities should be in a position to order a bank to curtail its liquidity risk if there is a threat that the bank will too readily call upon the central bank for emergency liquidity assistance.

This publication is included in Russell McVeagh's website on the Internet: www.russellmcveagh.com

The transmission/publication is intended only to provide a summary of the subject covered. It does not purport to be comprehensive or to provide legal advice. No person should act in reliance to any statement contained in this publication without first obtaining specific professional advice. If you require any advice or further information on the subject matter of this newsletter, please contact the partner/solicitor in the firm who normally advises you, or alternatively contact:

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