Directors' Issues

Recent Articles

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  03.08.2023

  United Kingdom

  Cli­en­tEarth’s derivative claim against directors for alleged breaches of duties to address climate change risk has been dismissed (again)

  IntroductionThe High Court has reaffirmed its earlier judgment and dismissed ClientEarth’s derivative claim brought against Shell plc (“Shell”) and its Board of Directors. ClientEarth claimed that the directors had breached statutory directors’ duties and failed to comply with an order made by the Hague District Court on 26 May 2021, which imposed a 45% emissions reduction obligation on Shell to be achieved by 2030 (the “Dutch Order”).BackgroundClientEarth is a non-profit environmental law organisation. ClientEarth currently holds 27 shares in Shell and, on 9...

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  13.06.2023

  Middle East

  UAE Corporate Tax Law: When does a non-resident juridical person have a UAE Nexus?

  BackgroundThe UAE enacted its Corporate Tax Law (the “CTL”) in December 2022 (Federal Decree-Law No. (47) of 2022 on the Taxation of Corporations and Businesses). The CTL came into force on 1 June 2023. The main corporate tax rate of 9% applies on income exceeding AED 375,000 (roughly USD 102,000). The CLT provides that the rate of corporate tax which applies to “Qualifying Free Zone Persons” is 0% with respect to qualifying income and 9% on non-qualifying revenue.Under Article 11 of the CTL, a taxable person includes a non-resident person which has a UAE nexus.Cabinet Decision...

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  05.06.2023

  Middle East

  UAE Corporate Tax Law: What Constitutes Qualifying Income for Free Zone Persons?

  BackgroundThe UAE enacted its Corporate Tax Law (the “CTL”) in December 2022 (Federal Decree-Law No. (47) of 2022 on the Taxation of Corporations and Businesses). The CTL came into force on 1 June 2023. The main corporate tax rate of 9% applies on income exceeding AED 375,000 (roughly USD 102,000). The CLT provides that the rate of corporate tax which applies to “Qualifying Free Zone Persons” (“QFZP”) is 0% with respect to qualifying income (“Qualifying Income”) and 9% on non-qualifying revenue (“Non-Qualifying Revenue”).After much anticipation,...

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  25.04.2023

  Middle East

  Corporate Tax Thought Leadership Series: Anti-Abuse Rules for Small Business Relief

  BackgroundThe UAE enacted its Corporate Tax Law in December 2022 (Federal Decree-Law No. (47) of 2022 on the Taxation of Corporations and Businesses). The Corporate Tax Law applies with effect from 1 June 2023. A 9% tax rate will apply on income exceeding AED 375,000 (approx. US$102k). Despite its name, the Corporate Tax Law treats a natural person conducting business in the UAE as a “Resident Person”. Such a person’s business income would be subject to corporate tax in the UAE. Should the legislation not have extended the scope of the Corporate Tax Law to natural persons...

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  14.04.2023

  England and Wales

  Review of the Senior Managers and Cer­ti­fic­a­tion Regime (SM&CR)

  On 30 March 2023, the Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) (the PRA and FCA together being the “Regulators”) published a joint Discussion Paper (DP1/23) seeking input on potential ways to improve the Senior Managers & Certification Regime (“SM&CR” or the “Regime”). HMT has also separately launched a Call for Evidence to review legislative aspects of the regime. In December 2022, the government announced, as part of the Edinburgh Reforms, that HMT and the Regulators would review the...

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  12.04.2023

  Middle East

  UAE Corporate Tax: Small Business Relief Criteria

  BackgroundThe UAE issued its landmark Corporate Tax Law in December 2022 (Federal Decree-Law No. (47) of 2022 on the Taxation of Corporations and Businesses). The Corporate Tax Law applies with effect from 1 June 2023.The Corporate Tax Law provides a framework whereby small businesses who qualify as Resident Persons may elect to be treated as not having any taxable income for a tax period and therefore would pay zero corporation tax for that period (the “Small Business Relief”). However the Corporate Tax Law did not specify the criteria that Resident Persons would need to meet in order...

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