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There are a number of occasions when a company operating a share plan will need to exercise its discretion.  On grant, a decision needs to be made as to who will receive an award, how many shares will be subject to it and what other conditions (such as those relating to vesting and performance) will apply.  Plan rules often give the grantor a discretion as to how to treat awards held by leavers.  This might include deciding whether they are a “good” or “bad” leaver, whether and to what extent their award will vest and the point at which they will be able to exercise their rights.  The potential for having rights taken away at the apparent whim of the board could reduce the incentive value of share plan participation.  To redress this, it is common for plan rules to require that any discretion is exercised “fairly and reasonably” (indeed, certain UK tax-advantaged share plans will be expected to contain this qualification).  However, some plans are drafted to give the board an “absolute” discretion in certain circumstances.  Irrespective of the impact of such wording on employee morale, recent decisions in the English courts demonstrate that anybody exercising such a discretion needs to tread carefully. [Continue Reading]

Advances in internet connectivity, automation software and the continued pervasiveness of consumer technologies, has created heightened expectations in the speed of response, value for money and service quality inside organisations. There is also the realisation that access to services requires a strategic and scalable response that is not limited by the capacity of the service provider. [Continue Reading]

The Prisoner of (Egon) Zehnder
Non-compete clauses – are they still useful? Do they still work?

There’s no doubting that Anne M Mulcahy, former chair and chief executive of Xerox got it right: ‘Employees are a company’s greatest asset – they’re your competitive advantage. You want to attract and retain the best; provide them with encouragement, stimulus, and make them feel that they are an integral part of the company’s mission.’ [Continue Reading]

If Japanese knotweed is growing on land owned by your company, or on adjacent land, it will be sensible to consider the recent Court of Appeal judgment in Network Rail Infrastructure v Williams & Waistell [2018]. [Continue Reading]

As a general rule, under the Russian Law, the name of a country and a year would be considered non-protectable as a trade mark but in exceptional cases registrations are possible, necessary and effective.  [Continue Reading]

Brexit preparations for private equity firms

On 29 March 2017 the United Kingdom (UK) gave notice under Article 50 of the Treaty on the European Union that it intended to leave the European Union (EU). The UK’s departure is scheduled to take effect on 29 March 2019. [Continue Reading]

Section 38(1) of the Malaysian Trade Marks Act (TMA) 1976 establishes the test for trademark infringement, namely, where a person who is not the registered proprietor of the trade mark uses a mark which is identical to or so nearly resembling the registered mark such that it is likely to deceive or cause confusion in the course of trade in relation to the goods or services in respect of which the trade mark is registered. [Continue Reading]

Who better to learn from than those who have gone before you? That was the core of the idea behind our survey with The In-House Lawyer; to ask current GCs and heads of legal to share their experiences and provide advice to those new in post or hoping to become departmental leader. Hindsight is a wonderful thing and even more useful as foresight. [Continue Reading]