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are you a land-owner? find out why it's important you register that land - real estate and construction - nigeria

Under the Land Use Act, it is mandatory that the purchase, sale transfer or alienation of any interest in land must be "perfected" by way of (1) stamping of the title deeds (2) registration of the title deeds (documents) and (3) obtaining the governor's consent before such transaction may be deemed to be valid in law.

The only way you can protect your land from future controversies, disputes and problems is to register your land or real property. If you are unsure whether your land or real property is registered, or you want to deal with land registration; seek proper legal guidance and help from a Solicitor. The legal procedures for dealing in land or real property are cumbersome and sometimes very complicated.

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primeo fund v hssl and another: "if it's too good to be true, then it probably is" - litigation, mediation & arbitration - cayman islands

A Cayman fund that was "to a very substantial degree, the author of its own misfortune" has lost its USD$2 billion suit to recover Madoff related losses from its custodian and administrator. The custodian and administrator did not, however, escape unscathed, after the judge made carefully explained findings of breach of contract, negligence and even gross negligence against them.

The judgment provides useful guidance as to the duties and responsibilities of administrators, custodians and service providers when faced by a unique and often high-risk business model. It also contains important guidance on the application of the principle of reflective loss in funds disputes involving overlapping structures.

Whilst the Cayman attorneys for both parties have published articles reporting on the outcome, this article provides an objective analysis of the judgment and the key legal issues that the Court has raised.

The Primeo Fund ("Primeo") was a Cayman Islands incorporated investment fund that invested with Bernard L Madoff Investment Securities LLC ("BLMIS"). Primeo appointed Bank of Bermuda (Cayman) Limited ("BBCL") as administrator and HSBC Securities Services (Luxembourg) SA ("HSSL") as custodian. Both BBCL and HSSL were later acquired by HSBC.

Primeo's claim centred on the sophisticated and elaborate infrastructure and operation for deceit and deception that served to protect an underlying fraud scheme the infamous Madoff Ponzi Scheme worth over US$60 billion. The company in which Bernard Madoff perpetrated his crime offered equity-like returns with bond-like volatility purportedly produced by Madoff's investment strategy described as "the Holy Grail". In pursuit of this Holy Grail, the judge found that Primeo "accepted the uniquely high operational risk inherent in BLMIS's business model". The judge was referring to the concentration of functions by BLMIS, acting in a triple capacity as broker-dealer, investment manager and custodian in the context of a business "owned, controlled and managed by one dominant individual" who had a known "penchant for confidentiality".

Although the judge found that these risks were known to and accepted by Primeo, they were "red flags" and ought to have been equally obvious to the service providers. It was, in large measure, this knowledge that led the judge to conclude that procedures followed and structures put in place, that in other circumstances might have been defensible, were seriously lacking in this case. The judgment is of interest to the industry and to practitioners as demonstrating that it is not possible to take a one size fits all approach to risk management and the discharge of duties of care.

Custodian: Custody was provided by HSSL under an arrangement with BLMIS as sub-custodian. HSSL, as custodian, was held to be strictly liable for the wilful default of BLMIS in its capacity as sub-custodian. This "no fault liability" was imposed despite the presence of a clause in HSSL's custody agreement excluding liability for anything other than fraud, negligence or wilful breach of duty.

HSSL was also found to have fault-based liability. The judge found that as custodian it should have recommended to Primeo that it require separation of assets within BLMIS's (as its sub-custodian) accounts at the Depository Trust Company and at the Bank of New York. The judge found that whilst it is not standard commercial practice for custodians to segregate assets, the particular circumstances of this case warranted a reasonably competent custodian to do so; the judge went on to state that "when the normal procedure is known to be ineffective, failing to apply a readily available alternative is negligent".

Administrator: BBCL, as administrator, was held to be negligent in relying on single-source reporting in relation to investment assets in the years leading up to 2005. However, that reliance was mitigated by the fact that Ernst & Young provided clean audit reports in that period which were based on the work of Friehling & Horowitz ("F&H") (Madoff's own auditor who were subsequently found to be complicit in the fraud). Simple negligence was below the threshold for liability provided for in the administration agreement.

BBCL was held to be grossly negligent in determining Primeo's net asset value relying on single source reporting in relation to assets in the years 2005 onwards, since Ernst & Young had flagged concerns with the audit work being performed by F&H, suggesting that it would need to do the work itself or else rationalise the audit opinions or resign. That scenario was only avoided by HSSL issuing a custody confirmation to Ernst & Young with respect to the assets purportedly held by BLMIS as sub-custodian.

Despite these findings, the judge held against Primeo, dismissing its claim entirely, as the judge found that Primeo had failed to prove causation. Quite separately, he found that the rule against reflective loss barred the claim entirely. Limitation was also, he decided, a reason why many of the claims were time-barred.

Primeo lost on causation because as plaintiff it had the burden of proving that it had suffered loss due to the breaches and negligence found by the judge. It argued that had the service providers discharged their duties, Primeo would have pulled out of its investment in BLMIS. The judge examined a range of possible outcomes which might have flowed if the HSBC defendants had acted differently and found that Primeo was "firmly committed to Madoff" and pronounced that he was not persuaded that Primeo would have terminated its managed account with BLMIS and re-invested the proceeds in some other way.

Primeo was also defeated by the rule against reflective loss. In 2007, Primeo began investing indirectly through two other Madoff feeder funds, Herald Fund SPC (In Official Liquidation) ("Herald") and Alpha Prime Fund Ltd ("Alpha"). When Primeo invested in Herald, it assigned its balance at BLMIS to Herald in exchange for the issue of shares in Herald. The relationship between Herald and Alpha on the one hand and Primeo on the other became such that "they acquired the essential economic characteristics of master/feeder structures".

The rule against reflective loss means that, in general, a shareholder cannot sue to make good a diminution in the value of its shareholding where the diminution merely reflects a loss suffered by the company. The judge found that this rule barred any recovery of loss by Primeo because the claimed loss was a diminution in the value of its shareholdings in Herald and Alpha. Pursuant to this rule, the proper plaintiffs would be Herald and Alpha with any recovery being passed on to Primeo as shareholder in proportion to its shareholding.

The judge's lack of overall sympathy for Primeo is evident in his statement at the end of his judgment that even if Primeo had made out its claim, a very substantial reduction of 75% would have been made to reflect Primeo's own contributory negligence "because it was, to a large extent, the author of its own misfortune".

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advantages and disadvantages of composition and properties of biomass in comparison with coal: an overview - sciencedirect

Composition and properties of biomass were summarised.Comparative characterization between biomass and coal was given.Advantages of biomass composition and properties were described.Disadvantages of biomass composition and properties were discussed.

An extended overview of the advantages and disadvantages of biomass composition and properties for biofuel application was conducted based on reference peer-reviewed data plus own investigations. Initially, some general considerations and comparisons about composition and properties of biomass and coal as the most popular solid fuel are addressed. Then, some of the major advantages related to the composition and properties of biomass and/or biomass ash (BA) are discussed. They include: (1) high values of volatile matter, H, structural organic components, extractives and reactivity of biomass, water-soluble nutrient elements and alkaline-earth elements in biomass and BA, and pH of BA; and (2) low values of C, fixed C, ash, N, S, Si and initial ignition and combustion temperatures of biomass, and low contents of many trace elements including hazardous ones in biomass and BA. Further, some of the major disadvantages connected with the composition and properties of biomass and/or BA are described. They comprise: (1) high values of moisture and O in biomass, water-soluble fraction, alkaline and halogen elements, and some hazardous trace elements in biomass and BA; (2) low values of energy density (bulk density and calorific value), pH and ash-fusion temperatures of biomass, and bulk density and size of BA; (3) highly variable composition and properties of biomass and BA; and (4) indefinite availability of sustainable biomass resources for production of biofuels. Finally, a discussion about the availability of sustainable biomass resources for production of biofuels and biochemicals is given. It was found that the disadvantages of biomass for biofuel and biochemical applications prevail over the advantages; however, the major environmental, economic and social benefits appear to compensate the technological and other barriers caused by the unfavourable composition and properties of biomass.

trusts: it's all a mistake - wealth management - jersey

In its judgment of 19th September 2016 in In the matter of D, E and F Trusts [2016] JRC 166C, the Royal Court applied, for the first time, the statutory mistake provisions embodied in Article 47E of the Trusts (Jersey) Law 1984 (which provisions were introduced in 2013).

On 20th March 2009, the applicant (the Settlor) established three Jersey law trusts, the C, H and J Trusts, with cash in the sum of US$100. The principal trusts were for the Settlor during his lifetime as to both capital and income, and from and after his death for such of the beneficiaries as the trustee might in her discretion determine. The trusts were intended to be tax efficient vehicles for succession planning for the Settlor's family. The Settlor was resident in Switzerland and his two sons were resident in the United States of America. The structures were intended achieve US tax objectives, in particular to ensure that any distributions to the Settlor's sons were not subject to US tax and to ensure that no part of the assets held by the trustees of the Trusts would be subject to US estate tax.

Although the trusts were established in 2009, no assets were added to them for over two years. In 2011, the Settlor became aware of the potential enactment of a 20% estate tax in Switzerland, where he was resident.

The Settlor took advice during to 2011 to address the Swiss tax issues whilst not losing sight of the original US tax objectives and on 23rd December 2011, the Settlor executed amendment indentures in relation to the three trusts. As a result, each of the trusts became a Jersey law governed non-discretionary irrevocable trust.

Following the amendment of the trusts and as part of the restructuring process, the Settlor transferred his interests in a publically traded Dutch company, into the amended trusts. The Settlor held his shares in that Dutch company through two Luxembourg holding companies. On 23rd December 2011, the day on which the amendment indentures were executed, the Settlor entered into three transfer agreements with the retention of a usufruct, pursuant to which he transferred to the trusts his shares in the two Luxembourg companies. Those transfers were the subject of the application before the Royal Court.

It transpired that the proposed changes to Swiss tax law were not introduced and therefore the contemplated Swiss tax issues did not arise. The amendments made to the Trusts in fact gave rise to unintended and significant potential US estate tax charges. Instead of the transfers being made to trusts which in their amended form would be tax efficient, the transfers were made to trusts which attracted a significant risk to the Settlor's family of a substantial US estate tax liability if either of the Settlor's sons should die before the end of the respective trust periods (which would be in 2041). The Settlor's evidence to the Court was that he would not have made the transfers onto the trusts in their amended form had he known and appreciated the potential US estate tax consequences and he therefore applied that the transfers be set aside and declared void on the grounds of mistake with the effect that the shares in the

The application was made under Article 47E of he Trusts Law (introduced in 2013), because there was no application to set aside either the trusts as originally made or as amended by the 2011 instruments. What was sought to be set aside were the transfers of the shares in the Luxembourg companies in 2011 to the amended trusts.

The answer to the first two questions was an unequivocal yes. The third question was more problematic. In most of the cases that have come before the Royal Court, the result of the mistake has been that there was an existing tax liability. In this case, if the two sons were to survive until December 2041 when the trusts would come to an end, the US tax disadvantages would not have come to pass and there would be no enormous tax liability of the kind contemplated.

The difficulty facing the Court was that it had to consider whether the mistake could be said to be of such a serious character as to render it just for the Court to make a declaration when, quite feasibly there were no tax risks of the kind envisaged. The issue was whether the potential risk of a very significant tax liability if either son should die prior to the expiry of the term of the trusts was a consequence which renders the mistake so serious that it is just that the transfers be set aside. The Court considered that it was and made the orders/declarations for the following reasons:-

The Royal Court's decision provides helpful guidance on its approach to applications to set aside subsequent transfers in to Jersey trusts by reason of mistake. In certain circumstances, the Court will be willing to set aside a transfer in to trust if the mistake gives rise to a contingent (as opposed to actual) tax liability.

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google amp & seo: everything you need to know

Secondly, AMP in combination with valid structured data increases the likelihood to appear with a host carousel (shows for courses, movies, recipes, and restaurants) or with rich result features such as headline text and larger-than-thumbnail images.

The code behind the scenes, such as hreflang, H1s, alt image text, and especially valid structured data should not only be present but the same on both the canonical and AMP pages as inconsistencies can hinder SEO visibility.

At which time, check to see whether the top stories results in your sector are dominated by AMP pages or is there evidence non-AMP sites often rank right alongside them, and if so what are the requirements.

Only if conditions are favorable, test the impact of removing AMP (be sure to follow best practices) if your non-AMP pages can achieve the core web vitals requirement of largest contentful paint (LCP) within 2.5 seconds of when the page first starts loading.

For sites that are willing and skilled enough to get below the 2.5-second standard, the potential speed and organic session increases are unlikely to be a convincing case for converting to and/or maintaining AMP.

For sites that are yet to be developed or those going through a major overhaul such as a redesign or CMS change, ask yourself if native AMP is the best solution to provide all necessary functionality now and in the foreseeable future.

While UTM tagging your own social posts and on-site share buttons can help clear up some of this confusion, there will always be some extraneous sources outside of Google properties, but they are unlikely to be significant.

This entails creating a custom report to compare AMP (identified by the data source) to closest corresponding non-AMP (generally, device as mobile and source / medium as google / organic and regex landing path to all pages types have an AMP version) rather than the overall site performance.

But as this feature is opened up to those who meet the page experience requirements, its likely the benefit of AMP for visibility will be much reduced. So much so, it may be hard to argue a case for it.

If hitting 2.5 seconds is not possible, supporting AMP for key landing pages is something to consider especially if you have a significant portion of mobile google / organic sessions that can subsequently enjoy the benefit of the AMP Cache prerendering.

it's just notice: ontario court of appeal holds that rules of service do not interfere with state sovereignty - litigation, mediation & arbitration - canada

In a decision released on June 3, 2016, the Ontario Court of Appeal (Court) rejected the proposition that Canada's international law obligations require that service of an originating process in a non-Hague Convention state, for the purpose of an Ontario action, has to be made in accordance with the laws of the foreign state. In dismissing the defendants' appeal in Xela Enterprises Ltd. v. Castillo (Xela), the Court held that the Ontario rule governing service on parties in a non-contracting state did not interfere with the sovereignty of a foreign state (in this case Guatemala), and that, being a procedural step, it does not engage the principle of comity.

In Xela, the plaintiffs, individuals residing in Canada and corporations carrying on business in Canada, as well as two Panamanian companies, sued the defendants, residents of Guatemala and companies carrying on business in Guatemala, for C$400-million under various causes of action, alleging that the damages were sustained in Ontario.

The Ontario Rules of Civil Procedure (Rules) set out the manner in which plaintiffs must serve a document outside of Ontario in a state that is a signatory to the Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters (Hague Convention), known as a "contracting state", and also the manner in which parties may be served in a non-contracting state. In the latter case, Rules state that a document may be served either according to the rules for service in Ontario, or according to the law of the non-contracting state, if service in that manner could reasonably be expected to come to the notice of the person to be served.

Guatemala is a non-contracting state. The plaintiffs in Xela had tried to serve their statement of claim on the defendants in a number of different ways, including by attempting to serve the defendants at their residences and businesses in Guatemala. The plaintiffs then brought a motion for a declaration that the defendants had been properly served, for validation of service, or for an order of substituted service under the Rules.

The motion judge found that rule 17.05(2) allowed the plaintiffs to serve the defendants in accordance with the Rules, that Guatemalan law did not prohibit a party outside of the jurisdiction from serving a party in Guatemala in a manner permitted by Ontario law, and made an order validating service. The defendants appealed the motion judge's decision to the Divisional Court, which dismissed the appeal, holding, among other things, that service in accordance with the Ontario Rules did not undermine any Canadian international law obligation. The defendants then appealed to the Ontario Court of Appeal, with leave.

In dismissing the appeal, the Court distinguished between two types of international law: conventional or treaty-based international law (such as the Hague Convention), and customary international law, which was at issue in this case, being "rules that are acknowledged as binding by the state." Citing the Supreme Court of Canada's decision in R. v. Hape, the Court noted that there is a rebuttable presumption that Canadian legislation complies with Canada's international law obligations, both conventional and customary. The presumption is rebutted where a statute demonstrates legislative intent to default on an international obligation.

The Court rejected the argument that in order to be interpreted in a manner that respected Guatemalan sovereignty, rule 17.05(2) required that service in Guatemala be effected in accordance with Guatemalan law, holding that the Rules do not purport to legalize service that would be illegal in Guatemala. The Court held that the Rules "provide an option as to how service may be effected in a non-Convention state for purposes of an Ontario action" and "establish a means of satisfying an Ontario court that foreign defendants have received notice of an Ontario action." It was a "considerable overstatement" to characterize the rules governing service as interference in the affairs of a foreign state.

While this was enough to dispose of the appeal, the Court went on to find that, even assuming service pursuant to rule 17.05(2) violated Guatemalan sovereignty, the presumption of conformity in this instance was rebutted.

Finally, the Court held that the principle of comity was not violated. Having already concluded that Ontario rules governing service for purposes of an Ontario action did not impact Guatemalan sovereignty, the court held that service pursuant to rule 17.05(2) was a procedural step that did not involve an assertion of Ontario jurisdiction over the defendants.

The Court's decision in Xela is important in that it makes a clear distinction between service as a procedural step taken to put an opposing party on notice of an action, and the assertion of a court's jurisdiction over that action. While the principles of foreign sovereignty and international comity are not necessarily engaged where a party is simply putting an opposing party in a foreign jurisdiction on notice of an action commenced in Ontario (by, for instance, serving a statement of claim), the Court emphasized that effective service does not take away the other party's right to address issues of an Ontario court's jurisdiction over the action, or to address whether Ontario is the most convenient forum for the action.

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a written partnership agreement: worth the paper it's written on - corporate/commercial law - australia

When recommending a partnership structure for your clients, you are likely to be asked whether a written partnership agreement is necessary. Given that most advisers are aware that a written agreement is not required to establish a partnership at law, this can be difficult question to answer.

It is not simply the legal requirements which should dictate your answer. A well drafted partnership agreement is vitally important at least for taxation, commercial and business succession reasons.

Partners therefore have the opportunity to control the impact of the above events and make their own decisions in regards to whether or not the partnership should continue under particular circumstances.

The situation may occur where your client or their business associate wants to leave a partnership and have the continuing partners (as well as any incoming partners) take over the assets and liabilities of that partnership and have the partnership continue.

The benefits of reconstituting a partnership are that the TFN, GST registration and ABN can be retained. Furthermore, the partnership will only be required to complete one income tax return for the income year in which the reconstitution took place.

Although it is possible that the Commissioner will accept written resolutions of the partners or evidence of an oral agreement, our experience indicates that the path of least resistance accepted by the ATO as prima facie evidence that an agreement existsis a written partnership agreement.

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