Corporate crime for corporate lawyers

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Market Tracker weekly highlights—21 January 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—21 January 2021

Corporate weekly highlights—21 January 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—21 January 2021

Market Tracker trend report—trends in UK public M&A in 2020

The following Corporate news provides comprehensive and up to date legal information on Market Tracker trend report—trends in UK public M&A in 2020

UK application to join the Lugano Convention—hedging the risk of rejection

The following Banking & Finance news provides comprehensive and up to date legal information on UK application to join the Lugano Convention—hedging the risk of rejection

Featured Corporate content

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Comfort letters in a US IPO

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

Practice notes

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

9th Nov

Practice notes

Declaration of a director's interests—the statutory provisions

A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...

9th Nov

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

The Duomatic principle

The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...

Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

A guide to cash box placings

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...

9th Nov

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Corporate crime for corporate lawyers content

Practice notes

FCPA—who it applies to and what it prohibits (US)

What is the FCPA and what does it prohibit?The Foreign and Corrupt Practices Act (FCPA) was enacted in 1977 and amended after complaints from industry...

20th Jan

Practice notes

Self-reporting corporate offences

Self-reporting is the process by which a business can report to law enforcement agencies upon its discovery of financial or other wrongdoing within...

Produced in partnership with Kevin Dent (Barrister) of 5 St Andrew’s Hill 20th Jan

Practice notes

Sentencing for corporate manslaughter

The Sentencing Council has published an offence-specific sentencing guideline for corporate manslaughter which, pursuant to section 59 of the...

19th Jan

Practice notes

Corporate joint venture and M&A transactions and the Bribery Act 2010

The Bribery Act 2010 (BA 2010) came into force on 1 July 2011. The BA 2010 creates a host of legal considerations in relation to corporate...

Produced in partnership with Nicholas Hill of Outer Temple Chambers 18th Jan

In-house

Practice notes

MLD5—key provisions for financial services firms—one minute guide

Brexit: As of exit day (31 January 2020), the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

17th Jan

Practice notes

Getting the Deal Through: Anti-Corruption Regulation 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Brazil; Canada; China; Denmark; France; Germany; Greece; Hong...

16th Jan

Practice notes

Debarment for bribery convictions

Brexit impact—public procurementThe UK public procurement regime derives from EU public procurement laws, and is therefore impacted by the UK’s...

Produced in partnership with Will Glover of 3 Temple Gardens 16th Jan

Practice notes

Money Laundering Regulations 2017—scope and application

This Practice Note sets out the scope and application of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer)...

15th Jan

Practice notes

Anti-bribery—adequate procedures

It is an offence to pay or receive a bribe under the Bribery Act 2010 (BA 2010). Companies and partnerships will also commit an offence where a bribe...

15th Jan

Practice notes

Fifth Money Laundering Directive—what’s changed? [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained.The Fourth Money Laundering Directive (4MLD), replacing the Third Directive which...

15th Jan

Practice notes

Offences under the Money Laundering Regulations 2017 (MLR 2017)

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

Produced in partnership with Michael Potts of Byrne and Partners LLP 15th Jan

Practice notes

What is money laundering?

The Proceeds of Crime Act 2002 (POCA 2002), the Terrorism Act 2000 (TA 2000) and the Money Laundering, Terrorist Financing and Transfer of Funds...

13th Jan

Practice notes

Sentencing individuals convicted of gross negligence manslaughter

Gross negligence manslaughter is a common law offence and occurs when the offender:•is in breach of a duty of care towards the victim•the breach...

Produced in partnership with David Travers QC and Nicholas Ostrowski, Barrister of 6 Pump Court Chambers 13th Jan

Practice notes

Development of sanctions regime in the UK post Brexit—timeline

Lawyers and the companies they advise need to understand what their sanctions risks are in order to develop and implement an appropriate compliance...

12th Jan

Brexit

Practice notes

Anti-bribery and corruption—charitable and political donations

Charitable and political donations can give rise to higher risks of bribery and corruption. They can be (or be seen to be) bribes in disguise.This...

11th Jan

Practice notes

MLD4—key provisions for financial services firms—one minute guide

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the...

11th Jan

Practice notes

Money laundering offences under the Proceeds of Crime Act 2002

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

Produced in partnership with Jessica Parker of Corker Binning 11th Jan

Practice notes

Active bribery, passive bribery and bribing foreign public officials

The purpose of this Practice Note is to provide a general understanding of the offences under section 1, 2 and 6 of the Bribery Act 2010 (BA 2010). It...

Produced in partnership with Joanne Kane of Carmelite Chambers 11th Jan

Practice notes

Agents and other intermediaries

An agent is a person who performs services for or on behalf of a commercial organisation. The use of agents will principally create risk under the...

Produced in partnership with Joanna Dimmock of White & Case 11th Jan

Practice notes

When can a commission be a bribe?

All commissions constitute the giving of a financial advantage, although they will not necessarily be bribes.Commissions may be facilitation payments,...

Produced in partnership with Richard Furlong of Carmelite Chambers 11th Jan