Corporate crime for corporate lawyers

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Corporate weekly highlights—25 February 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—25 February 2021

Market Tracker weekly highlights—25 February 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—25 February 2021

Registrar of Companies ordered to remove non-compliant documents (Re Peter Jones (China) Ltd)

The following Corporate news provides comprehensive and up to date legal information on Registrar of Companies ordered to remove non-compliant documents (Re Peter Jones (China) Ltd)

Directors’ duties to disclose conflicts of interest (Fairford v Cohoon)

The following Corporate news provides comprehensive and up to date legal information on Directors’ duties to disclose conflicts of interest (Fairford v Cohoon)

Featured Corporate content

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

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...

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

Intention to float announcements in Main Market and AIM IPOs

What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...

Produced in partnership with Louise Wolfson. 12th Jan

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

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

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

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

9th Nov

In-house

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

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

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

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

Practice notes

Sub-division and consolidation of shares

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

9th Nov

Practice notes

Redenomination of share capital

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

9th Nov

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

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

Most recent Corporate crime for corporate lawyers content

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...

17th Feb

Q&As

What types of offences under the Proceeds of Crime Act 2002 (POCA 2002) should lawyers (who are acting in the 'regulated sector' under POCA 2002) and buyers be aware of in M&A transactions? If any such offence is identified as part of the due diligence process, what action should be taken and can this impact the timing of the transaction?

Under the Proceeds of Crime Act 2002 (POCA 2002), money laundering is defined as: •concealing, disguising, converting, transferring or removing...

Produced in partnership with Julian Henwood of Gowling WLG 15th Feb

Practice notes

Offences under the Money Laundering Regulations 2017 (MLR 2017)

FORTHCOMING CHANGE: The Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018), which received Royal Assent on 23 May 2018, provides a power for...

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

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...

14th Feb

Q&As

Do the money laundering offences under Part 7 of the Proceeds of Crime Act 2002 (POCA 2002) apply to only UK nationals and companies or are foreign nationals and businesses also caught by these provisions? Do the money laundering offences under POCA 2002 have extra-territorial effect?

Territorial jurisdictionThe jurisdiction of the criminal law is a matter which is often found to present difficult questions for the courts in...

Produced in partnership with Philip Rule 13th Feb

Q&As

If a company is set up to buy and sell virtual currencies, what anti-money laundering checks and know your customer checks should it carry out on its customers?

The principal UK requirements on anti-money laundering and know your customer checks—usually referred to as customer due diligence or CDD—at present...

10th Feb

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 1st Feb

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...

26th Jan

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

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

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

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

Civil recovery orders in SFO cases

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

8th Jan

Practice notes

Jurisdiction in respect of allegations of bribery

The nature of the offenceThis Practice Note explains the rules relating to the jurisdiction to try allegations of bribery under the Bribery Act 2010,...

8th Jan

Practice notes

The US Foreign Corrupt Practices Act and the UK Bribery Act 2010 compared

Background to the Foreign Corrupt Practices ActThe US Foreign Corrupt Practices Act (FCPA) is a broad and very well-enforced piece of legislation that...

8th Jan

Practice notes

Directors' disqualification orders in the criminal courts

STOP PRESS: All offenders convicted on or after 1 December 2020 must be sentenced under the provisions of the Sentencing Code, regardless of the date...

8th Jan

Practice notes

Involuntary manslaughter

Involuntary manslaughter—introductionManslaughter can be classified as either voluntary or involuntary. Voluntary manslaughter consists of those...

8th Jan

Practice notes

Offset arrangements

Offset arrangements arise where an additional investment, payment or other industrial, commercial or economic benefit is offered or required as part...

Produced in partnership with Richard Furlong of Carmelite Chambers 8th Jan