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Brexit legislation tracker

This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board

Corporate manslaughter—prosecutions tracker

This Practice Note provides a summary of key corporate manslaughter prosecutions and convictions under section 1 of the Corporate Manslaughter and

Appointment, retirement and resignation of a director

BREXIT IMPACT: The information to be given when appointing a corporate director will be affected by Brexit. For further details, see Impact of Brexit

Practice notes

Private company share buybacks—procedure where no payment out of capital under CA 2006, Pt 18, Ch 5

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

6th Oct

In-house

Practice notes

Warranties and indemnities—share purchase

A share purchase agreement (SPA) will typically include warranties and indemnities given by the seller in favour of the buyer.Why warranties and...

26th Sep

Practice notes

Share buybacks—a quick guide

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

5th Oct

Practice notes

Reduction of capital—a quick guide

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

Produced in partnership with Christopher Field of Dechert 9th Oct

Practice notes

Allotment and issue of shares—introductory points

The allotment of shares and issue of shares is governed by statute and the applicable statutory provisions differ according to the type of company...

13th Oct

Practice notes

Different classes of share capital

This Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a company has shares of different...

25th Sep

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...

8th Oct

In-house

Practice notes

Incorporating a company

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

26th Sep

Practice notes

Allotment and issue of shares—private companies with one class of shares

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment...

13th Oct

In-house

Practice notes

The nature of a limited liability partnership and its legal framework

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA...

26th Sep

Practice notes

Voluntary striking off and dissolution

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

14th Oct

Practice notes

Calling a general meeting (including an AGM)

This Practice Note summarises the law in relation to calling a general meeting of a private company limited by shares or a public company limited by...

25th Sep

In-house

Practice notes

The nature of a general partnership and its legal framework

Sources of partnership lawThe main body of law governing a general partnership formed under English law (as opposed to a limited liability...

25th Sep

Practice notes

Common issues in an intra-group reorganisation

An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate...

19th Oct

Practice notes

Scrip dividends

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

12th Oct

In-house

Practice notes

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...

12th Oct

Most recent Leadership and effectiveness content

Practice notes

The Chartered Governance Institute and IA guidance on the stakeholder voice in board decision making

This guidance note, dated September 2017, has been produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute)...

25th Sep

Practice notes

The Chartered Governance Institute guidance on directors' general duties

This paper, dated August 2020, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) to provide...

25th Sep

Practice notes

The Chartered Governance Institute guidance on joining the right board—due diligence for prospective directors

This guidance, dated May 2011, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) to provide...

25th Sep

Practice notes

Women on boards—mid-year update 2015—Market Tracker Trend Report

This Market Tracker Trend Report takes a look at the latest mid-year statistics and gives an update on how FTSE 350 companies are progressing with...

25th Sep

Practice notes

The Chartered Governance Institute guidance on terms of reference for executive committees

This guidance, dated July 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) to provide...

25th Sep

Practice notes

The Chartered Governance Institute guidance on terms of reference for the remuneration committee

This guidance, dated June 2013 and updated in January 2020, was produced by the Chartered Governance Institute (formerly known as ICSA: The Governance...

25th Sep

Practice notes

Directors and officers insurance policies

A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts or omissions...

25th Sep

Practice notes

The Chartered Governance Institute guidance on liability of non-executive directors—care, skill and diligence

This guidance, dated January 2013, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), suggests...

25th Sep

Practice notes

The Chartered Governance Institute guidance on terms of reference for the nomination committee

This guidance, dated June 2013 and updated in January 2020, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance...

25th Sep

Practice notes

The Chartered Governance Institute guidance on terms of reference for the audit committee

This guidance, dated March 2017 and updated in January 2020, was produced by The Chartered Governance Institute (formerly known as ICSA: The...

26th Sep

Practice notes

Protecting a director from liability

A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts (or...

26th Sep

Precedents

The Chartered Governance Institute model terms of reference—remuneration committee

CGI’s model terms of reference, reproduced in this Precedent document, have been extracted from The Chartered Governance Institute guidance on terms...

26th Sep

Precedents

The Chartered Governance Institute model terms of reference—nomination committee

This document has been reproduced by the Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), Saffron House, 6-10...

26th Sep

Precedents

The Chartered Governance Institute sample due diligence questions for prospective non—executive directors

CGI’s sample due diligence questions for non-executive directors, reproduced in this precedent document, have been extracted from ICSA guidance on...

26th Sep

Precedents

The Chartered Governance Institute schedule of matters reserved for the board

CGI’s sample matters reserved for the board, reproduced in this precedent document, have been extracted from The Chartered Governance Institute...

26th Sep

Precedents

The Chartered Governance Institute model board resolution on independent professional advice

This is a model board resolution on independent professional advice, produced by CGI. This document has been reproduced by kind permission of The...

26th Sep

Q&As

What are the chief executive officer’s role and responsibilities?

There is no legal distinction in the Companies Act 2006 between executive and non-executive directors and between different categories of executive...

28th Sep

Practice notes

Corporate governance—glossary of terms

AABISee Association of British Insurers.Association of British InsurersA trade association of the UK insurance industry, with a focus on corporate...

7th Oct

Practice notes

Directors' duties—a quick guide

Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds...

8th Oct

Practice notes

Non-executive directors and the listed company board—corporate governance roles and responsibilities

The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in...

12th Oct