Effective general meetings are crucial for ensuring corporate governance and compliance. Our comprehensive guidance equips corporate lawyers with the tools to navigate the intricacies of convening, conducting, and documenting these essential meetings. Stay informed on best practices, regulatory requirements, and strategies to manage shareholder relations and decision-making processes efficiently. Maximise your clients' organisational effectiveness with our expert insights and practical advice tailored to the specialised needs of corporate counsel.
The Data (Use and Access) Act 2025 (Commencement No 9 and Transitional and Saving Provisions) Regulations 2026, SI 2026/1015, bring into force on 30...
This week's edition of Corporate weekly highlights includes: ESMA's consultation on updated disclosure requirements under the EU Prospectus Regulation...
The European Securities and Markets Authority (ESMA) has published a consultation paper, and updated two final reports and Q&As under the EU...
The Department for Business, Innovation, Science and Trade (BIST) has launched a consultation on proposals to simplify and modernise the UK’s...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Allotment and issue of shares—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
Private companies limited by sharesThis Practice Note summarises the main features of a private company limited by shares. It also covers key...
Is a special resolution still valid if not filed at Companies House?Sections 29–30 of the Companies Act 2006 (CA 2006) require all special resolutions to be filed with the Registrar within 15 days. Failure to do so will therefore trigger potential criminal liability for the company and all officers,
The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may be validly passed:•by use of the statutory written resolution procedure (for private companies only and subject to specified
Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklistSpecial resolutionsThe Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by
How might a shareholder resolution be amended?To understand whether amendments can be made to shareholder resolutions, it is necessary to distinguish between ordinary and special resolutions.Ordinary resolutionsFor companies incorporated on or after 1 October 2009 and adopting the Precedent: Model
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