Scotland

Scotland

This subtopic brings together materials on Scots law issues, grouped together according to subject matter.

Scotland toolkit

The Scotland toolkit is a research tool collating guidance on key areas of law that are specifically relevant to Scotland. The toolkit brings together Scots law content from across a number of practice areas and includes links to Practice Notes, Checklists and Q&As, as well as legal articles and analysis on legal issues directly affecting Scotland.

Forms of business vehicle

For consideration of the key practical differences between legal entities in Scotland and those established in England and Wales, in particular companies, general partnerships and limited partnerships, see Practice Note: Key differences relating to legal entities under Scots law.

Private M&A (share purchase)

It is possible to include Scots law provisions in any of the Lexis+® Practical Guidance share purchase agreements that are drafted as if governed by the laws of England and Wales (ie those other than the cross-border share purchase agreement) in order to adapt them to be governed by Scots law (colloquially known as ‘kilting’). For such provisions, see Precedent: Scots law share purchase agreement provisions—share

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Latest Corporate News

FCA consults on Handbook updates to align with 2024 UK Corporate Governance Code

The Financial Conduct Authority (FCA) has launched its 46th Quarterly Consultation, proposing regulatory changes across several sectors. A key proposal includes updating the FCA’s Handbook to align with the new edition of the UK Corporate Governance Code, published by the Financial Reporting Council (FRC) in January 2024 (the 2024 Code). This includes removing specific references to FRC guidance in the UK Listing Rules (UKLR) and Disclosure Guidance and Transparency Rules (DTR) sourcebooks, along with introducing transitional provisions for UKLR and DTR implementation. The FCA also proposes updating the Code's definition in the Handbook’s Glossary, as well as updating references to the Code’s guidance in the Systems and Controls sourcebook (SYSC), Code of Conduct sourcebook (COCON), Statements of Principle and Code of Practice for Approved Persons sourcebook (APER), and the Decision Procedure and Penalties manual (DEPP). The FCA considers the impact of these proposals to be minimal, and therefore, a detailed cost benefit analysis is not required. The consultation closes on 27 January 2025, with the FCA intending to implement these changes promptly after the consultation and Board approval, without a transition period, as companies subject to the Code are expected to be familiar with the updates.

High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd and others)

Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators to act, the court retains discretion to make immediate appointments in urgent situations. Written by Joshua Ray and Duncan Henderson, partners at CANDEY, which acted for the First and Second Applicants on this matter.

Corporate weekly highlights—5 December 2024

This week's edition of Corporate weekly highlights includes amendments made to the Companies Act 2014 in Ireland by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, the issuing by the FCA of the second phase of its consultation paper on proposals to increase transparency in enforcement investigations, the publishing of the latest report of UK capital markets by the AFME and amendments made to the Partnership Arrangements (Wales) Regulations 2015. It also includes a judgment where the court considers the statutory regime under the National Security and Investment Act 2021 and expert commentary on the impact of the Autumn Budget 2024.

High Court dismisses judicial review relating to Government order requiring Russian-backed investment firm to sell broadband provider under the NSIA 2021

Corporate analysis: LetterOne Core Investment, S.A.R.L. and another) v Secretary of State for Business, Energy and Industry, concerning a judicial review of a final order made pursuant to section 26(3) of the National Security and Investment Act 2021 (NSIA 2021) made by the Secretary of State for Business, Energy and Industrial Strategy requiring LetterOne to sell broadband business Upp Corp Ltd on national security grounds (Final Order). The High Court dismissed the challenge.