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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 Q&As content

Q&As

Having securities admitted to trading on a multilateral trading facility does not trigger the requirement for a prospectus to be published but will such admission of securities constitute an offer of securities to the public?

Regulation (EU) 2017/1129 (the Prospectus Regulation) regulates when a company needs to publish a prospectus in connection with the issue of...

28th Sep

Q&As

What are the requirements for the execution of a deed governed by English law by a non-UK corporate body?

A deed is a specific form of written instrument required for certain transactions. Deeds must be executed in accordance with statutory formalities...

28th Sep

Q&As

If a partner causes a general partnership to incur additional expenditure in breach of the duty of good faith, can those losses be claimed as damages?

Duty of good faithThe question of whether a partner has breached their duty of good faith, and whether that breach is sound in damages, will depend on...

28th Sep

Q&As

Can my force majeure clause protect me against the economic impact of coronavirus (COVID-19)?

Is there a force majeure event?In English law, the expression ‘force majeure’ does not refer to a legal doctrine. Instead, the expression ‘force...

28th Sep

COVID-19

Q&As

What is the position as to priority where a fixed charge has been registered late at Companies House? Will a fixed charge rank in priority if it is created after the late registered charge but prior to its registration?

Late registration of the chargeIf a company or an LLP creates a charge to which the Companies Act 2006, s 859A (CA 2006) applies and the documents...

28th Sep

Q&As

What factors impact the choice of English as the governing law for a new agreement which will directly impact upon the operation of existing agreements subject to other governing law choices?

By way of example, is it possible to have a master sale and purchase agreement governed by English law pursuant to which one party agrees to assign or...

28th Sep

Q&As

Is it the company behind the trading name or the trading name which is the contracting party to the contract? Does a trading name have legal capacity to enter into a contract?

Identifying the parties to a contractIn a situation where a company operates under one or more trading names, then it is the company (a legal entity)...

28th Sep

Q&As

I need to make an extension of time application for registration of security at Companies House. What factors will the court consider when deciding whether or not to grant it?

Applying to the court to extend the time for registering the chargeIf a charge is not registered in time the chargor or any person interested in the...

28th Sep

Q&As

Can an agreement be terminated for frustration due to coronavirus (COVID-19)?

What is the doctrine of frustration?If the contract does not include a force majeure clause or it does but the applicable force majeure event is not...

28th Sep

COVID-19

Q&As

What is the process in terms of notifications to Companies House and or HM Land Registry where there is to be a partial release of security?

How do I notify Companies House of a partial release of security?There is no statutory requirement for a chargor (whether a company or a limited...

28th Sep

Q&As

If I can’t meet the people I am contracting with to sign a contract, how do I execute a contract by virtual means?

Many businesses are closing their offices or recommending their staff work from home in an attempt to slow the spread of coronavirus (COVID-19). This...

28th Sep

Q&As

What effect does a change of parties to a contract which has been guaranteed have on the guarantee?

Where a party to a contract which has been guaranteed is being replaced by another party, and the party being replaced is the beneficiary of the...

28th Sep

Q&As

What are the formalities for an attorney executing a deed on behalf of a company?

Execution of deeds by companiesDocuments executed as deeds must be expressed as being executed by the company. A document will be deemed to be...

28th Sep

Q&As

Are due diligence reports typically addressed to funders as well as to the potential purchaser of a business?

Where there is bank funding for an acquisition, our view is that it is market practice for the lender to have relied on any due diligence reports...

28th Sep

Q&As

I've just noticed that an executed document has the wrong date on it. What should I do?

The first thing you need to do is insert the correct date in the document which has been incorrectly dated. It is important that the date on the...

28th Sep

Q&As

Can a manager who is not a director sign a simple contract on behalf of a company? If so, what is required to show authority to sign?

As noted in Practice Note: Forming enforceable contracts—authority, section 43 of the Companies Act 2006 (CA 2006) provides that the following have...

28th Sep

Q&As