Challenges to administrators—action for unfair harm As a basic rule administrators enjoy a great deal of protection. Their agency status means they rarely incur personal liability, and the company over which they are appointed is protected by the moratorium that comes with the administration. However, the administrator is not immune from challenge by creditors. An administrator has wide powers and discretion in the conduct of an administration and, as a result, the courts are generally reluctant to interfere with the conduct of the administration, unless absolutely necessary. However, there are occasions when an administrator's conduct may need to be challenged if they have acted improperly and a creditor is harmed as a result. Challenge under paras 74 and 88 of Schedule B1 to the Insolvency Act 1986 There are two main provisions which allow a challenge to the administrator's conduct. The first, paragraph 88 of Schedule B1 to the Insolvency Act 1986 (IA 1986), gives the court the power to remove an administrator. See Clydesdale Financial Services v Smailes. The other provision—and the provision with which this Practice Note is concerned—is where a creditor or a member of a company in administration may apply to the court under IA 1986, Sch B1, para 74 claiming that: • the administrator is acting or has acted so as unfairly to harm the interests of the applicant (whether alone or in common with some or all other
Brexit post implementation period—CPR changes [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note sets out the changes to the Civil Procedure Rules set out in The Civil Procedure rules 1998 (Amendment) (EU Exit) Regulations 2019, SI 2019/521, and The Civil, Criminal and Family Justice (Amendment) (EU Exit) Regulations 2020, SI 2020/1493, as well as the associated changes to relevant practice directions set out in the Making documents for the 107th, 122nd and 126th practice direction updates. Note the 126th practice direction update made various minor amendments to the 107th practice direction. Those amendments were to ensure, or were consequential on changes made to existing EU Exit instruments, to ensure alignment with the Withdrawal Agreement reached between the EU and the UK: • CPR Parts subject to amendment—Part 5, Part 6, Part 8, Part 12, Part 13, Part 25, Part 30, Part 31, Part 32, Part 34, Part 63, Part 68, Part 74 and Part 78. The regulations also set out the transitional and saving provisions • practice directions subject to amendment/deletion—CPR Practice Direction 6A, CPR Practice Direction 6B, CPR Practice Direction 12, CPR Practice Direction 31C, CPR Practice Direction 34A, CPR Practice Direction 49A, CPR Practice Direction 51U, CPR Practice Direction 52D, CPR Practice Direction 63A, CPR Practice Direction 68, CPR Practice Direction 74A, CPR Practice Direction 74B, CPR Practice Direction 78 as
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Settlement agreement additional clauses—tripartite agreement (TUPE transfer) Parties 1 [Intentionally blank] 2 [Insert Transferee’s name] whose registered office is at [insert Transferee’s address], company registration number [insert Transferee’s company number] (‘Transferee’); and 3 [Intentionally blank] Recitals: (A) [Intentionally blank] (B) [Intentionally blank] (C) [Intentionally blank] (D) [Intentionally blank] (E) It is proposed that the Employer’s business of [insert description] in which you [are OR have been] employed will be transferred to the Transferee on or around [insert date]. (F) You, the Employer and the Transferee have agreed terms of settlement of all claims you have or may have against the Employer and/or the Transferee arising out of or in connection with your employment and its termination[, including the [Claim(s), AND/OR Tribunal Claim, AND/OR High Court Claim, AND/OR County Court Claim] ] and upon which your employment with the Employer will terminate and intend this Agreement to be an effective waiver of those claims and to satisfy the conditions relating to settlement agreements in the relevant legislation. 1 Definitions and interpretation 1.1 [Confidential Information • all information or data in whatever form of a confidential or proprietary nature, whether or not labelled or designated as such, relating to the products, services, business, finances, transactions and affairs of the Employer[ or any Group Company ] [ or the Transferee], trade secrets, including technical data and know-how relating to the business of the Employer[ or any Group Company] [ or the Transferee] or any
Compromise agreement (employment) (short form, Northern Ireland) This Agreement is made on [insert date] Parties 1 [Insert Employer’s name] whose registered office is at [insert Employer’s address], company registration number [insert Employer’s company number] (Employer); and 2 [Insert Employee’s name] of [insert Employee’s address] (you) The parties agree: 1 Termination of employment 1.1 Your employment with the Employer [will terminate OR terminated] by reason of [insert reason for termination] on [insert date] (Termination Date). 1.2 You [will be OR have been] paid your accrued basic salary (less deductions for income tax and primary class 1 (employee) National Insurance contributions (PAYE Deductions)) and [will have OR have] received your contractual benefits[, including a payment of £[insert amount] in respect of [insert number] days’ accrued but untaken holiday entitlement] [ [ and] including any relevant contributions to your personal pension scheme] (less PAYE Deductions) for the period up to and including the Termination Date via payroll in the normal way. 1.3 [Any sums due from you to the Employer[ including [a deduction of £[insert amount]] in respect of [insert number] days’ holiday taken in excess of your accrued entitlement for the period up to and including the Termination Date] [ and] [ including a deduction of £[insert amount] in respect of [set out details of other relevant deductions, eg loan repayments]] [will be OR have been] deducted from the payment referred to in Clause 1.2 before it
Dive into our 2 Precedents related to Cross-Border Mergers Regulations
Where a merger takes place pursuant to the Companies (Cross-Border Mergers) Regulations 2007 does the transfer of the assets and liabilities of the transferor company take place automatically? The European regime governing mergers between companies in different Member States of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by the Companies (Cross-Border Mergers) (Amendment) Regulations 2008, SI 2008/583 and the Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011, SI 2011/1606 (Cross-Border Merger Regulations). The basic framework of a merger pursuant to the Cross-Border Merger Regulations, SI 2007/2974 involves: • circulation of all relevant proposals to shareholders • approval of the merger by shareholders and creditors • approval of the pre-merger requirements by the court or other competent authority in each EEA State • approval of the merger by the court in the EEA State where the merger will be registered, and • registration of the merger with the relevant
Which provisions of the Companies Act 2006 apply to limited liability partnerships? Checklist: Limited liability partnerships—application of Companies Act 2006 to LLPs sets out those provisions of the Companies Act 2006 (CA 2006) that apply to the limited liability partnerships (LLPs). The majority of law applicable to LLPs is actually modified
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This week’s edition of Corporate highlights includes details of an FRC consultation on revisions to the Standards for Investment Reporting, which set requirements and provide guidance for reporting accountants carrying out engagements in UK investment circulars and a Companies Court case concerning applications for the sanction of two linked cross-border mergers of companies under the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974.
This week’s edition of Share Incentives highlights includes: (1) the First-tier Tax Tribunal’s decision in Stephen Warshaw that cumulative preference shares can constitute ordinary share capital for entrepreneurs’ relief, and (2) continued focus on excessive executive remuneration as the AGM season progresses.
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