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GLOSSARY

Ordinary business definition

Published by a LexisNexis Corporate expert

What does Ordinary business mean?

Matters undertaken at the general meeting (particularly the agm) of a company. Since the overhaul of the listing Rules from 1 July 2005, the term 'ordinary business' is used without specific definition. Under previous editions of the Listing Rules an exhaustive list of resolutions considered to be 'ordinary business' at the AGM of a listed company were set out, including matters such as receiving or adopting accounts, and declaring a dividend. Instead the FCA expects the term to cover any resolution that companies would regularly seek approval for at their AGMs. Listed companies must make their own judgements about what they would consider to be ordinary business, with reference to their articles of association which may make a distinction between ordinary and special business.

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Coronavirus (COVID-19)—drafting TMT agreements—checklist [Archived]

Coronavirus (COVID-19)—drafting TMT agreements—checklist [Archived] ARCHIVED: This Checklist has been archived and is not maintained. This Checklist sets out key contractual provisions that parties should particularly consider when drafting and negotiating contractual provisions in TMT agreements given the coronavirus (COVID-19) pandemic and its effects. The direct and indirect impacts of coronavirus may include: • restrictions on travel, physical meetings or working on business premises arising as a result of health concerns or government interventions • unavailability of key staff (eg due to illness of those individuals or their family or due to travel restrictions) • the need to work outside of ‘business as usual’ patterns and based on contingency plans • fluctuations in demand for specific goods or services, which may in turn have implications for the creditworthiness of the parties or their requirements • the general economic effects of the pandemic, which may have implications for the creditworthiness of the parties • cost fluctuations as a result of the impact of the pandemic on supply chains (eg inflationary...

UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations

UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations This checklist compares the eligibility requirements and key continuing obligations under the UK Listing Rules (UKLR) for a listing of equity shares in the following listing categories of the Official List: equity shares (commercial companies), equity shares (international commercial companies secondary listing), equity shares (shell companies) and equity shares (transition). It also considers the key continuing obligations under the Disclosure Guidance and Transparency Rules (DTR). Eligibility requirements Equity shares (commercial companies) Equity shares (international commercial companies secondary listing) Equity shares (shell companies) Equity shares (transition) Applicant duly incorporated/ validly established/operating in conformity with constitution YesUKLR 3.2.1R YesUKLR 3.2.1RIn addition:—applicant must be an overseas company, UKLR 14.2.1R, and—place of central management and control must be in country of incorporation/country of qualifying home listing, UKLR 14.2.4R YesUKLR 3.2.1R N/A as category closed to new applicants Securities to conform with laws/duly authorised YesUKLR 3.2.2R YesUKLR 3.2.2RShares must have qualifying home listing and be capable of being traded on...

Discover our 5 Checklists on Ordinary business

Hybrid mismatches—arrangements and reasonable to suppose

Hybrid mismatches—arrangements and reasonable to suppose The UK’s rules on hybrid and other mismatches (referred to in this Practice Note as the hybrid rules) have applied since 1 January 2017 and aim to counteract tax mismatches that arise from the way in which a hybrid instrument or a hybrid entity is treated for tax purposes. Although the hybrid rules normally apply to cross-border transactions involving two or more jurisdictions, they can also apply to purely UK domestic transactions. Specifically, the hybrid rules target: • deduction/non-inclusion mismatches (D/NI mismatches), ie where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but not included in the taxable income of a payee or a related party investor, and • double deduction cases (DD cases), ie where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction For more information on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table format of the conditions required...

Pre-emption rights on allotment—fundamentals

Pre-emption rights on allotment—fundamentals Pre-emption rights give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of equity securities. There are statutory pre-emption rights, which are set out in the Companies Act 2006 (CA 2006), as well as pre-emption rights set out in the UK Listing Rules (the UKLRs), which apply to a company with a listing of equity shares in the equity shares (commercial companies) category. It is important to give careful consideration to the scope of these pre-emption rights, as a company must ensure that it complies with them, to the extent that they have not been disapplied, modified or excluded. There may also be pre-emption rights set out in a company’s articles of association or any shareholders’ agreement to which the company is a party, which must be complied with to the extent that they have not been disapplied, waived or removed. For information on how pre-emption rights apply...

Discover our 29 Practice Notes on Ordinary business

Explanatory statement for a restructuring plan

Explanatory statement for a restructuring plan This document is important and requires your immediate attention If you are in any doubt as to any aspect of this proposal or as to the action you should take, you should consult your professional adviser without delay. Further copies of this document and the enclosed voting forms can be obtained from the address listed on page [insert number]. [they may also be downloaded and printed from the website [insert website address]]. Proposal in relation to restructuring plan Pursuant to Part 26A of the Companies Act 2006 Between [Insert Company name] And its creditors/members (as defined in the restructuring plan) The meeting[s] of Creditors/Members to consider the restructuring plan (the Meeting[s]') will be held [[at insert address] OR virtually by telephone/webinar OR on [insert date] . The meeting[s] will commence at [insert time] London time. Notice of the meeting[s] is set out in Appendix 5 to this document. The action required to be taken by...

Consent protocol (light touch administration)

Consent protocol (light touch administration) UNDER PARAGRAPH 64 OF SCHEDULE B1 TO THE INSOLVENCY ACT 1986 Pursuant to paragraph 64 of Schedule B1 to the Insolvency Act 1986 (IA 1986), [insert names of the administrators] (the Joint Administrators), the joint administrators of [insert name of company] (the Company), hereby consent to the exercise of the powers set out below by the directors of the Company (the Directors). The Joint Administrators have only provided their consent to the exercise of these powers on the basis that they have certified that the administration is reasonably likely to achieve the rescue of the Company as a going concern. The Joint Administrators are also reasonably satisfied that the Company has sufficient funding to pay essential key post-administration costs such as rent, employee salaries, utilities and suppliers on an ongoing basis. The Joint Administrators do not consent to the exercise of any other powers by the Directors, although they remain willing to consider any additional requests for further consents...

Dive into our 4 Precedents related to Ordinary business

What is meant by ordinary or special business in the context of a company meeting?

What is meant by ordinary or special business in the context of a company meeting? The reference in traditional articles of association to ‘special business’ is not a reference to the form of resolution required to transact the business, but rather a reference to the fact that the particular business is to be specifically referred to in the notice of the meeting. For companies registered prior to 1 July 1985 which have adopted Table A to Companies Act 1948 (CA 1948), business to be conducted at a general meeting was typically described as either 'ordinary business' or 'special business' as defined in the articles and the general nature of 'special business' is to be specified in the notice of meeting. Under such articles there is usually no such requirement for ordinary business but it is typically the practice to set out the items of ordinary business in the notice without going into details. Under Table A to CA 1948, special

Can you give upfront consent or set certain criteria in advance for the release of assets from a fixed charge without compromising that fixed charge?

Can you give upfront consent or set certain criteria in advance for the release of assets from a fixed charge without compromising that fixed charge? The key characteristic of a fixed charge is that the security holder exercises a certain level of control over the charged asset preventing the security provider from doing anything to take the asset outside of the scope of the security. The issue here is whether the security holder, by giving an advance consent to release, even subject to criteria, forgoes control and allows the security provider to remove the asset from the ambit of the security in a way that turns the fixed into a floating security interest. What level of control is necessary? The practical difficulty in giving definitive advice on this issue is that in the leading case on re-characterisation of a fixed charge; National Westminster Bank plc v Spectrum Plus Limited, the judges gave no guidance on the level of control that it was necessary for a...

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UK judgment could change anti-money laundering regimes

Law360, London: On 27 June 2024, the Court of Appeal of England and Wales handed down judgment in the case of R (on the application of World Uyghur Congress) v National Crime Agency.

The COVID-19 Clinical Negligence Protocol (2020)—how to conduct clinical negligence litigation amid coronavirus (COVID-19)

Personal Injury and Clinical Negligence analysis: Sam Way, barrister at Devereux Chambers, discusses the rationale for the new COVID-19 Clinical Negligence Protocol (2020), the main points for practitioners to note and how this protocol compares with other coronavirus (COVID-19) protocols.

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