The following Corporate practice note provides comprehensive and up to date legal information covering:
BREXIT IMPACT: The availability of the Societas Europaea (SE) in the UK will be affected by Brexit. For further details on the impact of Brexit, see Practice Note: Brexit—European entities.
Other legislation in relation to the PSC regime will be affected by Brexit under paragraphs 10 and 11 of Schedule 1 to The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/348), namely references to regulated markets in an EEA State.
The framework of the people with significant control (PSC) regime, which originally took effect on 6 April 2016, is set out in Part 21A of the Companies Act 2006 (CA 2006) , as originally inserted by Schedule 3 of SBEEA 2015 (and as further amended by the Information about People with Significant Control (Amendment) Regulations 2017, SI 2017/693 (2017 Regulations)).
The primary legislation is supported, for companies, by The Register of People with Significant Control Regulations 2016, SI 2016/339 (the PSC Regulations), as amended by the 2017 Regulations. LLPs incorporated under the Limited Liability Partnerships Act 2000 are also required to maintain a register of people with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the 2017 Regulations. The PSC regime also applies to SEs as it applies to public limited companies incorporated in
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Fraud by false representationFraud by false representation applies to a broader range of conduct than the offences under the preceding legislation (the Theft Act 1968 (TA 1968)). No gain or loss need actually be made, and no deception need operate on the mind of the deceived for the Fraud Act 2006
This Practice Note examines:•why negative pledge clauses are used in commercial transactions •the consequences of breaching negative pledge provisions•how negative pledges are viewed in the context of security and quasi-security, and•key considerations when drafting a negative pledge clauseWhere
Coronavirus (COVID-19): The guidance detailing normal practice set out in this Practice Note may be affected by measures concerning process and procedure in the civil courts that have been introduced as a result of the coronavirus (COVID-19) pandemic. For guidance, see Practice Note: Coronavirus
What is quia timet relief?Injunctions are generally awarded where a party has already suffered a wrong. For guidance on injunctions generally, see Practice Note: Injunctions—guiding principles. However, an injunction may be sought before a party's rights have been infringed on the basis that they
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