Directors and company secretaries

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In-House weekly highlights—8 April 2021

The following In-house Advisor news provides comprehensive and up to date legal information on In-House weekly highlights—8 April 2021

Court of Appeal provides step-by-step guidance on determining whether a European regulation forms part of UK domestic law and sets out how to analyse the impact of the EU-UK Trade and Cooperation Agreement and the European Union (Future Relationship) Act 2020 (Lipton v BA City Flyer Ltd)

Court of Appeal provides step-by-step guidance on determining whether a European regulation forms part of UK domestic law and sets out how to analyse the impact of the EU-UK Trade and Cooperation Agreement and the European Union (Future Relationship) Act 2020 (Lipton v BA City Flyer Ltd)

UK Public M&A Trend Report update—1 January–31 March 2021

The following Corporate news provides comprehensive and up to date legal information on UK Public M&A Trend Report update—1 January–31 March 2021

Route map for retained EU law—a new Court of Appeal judgment (Lipton v BA City Flyer Ltd)

The following Banking & Finance news provides comprehensive and up to date legal information on Route map for retained EU law—a new Court of Appeal judgment (Lipton v BA City Flyer Ltd)

Featured In-house Advisor content

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

Registration of company charges

BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...

Shareholder resolutions

The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...

Practice notes

Declaration of a director's interests—the statutory provisions

A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...

9th Nov

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

Getting the Deal Through: Merger Control 2021

Jurisdictions coveredThe following jurisdictions are covered in this report:Albania; Australia; Austria; Belgium; Bosnia and Herzegovina; Brazil;...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Introduction to retained EU law

This Practice Note provides an introduction to retained EU law, which is an entirely new legal concept introduced to UK domestic law in preparation...

9th Nov

Brexit

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

9th Nov

Practice notes

No deal Brexit—jurisdiction (UK and the Lugano Convention)

This Practice Note has been produced in partnership with Guy Pendell, Liz Williams and Kushal Gandhi of CMS.STOP PRESS: This Practice Note is under...

9th Nov

Brexit

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Directors and company secretaries content

Precedents

Resolution—approving a substantial property transaction between a director, a holding company director or their connected person and the company

ORDINARY RESOLUTION[That the acquisition by [insert name of the director of the Company or the director of the Company’s holding company or the person...

9th Apr

Precedents

Resolution—members approving the use of a single resolution for the proposed appointment of multiple directors

That the motion that [insert name of proposed director] and [insert na...

9th Apr

Precedents

Ordinary resolution—appointment of multiple directors (public companies)

That [insert name of proposed director] and [insert...

9th Apr

Precedents

Directors’ service contracts—resolution of a holding company approving a long term service contract

ORDINARY RESOLUTION[That the term in the service contract proposed to be entered into between the Company’s subsidiary, [insert name of subsidiary],...

9th Apr

Precedents

Articles—directors’ conflicts of interest provisions

1Directors’ conflicts of interest1.1Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the...

9th Apr

Precedents

Directors’ service contracts—resolution approving a long term service contract

Ordinary resolution[That the term in the service contract proposed to be entered into between the Company and [insert name of director] providing that...

9th Apr

Precedents

Board minutes for the approval or ratification of a company’s entry into documents

Company number: [insert number][insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name...

9th Apr

Practice notes

Powers of directors

The directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of the company in...

8th Apr

Practice notes

Loans to directors, connected persons and related arrangements—requirement to obtain members’ approval

The Companies Act 2006 (CA 2006) contains provisions that require loans from a company to its directors or persons connected with its directors and...

8th Apr

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

8th Apr

Practice notes

Removal of a director

This note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an illustration of the steps...

8th Apr

Practice notes

Directors and criminal liability

This Practice Note describes the criminal offences that are of most relevance to company directors, and:•focuses on offences which an individual...

8th Apr

Practice notes

Resignation of a company secretary

This practice note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may resign.It does not...

8th Apr

Practice notes

Directors' duties—breaching a duty and relieving a breach

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. Many of those duties have been developed...

8th Apr

Practice notes

Residential addresses of individual directors—protection from disclosure

Difference between service address and residential addressIt is important to understand the distinction under the Companies Act 2006 (CA 2006) between...

8th Apr

Practice notes

Related party transactions—listed companies

There are rules within the Listing Rules (LR) of the Financial Conduct Authority (FCA) governing related party transactions which apply to companies...

8th Apr

Practice notes

Directors’ long term service contracts

The Companies Act 2006 (CA 2006) requires any provision in a director's service contract under which the guaranteed term of the director's employment...

8th Apr

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

8th Apr

Practice notes

Directors’ service contracts—retention, copying and inspection

The Companies Act 2006 (CA 2006) requires a company to:•retain copies of directors’ service contracts•make copies of directors’ service contracts...

8th Apr

Practice notes

Directors’ service contracts—listed companies

This Practice Note focuses on the additional statutory and regulatory requirements applicable to UK listed companies in relation to directors’ service...

8th Apr