An company share option plan (CSOP) is a share plan that meets the requirements of Schedule 4 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). It is specific Government backed discretionary employee share option scheme which, if operated correctly, can be tax advantageous.

A formal procedure (essentially, a contract between the company and its creditors) provided for by the Insolvency Act 1986 which enables a company to agree with its creditors how its debts should be dealt with.

In answering this Q&A, we have assumed that there is no inter-creditor agreement as between the first and second legal charge holders: such that no contract exists which sets out any obligations that the second legal charge holder may have in the event that it enters into possession in circumstances whereby the first legal charge remains unsatisfied. Entry into possession of the property by the second charge holder does not affect the first legal charge holder’s priority, such that its interest in the equity of redemption falls to be settled before the interest of the second charge holder. Further, entry into possession of the property by the second

The court will generally adopt a purposive approach to the ‘transaction’ by looking at the whole course of dealings between the parties. It is stated that the individual transactions are clearly challengeable, however, with the whole course of dealings between the parties in mind, confirmation should be obtained as to the monetary value of the interests each company has in the property after the transactions—both the freehold (subject to the 999–year lease) and the 999–year

Merger A lease may terminate as a result of merger when both the lease and the reversion on that lease become vested in the same person (Rye v Rye) and in the same capacity. If one interest is held, for example, as administrator or executor of a deceased person, while the other is held in a personal capacity, there can be no merger. However, merger does not arise automatically

This Practice Note is intended to provide an overview of company accounts for lawyers specialising in restructuring and insolvency. The scope of this note is confined to limited liability companies with some additional references to the requirements for listed companies. The requirements for limited liability partnerships are broadly similar to those of private limited companies. The terms ‘accounts’ and ‘financial statements’ are used interchangeably. This practice note adopts the term ‘Accounts’. Financial reporting obligations and standards in the UK—general requirements Basic requirements under the Companies Act 2006 All incorporated entities in the UK have obligations under the Companies Act 2006 (CA 2006) to keep accounting records, and prepare and file annual accounts with the Registrar of Companies. Once filed, these accounts are available to the general public (with a delay of around two weeks after filing) either via application to the Registrar of Companies or directly via the Companies House website. Private limited companies are required to file their accounts at Companies House

Background There are statutory provisions relating to the notices and statements required on an auditor ceasing to hold office. Section 18 and Schedule 5 of the Deregulation Act 2015 (DA 2015), which came into force on 1 October 2015, made a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. These provisions have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, the DA 2015 amended the Companies Act 2006 (CA 2006) to make a distinction between companies and non- companies (each being treated slightly differently), rather than the distinction between quoted companies and unquoted companies (again, each being treated slightly differently) which applied before the DA 2015 amended the CA 2006. For details of the relevant provisions in relation to financial years beginning before 1 October 2015, see archived Practice

ARCHIVED: This archived Practice Note relates to a statement by an auditor of a quoted company ceasing to hold office in relation to a financial year beginning before 1 October 2015; see also archived Practice Note: Audit authority and accounting authority notifications on an auditor ceasing to hold office—financial years beginning before 1 October 2015—quoted company [Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 (DA 2015), which came into force on 1 October 2015, made a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. These amendments have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, the DA 2015 amended the Companies Act 2006 (CA 2006) to make a distinction between public interest companies and non-public interest

ARCHIVED: This archived Practice Note relates to a statement by an auditor of an unquoted company ceasing to hold office in relation to financial years beginning before 1 October 2015; see also archived Practice Note: Audit authority and accounting authority notifications on an auditor ceasing to hold office—financial years beginning before 1 October 2015—unquoted company [Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 (DA 2015), which came into force on 1 October 2015, made a number of changes in relation to auditors, which include provisions dealing with the notices and statements required on an auditor ceasing to hold office. These provisions have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, the DA 2015 amended the Companies Act 2006 (CA 2006) to make a distinction between public interest companies and non-public interest companies (each being treated

Company No [insert registered number of company] [insert name of company] (the Company) Minutes of a Meeting of the Board of Directors of the Company held at [insert place of meeting] at [insert time of meeting] on [insert date of meeting] Name Position Present: In attendance: Apologies for absence received from: 1 Notice and quorum 1.1 The Chair reported that due notice of the meeting had been given, that a quorum of directors was present and that the meeting was therefore duly convened. 2 Business of the meeting 2.1 The Chair reported that the meeting had been convened: 2.1.1 to consider and, if thought fit, recommend the termination of the discretionary employee benefit trust called the [insert name of Employee Benefit Trust] (the EBT) to the trustee of the EBT (Trustee)[; and OR .] 2.1.2 [to approve the making of a voluntary contribution of £[insert amount] to the Trustee to enable it to meet its liabilities[; and OR .] ] 2.1.3 [to recommend the Trustee distribute the assets of the EBT (after satisfying all liabilities) to certain of the beneficiaries

The process by which a company buys back shares held by a financial investor, such as a private equity firm. This is one exit route for private equity funds.

Restructuring & Insolvency analysis: The court held that the Health and Safety Executive (HSE) and HM Treasury were unable to recover any part of a fine from Snoozebox Ltd (the company) that might result from future criminal proceedings, because of a company voluntary arrangements (CVAs) that had been approved in February 2018. Conversely, the court held that it would be possible for any order for costs made in those criminal proceedings to be enforced, in full. Richard Farnhill (sitting as a deputy High Court judge) was able to reach those conclusions because (i) the HSE had been notified of the CVA; (ii) the HSE did not participate in the CVA by submitting a proof; (iii) it did not matter that HMRC had not been notified separately; and critically (iv) the HSE investigations had reached such a stage that it was appropriate to say that the prospect of a fine being imposed had become sufficiently ‘real’ to render it a contingent debt for the purposes of the CVA; whereas (v) the same could not be said of any future costs order. Written by Samuel Parsons, barrister at Erskine Chambers.