We refer you initially to Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure to be followed where the squeeze-out procedure is available. See also Q&As: Can a single takeover offer be given to different shareholders over several days or does it have to be on the same day and in one form of document? and Is there a prescribed form of words in order for a transaction to be treated as a takeover offer for the purposes of the statutory squeeze-out provisions? Takeover offers under Part 28 of the Companies Act 2006 Part 28 of the Companies Act 2006 (CA 2006) contains the procedure for buying out minority shareholders. By this procedure, the bidder is given the right to acquire other people's property (ie the minority shareholders’ shares) and the

As noted in Practice Note: Stamp duty reserve tax—when it applies: • the special SDRT regime, known as the Schedule 19 charge, that used to apply to surrenders of units in a unit trust scheme or shares in an OEIC was abolished with effect from 30 March 2014, but • a unit in a unit trust or a share in an OEIC generally still falls within the definition of ‘chargeable securities’ for the purposes of SDRT, subject to certain exceptions Even if a unit in a unit trust or a share in an OEIC falls within the definition of a chargeable security for SDRT purposes, this does not mean that a transaction in such a unit or share will give rise to an SDRT charge. Issue of unit/OEIC share The principal charge to SDRT (ie the 0.5% SDRT charge) does not apply to an issue of chargeable securities. This is because the principal charge

Since the introduction of the Mental Capacity Act 2005 (MCA 2005), deputyship orders are in most cases widely drafted and, subject to any specific restrictions in the order itself or imposed by the MCA 2005, leave the deputy free to work within the framework

Presumed dedication as highway Section 31(1) of the Highways Act 1980 (HiA 1980) provides that where a way over land has been actually enjoyed by the public as of right and without interruption for a full period of 20 years, the way is to be deemed to have been dedicated as a highway unless there is sufficient evidence that there was no intention during that period to dedicate it, unless the way is of such character that its use could not give rise at common law to any presumption of dedication. The period of 20 years is calculated retrospectively from the date when the right of the public to use the way is brought into question. Preventing presumed dedication HiA 1980, s 31(6) allows landowners to submit statutory declarations acknowledging the existence of certain public rights of way across their land and preventing new public rights being created by this 'presumed dedication'.

Grounds for winding-up petition The grounds in order to present, and the effect of presenting, a winding-up petition are set out in the Insolvency Act 1986 (IA 1986). In the vast majority of cases, a winding-up petition is presented by a creditor of the debtor company on the ground that the debtor company is unable to pay its debts (IA 1986, s 122(1)(f)). Demonstrating that the debtor company is unable to pay its debts is achieved either via the process of serving a statutory demand, unsuccessfully executing a judgment debt (which we do not consider any further in this answer), or by proving that fact to the satisfaction of the court. For further information, see Practice Note: Compulsory liquidation—issuing a petition. See also: The company is unable to pay its debts: Bailey & Groves: Corporate Insolvency—Law & Practice [14.38]. Statutory demand A statutory demand is a demand for a debt which is served

Pursuant to section 159 of the Water Industry Act 1991 (WIA 1991), a statutory undertaker has the power to lay a pipe in any land which is not in, under or over a street and to keep that pipe there. The power to

The courts are reluctant to consider any issue that falls within the scope of a valid arbitration agreement, regardless of whether there are any arbitration proceedings on foot or even proposed by either party. A party against whom legal proceedings are brought (whether by claim or counterclaim) in respect of a matter covered by an arbitration agreement that is enforceable by that party against the claimant or counter-claimant may apply for a mandatory stay of those proceedings under section 9 of the Arbitration Act 1996 (AA 1996). The court only refuses a stay if satisfied that the arbitration agreement is null and void, inoperative, or incapable of being performed. The court will consider restraining insolvency proceedings in the following situations: • when a party commences insolvency proceedings on the basis of a dispute that is within the remit of an arbitration agreement that is binding and enforceable by the parties under AA 1996, s 9, which provides for a mandatory

The Stock Transfer Act 1963 (STA 1963), s 1 does not require shares to be transferred by deed, stating instead that shares may be transferred by means of an instrument under hand in the form set out in Schedule 1 to the STA 1963 (a stock transfer form (STF)), executed by the transferor only, and specifying (in addition to the particulars of the consideration, of the description and number or amount of the securities, and of the person by whom the transfer is made) the full name and address of the transferee. The STA 1963 also does not exclude the effect of any enactment, rule of law or instrument regulating the execution of documents by a particular company. Therefore, it may be necessary for a stock transfer form to be executed as a deed if this is required

We have assumed that the headlease is not a concurrent lease and the sub-lease was granted out of the headlease. At common law, there is no privity of contract nor estate between the head landlord and the sub-tenant and hence the sub-tenant cannot sue the head landlord on any repairing covenants in the lease, unless there is something

As a preliminary point, CPR 32.4 describes a witness statement as a 'written statement signed by a person which contains the evidence which that person would be allowed to give orally'. Therefore, it is necessary to consider whether the evidence that will be contained within the witness statement is necessary to further the client’s case. For example, is there a question concerning what the doctor was told, or any other discrepancies which need to be addressed. Alternatively, if there is a question concerning loss of amenity, or assistance required with household tasks etc a witness statement may assist in dealing with these matters. Whilst it is usual that a medical report will outline the same, in personal injury claims,

Case study Company A1 enters a contract with Company B. Company A1 goes into liquidation and dissolves, the same owner/director sets up Company A2. Company A2 carries out the same business as A1, and continues its arrangement with Company B though no new contract is entered into. Company A2 goes into liquidation and dissolves, the same owner/director sets up Company A3, again carrying out the same business and continuing its arrangement with  Company B. Company A3 now terminates its arrangement with Company B. Company B seeks recourse from Company A3 under the terms of the original written contract between Company A1 and Company B. We have limited this Q&A to cover the contractual arrangements between B with each of A1, A2 and A3 only. Depending on the specifics of the situation, there may be other means of recourse open to B worthy of consideration. Contracts between the parties Contract between B and A1 Firstly, consider the original contract entered into between A1 and B and the terms of it particularly

A surrender of a lease occurs when the tenant yields up the term to his immediate landlord so that, by mutual agreement, the term merges with the reversion, thereby terminating the lease, see Practice Note: Lease surrenders—overview. There are two types of surrender: express and implied. An implied surrender or surrender by operation of law occurs when the unequivocal conduct of both parties is inconsistent with the continuance of the lease. This answer focuses on express surrender but note that when an attempted express surrender fails, and the parties have acted upon it, there will invariably be an implied surrender. An express surrender is void unless it is made by deed (section 52 of the Law of Property Act 1925 (LPA 1925)). A deed is a formal document complying with certain requirements (see HM Land