The Companies Act 2006 (CA 2006) introduced a statutory statement of directors’ duties. This statement of directors’ duties is based on and replaces the previous equitable and common law rules. However, regard is to be had to the common law rules and equitable principles in interpreting and applying the statutory duties, and they are to be interpreted in the same way as the common law rules or equitable principles. Duty of disclosure—transactional conflicts of interest CA 2006, ss 177 and 182 provide that if a director is interested in a proposed transaction or arrangement with the company or an existing transaction or arrangement they must declare both the nature and extent of that interest to the other directors. Subject to making such a declaration and to anything to the contrary in CA 2006 or the company’s articles of association, a director may have an interest in such a transaction or arrangement. If there is a breach of the duty to disclose

Under rule 7.16 of the Insolvency (England and Wales) Rules 2016, SI 2016/1024, if the company wishes to oppose a winding-up petition it must file and serve on the petitioning creditor (or their solicitor)

There is no Companies House procedure to provide for a simultaneous name swap between two companies. Both companies will need to carry out a name change, and only once the first company has changed its name will the second company be able

In this Q&A we assume that the company is a private company limited by shares proposing to carry out an off-market share buyback. Quorum for a general meeting of a private company limited by shares A considered response requires, first of all, a look at the quorum requirements for a general meeting of a private company limited by shares. Quorum requirements are determined by the Companies Act 2006 (CA 2006) and a company's articles of association. As to the detailed quorum requirements for a general meeting of a company, please see Practice Note: Quorum requirements for general meetings (including AGMs) and the Lexis®Library commentary in Tolley's Company Law Service and Buckley on the Companies Acts on proceedings

Conditional fee arrangements A conditional fee arrangement (CFA) is: • an agreement with a person providing advocacy or litigation services (ie your firm) • that provides for your fees and expenses (ie your base costs and disbursements), or any part of them to be payable only in specified circumstances—usually in the event that your client succeeds in their matter For further guidance on CFAs generally, see: CFA—overview. Litigation friends A litigation friend is required where any of the following persons is party to proceedings: • a person who lacks capacity (P), defined by Court of Protection Rules 2017, SI 2017/1035, r 2.1 and paragraph 2 of Schedule A1 to the Mental Capacity Act 2005 (MCA 2005) as: ◦ any person (other than a protected party) who lacks or, so far as consistent with the context, is alleged to lack capacity to make a decision or decisions in relation to any matter that is the subject of an application to the court, and ◦ a

The starting point would be to consider the status of the survey and whether it forms part of the Scope. In the NEC3 Professional Services Contract 2013 (PSC), the consultant's services are set out in the Scope. This is the equivalent of the Works Information in NEC3 ECC and a combination of the Employer’s Requirements and Contractor’s Proposals in JCT contracts. The definition of the Scope is set out in clause 11.2(11) of the PSC. If the survey does not form part of the Scope, then clause 12.4 (entire agreement clause) applies and there is unlikely to be any recourse under the compensation clauses because the survey does not form part of the contract. In this case, it will be necessary to rely upon potential claims in tort such as misrepresentation or negligent misstatement—see for example Actionable misrepresentation and negligent misstatement—overview

Termination of a contract in the absence of an express term We have a range of documents on the subject of terminating contracts: • Terminating contracts—how and when a contract ends—overview • Termination and expiry of contracts • Termination for breach of contract • How to terminate an agreement • Contract termination—checklist See also the Terminating contracts subtopic. The general rule is that a contract can be terminated on reasonable notice (except for certain statutory exceptions such as commercial agency arrangements), provided this does not conflict with an express term to the contrary. Consideration will need to be given as to whether the parties intended for the contract not to provide a right to terminate, and the courts will look to the parties' intention, or whether the absence of a right to terminate is potentially a mistake. See Practice Note: Mistake in

A decision of the magistrates’ court in an appeal against an abatement notice may be challenged by the following ways: an appeal to the Crown Court, an appeal to the High Court by way of case stated, or by judicial review in the High Court. Appeal to the Crown Court Any party to the proceedings in which the decision was given, including a local authority, may appeal to the Crown Court (paragraph 1(3), Schedule 3 to the Environmental Protection Act 1990). There is no requirement to obtain leave to do so. The procedure for such an appeal may be found in the Crown Court Rules 1982 (CCR 1982), SI 1982/1109. The requirements include that an Appellant must give notice of appeal in writing within 21 days (CCR 1982, SI 1982/1109, r 7(3)). An application can be made to extend the period, either before or after it has expired; this must be in writing and specify the grounds of the application (CCR 1982, SI 1982/1109,

The method of creating the trust—in this case by an express declaration of trust—is largely irrelevant to the question of when/in what circumstances a trust may be brought to an end and/or extinguished. There are a number of ways in which a trust can be brought to an end: • (1) most commonly, a trust will come to an end when there are no assets left in the trust. This is usually because the trustees have transferred them to beneficiaries who have become entitled to them absolutely.

When faced with a summons issued by the magistrates’ court following an application by a private prosecutor, various options are available to the defendant, including: • making an abuse of process argument • judicially reviewing the magistrates’ court decision to issue the summons and obtaining an order quashing the summons in the High Court • convincing the Crown Prosecution Service (CPS) to take over and discontinue the proceedings, or • applying to dismiss the summons Abuse of process The magistrates’ court can stay a prosecution on the grounds of abuse of process, but the parameters of this power are set quite narrowly; it must not be used to exercise a disciplinary function over the prosecution, for example. See Commentary: General principles and magistrates’ courts’ jurisdiction: Stone's Justices' Manual 2019 [1.196]. The inherent jurisdiction to stop a prosecution (to prevent an abuse of process) can only be exercised in exceptional circumstances. In R (on the application

There are various ways in which a director can be disqualified from acting as a director of a limited liability company. The most common of these is to be disqualified for 'unfit conduct' as a director of an insolvent company under section 6 of the Company Directors Disqualification Act 1986 (CDDA 1986). However, there are various other, less common, sections found in CDDA 1986 and the Insolvency Act 1986 (IA 1986) which allow for the disqualification of a company director. Whatever enactment is used to disqualify a director, the consequences to a disqualified person is generally the same and is set out in further detail in Practice Note: What is prohibited for a disqualified director? Under CDDA 1986, s 7, proceedings for a disqualification order under CDDA 1986, s 6 will either be brought in the name of the Secretary of State for Business and Trade (SoS) or by the official receiver (OR) on the direction of the SoS (only in compulsory winding up cases). Both exercise

The articles and Companies Act 2006 The Companies Act 2006 (CA 2006) does not contain any provisions dealing with the mental incapacity of a director. Such issues should be dealt with in the articles of association of the company. The Precedent: Model articles—private limited company—after 28 April 2013 provides that the mental incapacity will automatically terminate a person’s appointment as a director as soon as a registered medical practitioner who is treating that director gives a written opinion to the company stating that the director has become physically or mentally incapable of acting as a director and may remain so for more than three months (Model article 18). There is no equivalent provision in the Table A articles. However, the Companies (Tables A to F) Regulations 1985, SI 1985/805,