We assume you are referring to a situation where all the beneficiaries are over 18. In conducting our research we have focussed on how beneficiaries may change the age restriction in a Will. Deeds of variation A legatee may alter the effect of a Will or the intestacy provisions by passing to someone else any property that the operation of a Will or the law of intestacy gives them. For more information, see Practice Note: Variation of Will or intestacy after death. However, for there to be a variation, the disposition must alter the destination of property in the deceased's estate. You may find the following Commentaries useful: • Drafting deeds of variation: Butterworths Wills Probate

We assume that this Q&A is referring to a situation where all the beneficiaries are over 18. Deeds of variation A legatee may alter the effect of a Will or the intestacy provisions by passing to someone else any property that the operation of a Will or the law of intestacy gives them. For more information, see Practice Note: Variation of Will or intestacy after death. However, for there to be a variation, the disposition must alter the destination of property in the deceased's estate. You may find the following Commentaries useful: • Drafting Deeds of Variation: Butterworths Wills Probate and Administration Service [1.67] • Introduction to variations, disclaimers and other post-death rearrangements: Tolley's Administration

Contracting parties The general rule under the common law doctrine of privity of contract is that the terms of a contract can only be enforced either by or against someone who is a party to the contract. Therefore one option is to structure the contract so that each of the promisees are party to it, and then incorporate an obligation upon the promisor to deliver the services to each of the promisees. In such circumstances, regard should be had to the consideration under the contract given by each of the promisees. For more on consideration, see Practice Note: Forming enforceable contracts—consideration. In such circumstances, whether the contractual obligation is discharged fully will be a matter of construction of the express contractual obligation and fact. Contracts and third-party rights The Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) permits a third party to enforce

A limited company having a share capital may not alter that share capital, except in the ways listed in section 617 of the Companies Act 2006 (CA 2006). Shares in a company cannot simply be cancelled without following an appropriate procedure as permitted by that statutory provision. If a cancellation of shares is proposed using one of those procedures, the company must check for (and observe) any provisions

Structure of development There are a number of ways in which the local authority (LA) and developer (D) could jointly procure the development of land owned by the LA. The structure will largely depend on each party’s contribution to the development and each party’s objective in the development. D’s commercial objectives will broadly be to extract development profit or to receive an ongoing income or a blend of both. The LA’s objective will be to extract best value for the public benefit out of the development either in terms of financial value, public amenity, or both. This in turn will inform the kind of ownership structure at the end of the development, for example: • a developer intending to extract development profit only may favour a clean break at the end of the development and therefore structure the development documentation in a way that they receive a development profit but have

Actions against directors may come from various sources, including: • the company—a director’s statutory duties are owed to the company pursuant to section 170(1) of the Companies Act 2006 (CA 2006) (see Practice Note: Directors' duties—nature, scope, interpretation and application and see also Fiduciary duties of directors). A director might also owe contractual duties to the company to the extent that there is a service agreement/contract in place • the company’s shareholders—if a shareholder wishes for action to be taken in respect of a director’s breach, perhaps in circumstances where the other directors have indicated a reluctance to commence a claim on behalf of the company against one of their fellow directors, the shareholder can pursue a derivative action (see Practice Note: Derivative claim—what it is and when to use it). In certain circumstances, an individual shareholder (or class of shareholders) might also separately have a claim against a director for breach of duty • the company’s creditors—when a company is insolvent, or close to

Under section 87 of the Companies Act 2006, a company may change its registered office address by giving notice to Companies House on a Form AD01. In general this action should be carried out by one of the company’s officers. However, if the company’s directors and/or any company secretary are refusing to change an address which is the subject of a dispute, there is an alternative course of action. The Companies (Address of Registered Office) Regulations 2016, SI 2016/423 (the Regulations), make provision relating to applications to change the address

In answering this Q&A we have focused on liability under the Consumer Protection Act 1987 (CPA 1987) only. We have not considered the liability arrangements under the contract between the hire company and the event organiser. There may be other relevant avenues of liability for the consumer not considered below. Product liability Liability for defective products is dealt with under CPA 1987, which implements into UK law the provisions of Directive 85/374/EEC, the Product Liability Directive and imposes a strict liability on producers of defective products for the damage caused by those defects. Pursuant to CPA 1987, s 2(3) the supplier of the product, whether it be a wholesaler, distributor or retailer, may

Transfer of interest in LLP by deed A limited liability partnership (LLP) does not have directors, shareholders or partners, it has members. The members of an LLP are the persons who have subscribed their names to the incorporation document or as otherwise appointed in accordance with an agreement between themselves. The legislation in relation to the transfer or assignment of an interest in an LLP is not as comprehensive as that in relation to a company. It is therefore best practice for members to agree all aspects of the relationship between them by deed in a limited liability partnership agreement, including any provisions relating to retirement, or the transfer of their interest in the LLP (to the extent that a sale to a third party is allowed under the terms of the agreement). Any existing partnership agreement should be examined for provisions setting out the procedure in relation to outgoing/incoming members. See Precedent: Limited liability partnership agreement—general and associated drafting notes for further understanding

We assume for the purposes of this Q&A that the entity is not a charity nor subject to special provisions by virtue of being regulated by a regulatory authority. A company limited by guarantee is a type of company whose members have undertaken to contribute to the assets of the company in the event of it being wound up. It is not possible for a company limited by guarantee to be a public company. A perceived advantage of companies limited by guarantee is the flexibility of membership. Membership of a guarantee company is not attached to shares, so it is relatively straightforward to join or leave (although the articles of association may have more complicated provisions). See for example Article 22(2) of the Model articles—private company limited by guarantee—companies incorporated on or after 28 April 2013, which simply states that membership is not transferable.

Electronic general meetings (including AGMs) 2016 saw the first entirely electronic AGM held by Jimmy Choo plc. Electronic general meetings are likely to be attractive to certain companies given the perceived ease of access and participation for members, as well as the potential cost savings from not holding a physical meeting. Research carried out by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) in August 2016 revealed significant investor appetite for more electronic AGMs. However companies must take care not to alienate other, perhaps more traditional, shareholders. This will most particularly be the case if the company opts for wholly electronic meetings as opposed to a mixture of formats. Lexis+® UK Corporate, via its Market Tracker deal analysis tool tracked this trend during the 2017 AGM season to see if other companies were following suit (see AGM season 2017—Market Tracker Trend Report [Archived]). Amendment of the articles Jimmy Choo, at its 2015 AGM, first sought a special resolution to adopt new articles of association. The

To understand whether amendments can be made to shareholder resolutions, it is necessary to distinguish between ordinary and special resolutions. Ordinary resolutions For companies incorporated on or after 1 October 2009 and adopting the Precedent: Model articles—private limited company—after 28 April 2013 (Model Articles), it is provided that an amendment may be made to an ordinary resolution by a person entitled to vote at the relevant general meeting giving notice to the company in writing not less than 48 hours of the start of the meeting, or such later time as the chair of the meeting may determine. Importantly, the proposed amendment must not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution (see for example article 47(1) of Precedent: Model articles). This means that an amendment to an ordinary resolution may only be validly put where it is within the scope of the notice calling the meeting: the more general the terms of the notice, the wider the scope for amendment. A resolution cannot be amended so as to impose