As a corporation (body corporate) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a company in which it holds shares. This can be done by appointing one or more individual(s) to act as: • its proxy, or • its corporate representative For details on proxies, see Practice Notes: Appointing a proxy and Voting by proxy. For information on all aspects of voting at general meetings, see Practice Note: Voting at general meetings (including AGMs) and for information as regards hybrid or virtual meetings, see Practice Note: How to call and hold an effective hybrid general meeting. Why appoint a corporate representative rather than a proxy? Corporate representatives are often appointed instead of proxies in situations where: • the deadline for filing a form of proxy has been missed • a new matter of concern arises after the proxy has been appointed • if a member wants to change its mind about their vote and decides to attend the meeting in

A member of a company is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at a general meeting of the company. A member’s right to appoint a proxy ahead of a general meeting of a company is governed by the Companies Act 2006 (CA 2006). In addition to the statutory provisions, companies are entitled to confer more extensive rights in relation to the appointment of proxies in their articles of association. In every notice calling a meeting of a company, there must appear, with reasonable prominence, a statement informing the member of: • their rights under CA 2006, s 324, and • any more extensive rights conferred by the articles to appoint more than one proxy The failure to comply with the requirement to put a statement of rights in the notice of general meeting does not invalidate any business carried out at the relevant meeting, but an offence is committed by every officer of the company in default. This

This Practice Note provides a practical framework for approaching disputes over the correct construction of a contract. It is based upon the principles of contractual construction set out in Practice Notes: • Contract interpretation—the guiding principles • Contract interpretation—rules of contract interpretation and should be read in conjunction with that guidance. The scenarios in which such disputes arise are infinitely varied. However, whether it arises in the context of a client approaching you complaining of an unexpected demand from another contracting party or in the response from a third party of whom you have made such a demand, the basic assertion is universal—‘that’s not what was agreed’. When this assertion is raised, practitioners will usually be aiming to bring the dispute to a conclusion swiftly and without the need for costly litigation. Having a sound grasp of how a court would approach the construction of the term(s) in dispute will enable you to make confident decisions about whether it is in the client’s bests interests to litigate the matter

This Practice Note provides a ‘How to’ guide on how to approach costs in family proceedings. It considers the application of the Family Procedure Rules 2010 (FPR 2010) and the Civil Procedure Rules 1998 (CPR). It considers costs on divorce or dissolution, financial remedy proceedings and children proceedings, together with issues of conduct and offers of settlement. Types of costs orders that may be made by the court, costs in relation to litigants in person and costs orders against non-parties are also set out. See Practice Note: Costs in family proceedings. Rules regarding costs in family proceedings In family proceedings, the relevant costs provisions are set out in FPR 2010, SI 2010/2955, Pt 28, together with FPR 2010, PD 28A. Certain parts of the costs provisions of the CPR also apply to family proceedings, with modifications. CPR 44.2(2) establishes the general rule that the unsuccessful party will be ordered to pay the costs of the successful party (ie that costs follow the event). However under FPR 2010, SI 2010/2955, 28.2(1), the general principle of costs

This is an introductory guide for lenders (and other creditors), and their legal advisors, on how to approach a potential debt restructuring. It includes a brief analysis of the advantages of an informal consensual solution over formal proceedings, a summary of key preparatory steps for lenders to consider, as well as a summary of options available in terms of informal restructuring and formal proceedings. Finally, it also considers the possibility of enforcing security, including its relative disadvantages, and the processes available for doing so. As this is an introductory guide, we provide signposts to more detailed content for more information on each topic. The Glossary of restructuring terms and jargon also provides additional explanations of commonly used and technical terms in restructuring and insolvency. This guide focuses purely on processes involving domestic companies. To the extent that a restructuring or enforcement involves foreign companies or cross-border elements, see: Cross border co-operation in insolvency and restructuring—overview and the additional resources contained therein. Why a restructuring? Companies can encounter financial difficulties for many

The Sentencing Council's (SC’s) offence specific sentencing guidelines for use in the magistrates’ courts and Crown Courts in England and Wales for the unauthorised or harmful deposit, treatment or disposal of waste and for illegal discharges to air, water and land and for other environmental offences (environmental guidelines) set out relevant aggravating and mitigating features of serious environmental offences which the courts should consider when sentencing offenders. For detailed information on sentencing environmental offences, see Practice Notes: Sentencing organisations for environmental offences and Sentencing individuals for environmental offences. These environmental offences guidelines are supplemented by the SC’s General guideline—overarching principles, which is specifically designed to be used in conjunction with offence specific guidelines and provides expanded explanations for aggravating and mitigating factors (see Practice Note: Sentencing Council General Guideline—overarching principles—Using the General Guideline in conjunction with offence specific guidelines). These aggravating and mitigating features, coupled with judicial indications of relevant mitigating factors in cases including R v Thames Water Utilities (2015), R v Southern Water Services, R v Sellafield and

The lender's lawyers usually co-ordinate the execution of the finance documents either through a physical signing meeting or, more commonly these days, a virtual signing. However the documents are to be signed, the lender's lawyers will be responsible for co-ordinating the execution versions of the finance documents and making them available to all parties for execution. The borrower's lawyers might be required to assist with the execution of the finance documents (or any other transaction documents requiring execution) by their clients. While physical signing meetings still feature in the banking and finance space, they have become rarer, having been replaced by the virtual execution of documents, including the use of electronic signatures. Virtual execution Following the case of Mercury Tax Group v HMRC, the Law Society published guidance on appropriate methods of execution for virtual signings. It will be important to refer to the Law Society's guidance before arranging virtual execution to ensure that the proposed method of execution complies with such guidance. Initial

Now that you have developed a contract management process (see Precedent: Legal contract management process), it is likely that your organisation will require you to measure the legal department’s performance of the legal contract management process to monitor its efficiency and effectiveness. This Practice Note is designed to assist you to devise suitable performance measurement metrics. Why assess? The only way to ensure the business is operating efficiently is to establish clear goals, along with key performance indicators (KPIs) to determine whether those goals are being met. This is true regardless of which facet of the business is to be managed. Why should contract management, perhaps the most basic process of a legal department, be any different? The difficulty with such metrics is that the legal contract management process is dependent on and affected by the actions and delays of third parties, both within your organisation and outside it. Also, since contracts vary so much from one situation to the next in terms of risk or overall complexity, this makes it difficult to

This Practice Note contains guidance on assessing the risk of your organisation causing or contributing to an adverse human rights impact. Human rights due diligence and risk assessment is not currently a legal requirement in the UK but it is a key part of the corporate responsibility to respect human rights as set out in the UN Guiding Principles on Business and Human Rights (UNGPs). It is also good business practice and can help protect an organisation from operational and reputational risks associated with causing or contributing to an adverse human rights impact. Further, some discrete aspects of the responsibility to respect human rights may be compelled by national law, for example through health and safety and non-discrimination or environmental laws. The EU Corporate Sustainability Due diligence Directive, Directive (EU) 2024/1760 (CSDDD) introduces mandatory human rights and environmental due diligence requirements for the largest companies, both within and, in some cases, outside the European Union. Companies in scope of CSDDD will have a number of obligations, including, crucially to: • identify and

What this guide covers Assessing prospects of success is one of the first tasks undertaken after receiving instructions in a personal injury claim. For claimant practitioners, it helps determine whether the claim should be accepted, how it should be funded and the advice to provide to the client. For defendant practitioners, it informs advice to the client and reserve setting. For all practitioners it will assist with case and settlement strategy. Assessing prospects is not simply a legal question. A solicitor should also consider the quality of the available evidence, the credibility of the parties and witnesses, the expert evidence and any procedural or commercial risks which may impact whether any damages and/or costs are likely to be recoverable from the opponent. The assessment should not be regarded as a one-off exercise. It should be reviewed throughout the life of the claim as new evidence becomes available or circumstances change. In particular, practitioners should reconsider prospects before advising on settlement, making or responding to a Part 36 offer, or commencing

The SRA’s continuing competence regime requires solicitors to reflect on their practice and identify (and then address) their learning and development needs to keep their skills and knowledge up to date. All solicitors must make an annual declaration to the SRA that they have done this as part of the practising certificate renewal exercise. The renewal form also asks solicitors to declare they have an up-to-date understanding of the legal, ethical and regulatory obligations relevant to their role. There is no longer an hours-based CPD requirement. This Practice Note considers the competence lifecycle and practical issues arising from the competence regime, together with steps solicitors can take to assess, maintain and monitor competence. It reflects: • regulatory requirements—see Practice Note: The continuing competence regime • the SRA’s continuing competence guidance and commentary from the SRA following thematic reviews, including its reviews of probate and estate administration and professional obligations The competence statement The SRA competence statement defines the competences the SRA requires of all solicitors and registered European lawyers (RELs). It comprises

This Practice Note is a ‘how to’ guide on assigning rights under commercial contracts which signposts relevant content. It includes a summary of what assignment is, how it is distinct from novation, whether assignment is appropriate, the requirements for a valid assignment, other legal considerations, and practical points when assigning rights under a contract. It is not technically possible to assign a contract as, generally, the burden or obligations under a contract cannot be assigned. It is possible, however, to assign the benefit or rights under a contract to a third party. For further detailed guidance on when you might want to assign rights under a contract and what you should consider, see Practice Notes: Assigning contracts—common scenarios and considerations, What constitutes a valid assignment of a contract? and Drafting and negotiating an assignment—checklist. What is an assignment? An assignment is an immediate transfer of an existing proprietary right, vested or contingent, from one party to another. The assignment of a contractual right does not create privity of contract between the assignee and the original