Commercial organisations which have identified involvement in corruption, whether directly or by an associated person, should seek expert advice before contacting the Serious Fraud Office (SFO) with a view to self reporting, both for advice about conducting an internal investigation and in respect of the consequences of so doing. In particular, any outcome which involves criminal proceedings is likely to be open to active judicial intervention. The Bribery Act 2010 (BA 2010) does not impose a specific duty on a Relevant Commercial Organisation (RCO) to report actual or suspected bribery. However, RCOs will, in that event, wish to consider whether they should do so; the designated organisation to report to is the SFO. RCOs should also consider whether particular cases require reporting separately under section 330 of the Proceeds of Crime Act 2002 (POCA 2002) or the Money Laundering Regulations 2007, SI 2007/2157 (MLR 2007). Self-reporting may mean that an organisation is able to

When a company sells one of its businesses out of its corporate group by way of an asset sale, any employees within the transferring business who hold options over the seller company's shares will often be permitted to exercise their options during a limited period after the sale has occurred. This can raise practical and cost issues in relation to any tax which arises when those options are exercised, as the general view is that (assuming that the whole of the business is transferred): • the burden of accounting for the income tax through PAYE falls on the former employer

Under the Corporation Tax Act 2009 (CTA 2009), a statutory corporation tax deduction is usually available in relation to shares acquired by an employee pursuant to an employee share option scheme, and it is normally the employer company who is entitled to this relief. CTA 2009 sets out specific criteria which must be satisfied in order to obtain the relief, including that the relevant employee must have acquired the options by reason of the employment relationship with the employing company, and that the shares under option must be either in the employing company itself or, broadly, in a company (or member of a consortium) that owns the employing company. When a company sells one

Where a landlord of commercial premises lets a property to a tenant by way of a lease, it will almost inevitably be the case that the tenant will be responsible, for the utilities, including entering into a contract with the utility company. This protects the landlord in the event that the tenant defaults, or becomes insolvent, or assigns the lease leaving arrears. The real issue is as between an outgoing and an incoming tenant. Ordinarily, it will be the case that the outgoing tenant is the party contractually liable to the utility company for the payment of services. If the outgoing

As explained in Practice Note: EIS—conditions for relief: issued shares, the funds raised and the arrangements in general, one of the conditions for Enterprise Investment Scheme (EIS) relief to be obtained, under section 173(2)(aa) of the Income Tax Act 2007 (ITA 2007), is that the shares that are issued do not carry, at any time during Period B ‘any present or future preferential right to a company’s assets on its winding up’. Period B is defined in ITA 2007, s 159(3), as the date starting from the date the shares are issued and finishing three years later (or in certain circumstances

Under section 2(2)(b) of the Consumer Protection Act 1987 (CPA 1987), ‘any person who, by putting his name on the product or using a trade mark or other distinguishing mark in relation to the product, has held himself out to be the producer of the product’ shall be liable for the damage caused wholly or in part by a defect in a product. Under Article 3 of Council Directive 85/374/EEC (the Directive which was implemented in the UK by CPA 1987), the ‘producer’ can be any person who puts their trade mark on the product. Therefore, a trade mark proprietor who has consented to their trade mark being used on a product is holding themselves out as being the ‘producer’

See Practice Note: Property law aspects of Company Voluntary Arrangements (CVAs), at section Options to determine. A CVA may give a landlord whose rights have been compromised in the CVA the right to terminate the affected lease. How this is achieved, and its effect, will be a matter of interpretation of the CVA and the lease. However, some general principles are explained in the Practice Note, including that: • the termination right will usually operate by requiring the landlord to serve notice within a given timeframe • the

Under section 1 of the Housing Act 1988 (HA 1988), only an individual(s) can hold an assured tenancy (AT) and accordingly an assured shorthold tenancy (AST). Therefore, a company cannot hold an AST. See Commentary: Letting must be to an individual who has his main home in the dwelling-house: Claims to the Possession of Land [C3.5]. It is also unlikely that the tenant company holds a business tenancy under the Landlord and Tenant Act 1954 (LTA 1954) on the basis that it is unlikely the tenancy falls within the definition under LTA 1954, s 23, ie a tenancy is within LTA 1954 if the whole or a part of the demised premises is occupied by the tenant for the purposes of its business or for those and other purposes. The expression 'business' includes any trade, profession or employment. It also includes any activity carried on by a body of persons,

This Q&A assumes that the company in question is a private company limited by shares. Upon incorporation of a company, the default statutory version of articles of association will apply unless the company adopts its own, customised articles. The version of default articles that applies to any given company is the version in force at the date that the company was registered. Newer versions or amendments to the default statutory articles are not automatically applied to existing companies; the articles will remain unchanged unless and until a company takes action to amend them or adopt new articles. This means that older, historical versions of the model articles and Table A will continue to have relevance to some companies. If a company was incorporated under the Companies Act 1985 (CA 1985) with default statutory articles and has since not amended them or adopted new articles, the relevant version of the Table

We are not aware of any specific guidance on the data protection implications under Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR), and the Data Protection Act 2018 (DPA 2018) of using Skype to record recruitment interviews. You may find helpful the Information Commissioner’s Office (ICO) Employment Practices Code (the Code), based on the now-repealed Data Protection Act 1998. Para 1.5 of the Code deals with recruitment interviews, but does not consider the video or Skype recording of interviews. We are still awaiting an updated version of the Code, taking account of Regulation (EU) 2016/679, GDPR, and DPA 2018. The recording of a recruitment interview is likely to involve the processing of the interviewee’s personal data, and may also involve the processing of special categories of personal data (formerly sensitive

If Companies House filings show that a company has ‘ordinary A shares’ and ‘ordinary B shares’ in issue, it will be necessary to determine what rights attach to those ordinary A shares and ordinary B shares. The first place to look for such rights would be the company’s articles of association. However, the terms of any other documentation that might deal with the rights attaching to those shares should also be checked, eg the Companies House filings themselves, any shareholders’ resolutions relating to the issue of the shares and any shareholders’ agreement relating to the company. While the rights attaching to shares should be set out in a company’s articles as a matter of best

There is no territorial limitation on the Senior Managers Regime. This means that it will apply to anyone who performs a senior manager role, whether they are based in the UK or overseas. For UK firms, the Certification Regime is limited to people performing a Certification Function who are either based in the UK or,