The issue is whether the former directors of a company who received payments for loss of office are obliged to provide documentary evidence that the necessary shareholder approvals (required under section 217 of the Companies Act 2006) were obtained prior to the payments being made. Approval of members and company books Subject to certain exceptions, shareholder approval is required before any payments are made to a director in connection with his loss of office as these transactions are considered to be particularly open to abuse. There are exceptions for: • certain companies • payments in discharge of certain obligations, and • small payments For further details, see Practice Note: Payments for a director’s loss of office (in particular, Payments for a director’s loss of office—Exceptions to the requirement to obtain member approval). Shareholder approval may be given by ordinary resolution (subject to the provisions of the company's articles of association which may require a higher approval

When the founders of a business take shares in the newly incorporated company they will usually either subscribe for the shares or take a transfer of shares from the entity which is forming the new company. Although these shares are often referred to for convenience as founder shares, the shares will be no different from a tax perspective to shares which are subsequently issued to non-founding directors and employees. Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) imposes a charging regime in relation to all shares which are employment-related securities. A share will be an employment-related security if the shares were actually acquired by reason of employment or are deemed to be by reason of employment. The 'deeming' provision under ITEPA 2003, s 421B is particularly key, as this has the effect that if an individual

Commentary: Claims where there is no grant of probate: APIL Guide to Fatal Accidents states: 'The dependants can recover the expenses of the deceased's funeral even if there is no grant of probate. Section 3(5) of the Fatal Accidents Act 1976 states: ''(5)

Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (CCR 2013), SI 2013/3134 which came into force on 13 June 2014, regulate most contracts made between a 'trader' and a 'consumer'. They provide general cancellation rights for goods and services including an extended ‘cooling-off’ period for distance and off-premises contracts of up to 14 days after delivery (for goods) or conclusion of the contract (for services) as opposed to the previous seven calendar

An amendment agreement, although having as its purpose the amendment of an existing agreement, is itself an individual contract. Therefore, the same rules of construction and contract interpretation apply to the amendment agreement in its own right. Any dispute relating to the amendment agreement

The SRA Accounts Rules only apply to regulated law firms and people who manage or work in them. A solicitor must not hold client money personally unless they: • work in a regulated law firm • work in an organisation of a kind prescribed by the SRA, or • are a ‘freelance solicitor’ (certain restrictions apply) A prescribed organisation is a non-commercial body, defined in the SRA Glossary by reference

Indemnities are often used together with warranties and exclusion and limitation of liability clauses to apportion commercial risk. Indemnities, in particular, apportion specific liabilities between the parties and are used in a variety of circumstances. Indemnities give rise to an ‘on demand’ payment as opposed to a contractual right to sue. Provided that an indemnity relates to a specific loss (often referred to as a claim for a debt), it will not be subject to the usual rules on causation and remoteness of damage, and the requirement to mitigate losses. If, however, the indemnity is for the payment of damages for breach of contract, then these rules may still apply (see Practice Note: Contractual damages—general principles). In order to identify which losses are recoverable under an indemnity, it is essential to consider what the express terms say and how they will be interpreted in a court of law. The extent of the losses that will be recoverable under an indemnity will depend on how they

We do not have existing guidance which addresses your precise query, but hope the below will be useful for your research. For the purposes of this response we have limited our reply to the Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR) regime and those parts of the Data Protection Act 2018 (DPA 2018) which relate to that regime. Domain names A domain name is one of the components of the internet’s transport layer, being the internet’s naming and addressing system. Each computer or device that is connected to the internet is identified by an internet protocol address (IP address), such as 69.63.176.13. Because people find names easier to memorise than long strings of numbers, the domain name system evolved to help people locate resources on the internet. In this example, 69.63.176.13 is facebook.com. For further guidance on domain names generally (eg including on how the WHOIS service has adapted for compliance with the GDPR), see: Domain names—overview

The PSC regime applies to UK incorporated companies limited by shares or guarantee (including community interest companies), LLPs, unlimited companies, unregistered companies, SEs and (as a result of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, SI 2017/694 (Scottish Regulations)) eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships). These entities are required to update their own registers within 14 days, and to update the information held on the central register at Companies House within a further 14 days (except eligible Scottish partnerships which are not required to keep a PSC register but are only required to deliver PSC information to Companies House within 14 days). The framework of the new regime is set out in the new Part 21A of the Companies Act 2006 (CA 2006), as inserted by Schedule 3 to the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015). For full details on the PSC regime, see Practice

Legal representatives commencing divorce/dissolution proceedings via the MyHMCTS online system are required to upload an image of the marriage/civil partnership. The MyHMCTS guidance states: ‘You should upload an image of the

Various types of assets and property are disregarded for the purposes of assessing a person’s liability to contribute towards their costs of care provided by a local authority. The categories of disregarded capital are set out in Income Support (General) Regulations 1987, SI 1987/1967, Sch 10 (Capital to be disregarded). Schedule 10, paragraph 15 of the regulations

The enforceability of liquidated damages clauses A liquidated damages clause is a clause that provides for a set sum to be paid to the innocent party when the other contracting party has breached the contract. Whether such a clause is enforceable will depend on whether the courts construe it as a liquidated damages clause (enforceable) or a penalty (unenforceable). The test for what constitutes a liquidated damages clause is currently set out in the Supreme Court decision of ParkingEye v Beavis; Cavendish v El Makdessi. If this sum is a genuine pre-estimate of the loss that is likely to flow from the breach, it will represent agreed damages, called liquidated damages, and will be recoverable without the need to prove the actual loss suffered. However, in light of the Supreme Court's decision in ParkingEye, the fact that the clause does not represent a genuine pre-estimate of loss is not necessarily fatal to it being enforceable. Rather, the court will consider the factors as to legitimate interest and