Net settling a share award is used in order to reduce the number of shares that a company must deliver in order to satisfy the award. Awards can potentially be net settled in relation to both any exercise price payable and any tax or National Insurance contributions (NICs) due. Among the advantages of net settlement is that it can result in less dilution for the existing shareholders and mean that a company can make its headroom under any applicable dilution limits go further. Net settling for tax and NICs involves the company delivering shares to the award holder which have a value equal to the post-tax value that the award holder would have received had they received the full, gross number of shares and sold the necessary number in the market to cover the pay as you earn (PAYE) and NICs due. The company then settles the PAYE and

This Q&A assumes the document is executed after 6 April 2008. For a company to execute a deed, it must comply with section 46 of the Companies Act 2006 (CA 2006) and thus be duly executed by the company in accordance with CA 2006, s 44 and delivered as a deed. By CA 2006,

This Q&A raises the interplay between the rights of parties to a lease and of shareholders in a company who happen to be lessees. It is not uncommon for lessees under long leases of residential property to be shareholders of the company which either owns the freehold, manages the block on behalf of the freeholder or exercises the right to manage under the Commonhold and Leasehold Reform Act 2002. This Q&A also raises the operation of the Companies Act 2006 (CA 2006). The leases referred to in this Q&A appear to have been drafted on the basis that they be held by people over a certain age. This might take the form of a user clause restricting

We assume for the purpose of this response that by ‘client money’, it does not mean that the money was held under a trust for the company's client. When a company goes into administration, its assets fall to be distributed under the statutory waterfall of payments—see Practice Note: Waterfall of payments in administration. Administration set-off pursuant to the Insolvency (England and Wales)

For the purposes of this Q&A, we assume that the winding-up petition is being conducted under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 that came into force on 6 April 2017. Where a winding-up petition is presented against a company, it is of course possible for the debtor company and the petitioning creditor to reach a settlement agreement (usually on the terms mentioned in your query) which means that the petitioning creditor will not seek a winding-up order. If the winding-up petition has not been advertised in accordance with IR 2016, SI 2016/1024, r 7.10 and no notices in support or in opposition to the winding-up petition have been received by the petitioning

On dissolution of a company, all property and rights vested in, or held on trust for, the company immediately before dissolution are deemed to be bona vacantia and vest in the Crown (or in the Duchy of Lancaster or Duke of Cornwall if the company’s registered office was in Lancaster or Cornwall respectively). This excludes property held by the company on trust for any other person. The Crown may choose to sell the property if it has value. Otherwise, the Crown may disclaim it. It has three years from the date of the vesting coming

An option to tax is personal and does not generally bind anyone else. If the company transferring the land has itself exercised the option to tax, the option does not automatically pass to the transferee. The transferee would need to exercise its own option if the option is to continue to apply. We are not aware of any special rules that would treat a Part VII transfer differently from another sort of transfer for these purposes. Equally, for

Summary If a security holder consents in advance to the sale of an asset which is within the scope of the security and the free use of the sale proceeds by the security provider that may amount at law to a release of the asset from the security. Any advance consent to disposal of an asset and the use of its proceeds by the security provider must be carefully regulated to avoid this problem. It is unlikely that any agreement between the security provider and security holder specifying the order in which assets subject to security are realised on default would be binding on an officeholder in the event of a formal insolvency of the security provider. Permission to sell without consulting the seller The simplest way to achieve this would be to exclude the asset, if identifiable, from the scope of the security

The issue to consider will be generally whether a third party can obtain a copy of a witness statement from the court in respect of live proceedings, and whether there are any restrictions on the applicant in the proceedings regarding disclosing a witness statement to non-parties. The status and use of a witness statement will depend on whether it is a draft witness statement or a final one which has been signed off by the witness. Draft witness statements and affidavits are privileged unless and until privilege is waived. For information on privilege, see Practice Notes: Privilege—general principles

It is assumed that the company in question was not insolvent at the time of its dissolution or struck off and dissolved as a result of any insolvency proceedings. It is possible that the company could be restored by court order, because the court will allow anyone appearing to have an interest in the restoration of a company to bring an application to restore that company to the register using the court process (section 1029 of the Companies Act 2006 (CA 2006)). An

In many countries—including the UK—a company’s ability to offer its shares outside of its existing shareholder base tends to be subject to wide ranging restrictions, including under company law, financial services regulations and public offers and prospectus regimes. Commonly, there will be exemptions or relaxations to these requirements if the offer is to the company’s own employees (or to employees of the same corporate group). However, share awards made to a worker who is engaged via an employer of record (EOR) will not normally be able to fall within these exemptions, and therefore the company should take care not to inadvertently breach these legal and regulatory regimes (by, for example, ensuring that an alternative exemption can be relied upon in the given circumstances). The relevant regimes will depend upon the locations

Paragraph 35 of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) requires that enterprise management incentives (EMI) options can only be granted over shares which form part of the relevant company’s ordinary share capital, and which are also fully paid up and not redeemable. Schedule 5 also stipulates that these requirements must be met at the time that the option is granted in order for it to be EMI qualifying (see ITEPA 2003, Sch 5, paras 1(4), 34 and 35). In