The Housing Act 1980 introduced the concept of secure tenancies, which were further reformed by the Housing Act 1985. Until 15 January 1989, housing associations as well as local authorities were able to grant secure tenancies. Secure tenancies grant significant protection to tenants due to the limited grounds on which possession can be obtained by the landlord, as well as granting the right of succession. See Practice Note: Secure tenancies [Archived]. Since the advent of the Housing Act 1988 (HA 1988), housing associations have no longer been able to grant new secured tenancies but

The question of whether secured liabilities may be set off has been unsettled in English law for some time. In Re Norman Holding Co Ltd, the court held that a secured debt was not susceptible to set-off

What date was the charge created? In order for security to be enforceable against certain third parties, such as the administrator, the security must be registered at Companies House. Under section 859A of the Companies Act 2006 (CA 2006), the 'period allowed for delivery' of a registrable charge at Companies House, together with the 'Section 859D statement of particulars' (see Practice Note: How to register security at Companies House), is 21 days beginning with the day after the date of creation of the charge (unless an order allowing an extended period is made under CA 2006, s 859F(3)). CA 2006 contains provisions clarifying the meaning of the 'date of creation of the charge'. A charge is deemed to have been created in accordance with the following rules set out in CA 2006, s 859E(1): Type of Charge Details Deemed date of creation Charge

Section 4(10)(aa) of the Child Support Act 1991 (CSA 1991) provides that where the court has made an order for child maintenance, neither party can make an application to the Child maintenance Service (CMS) for an assessment pursuant to CSA 1991, s 4 for a period of one year after the order was granted. The exception is that if the order for child maintenance was made by the court prior to 3 March 2003, CSA 1991, s 4(10)(aa) does not apply and therefore the parties continue to be unable to apply for a child support maintenance assessment by the CMS even after one year has passed. Save in certain limited circumstances, such as an application for a top up order (CSA 1991, s 8(5)–(10)) or variation of an existing child maintenance

Section 38 of the Landlord and Tenant Act 1985 (LTA 1985) states that ‘dwelling’ means a building or part of a building occupied or intended to be occupied as a separate dwelling, together with any yard, garden, outhouses and appurtenances belonging to it or usually enjoyed with it. The Upper Tribunal reviewed the case law

A contract may be wholly discharged by agreement as follows: • where one party releases the other from its obligations by deed (release) • the parties agree to compromise a contractual claim on agreed terms (accord and satisfaction) • an executory agreement is rescinded by mutual agreement (rescission) • contract expressly provides parties with option to terminate

For the purposes of this Q&A, we have focussed on agreements to refrain from instituting or continuing proceedings eg under the Employment Rights Act 1996 (ERA 1996) which satisfies the conditions regulating settlement agreements (see ERA 1996, s 203(2)(f) and (3)). This Q&A also considers settlement in the commercial context. Settlement in the employment context There is no specific requirement eg in ERA 1996, s 203(2) and (3) that consideration must be provided. However, a settlement agreement is a contract, and normal contractual principles will therefore apply, ie there must be an offer, acceptance and consideration (in relation to consideration, see Bank of Credit and Commerce International SA v Ali). For further information on settlement agreements in employment generally, see: • Practice Note: Settlement agreements in employment—legal requirements • Practice Note: Settlement agreements in employment—practical and tax issues • Precedent: Settlement agreement (employment) For information generally on what is required to ensure that there is a valid contract

This Q&A assumes that the purported share buyback was an off-market share buyback. Breach of CA 1985 requirements in relation to a share buyback Section 143 of the Companies Act 1985 (CA 1985) stated that ‘Subject to the following provisions, a company limited by shares…shall not acquire its own shares, whether by purchase, subscription or otherwise’. The ‘following provisions’ are CA 1985, ss 162-181. If a company breached CA 1985, s 143, then CA 1985, s 143(2) provided that: • the purported share buyback was void (the effect of this is that any shareholder seeking to sell their shares remained the holder of those shares and the shares remained in issue), and • an offence was committed by the company and every officer of the company who is in default and they are liable to imprisonment or a fine (or both) The only exception

For the purposes of this Q&A, we have assumed that the company in question is a private company limited by shares. A director owes a number of duties to the company of which he is a director and he must therefore consider the applicability of his directors’ duties in the performance of his role. With regard to receipt by a director shareholder of more favourable consideration for his shares on transfer compared to that received by the other shareholders (eg receipt of a consultancy fee as part of the transfer), the director should consider the applicability of the following directors’ duties: Duty to avoid conflicts of interest A director is subject to the duty to avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. This duty to avoid

A targeted anti-avoidance rule (TAAR) was introduced in the Finance Act 2016 (FA 2016) which may impact on a shareholder’s ability to be involved in a trade following a distribution of assets on a member’s voluntary liquidation. The TAAR potentially impacts liquidations of close companies on or after 6 April 2016 where an individual shareholder receives a distribution from a liquidator and the distribution is not just a partial or full repayment of original share capital. Where it applies, the TAAR taxes distributions made to individuals as income which means that the recipient will not be able to benefit from entrepreneurs' relief, which is a capital gains tax (CGT) relief. The TAAR applies to tax as income a distribution made on or after 6 April 2016 to an individual by a UK tax resident company in a winding up if Conditions A–D (outlined below) are met and the distribution is not excluded.

This Q&A looks at whether the directors of an English private limited company incorporated under the Companies Act 2006 (CA 2006) can approve the making of an interest-free loan to another entity or whether the approval of shareholders in general meeting is required. Additional considerations may be relevant if the lender is subject to the rules of a stock exchange or its shares are otherwise publicly traded—these are not covered in this Q&A. Company’s objects Note that, for companies incorporated after 1 October 2009, CA 2006, s 31(1) provides: 'Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted'. For companies with Table A 1985 articles, regulation 70 specifies that the directors’ powers are limited by the memorandum of association. Since 1 October 2009, the memorandum of association no longer contains the objects clause, which is deemed to have become part of the articles, so this limitation no longer applies. There is no longer any general position, therefore, that

A shareholders’ agreement is no different from any other form of contract and so can become binding on shareholders because it has been agreed to by all of them either orally, in writing (but not formally signed) or by conduct. See Q&A: What is the effect if one party fails to execute a multi-party agreement after the others have executed. Will this bind only the parties executing? If the agreement has been signed by some, but not all the shareholders, the first question will be why. If they did not sign because they did not agree with the agreement or the agreement was only to come into effect if signed, then that is likely to be an end of the matter. However, if they did not sign for some other reason, such as oversight or because they did not think it was necessary, then the