The provisions of a company’s articles of association bind a company and its shareholders as contractual terms in accordance with section 33 of the Companies Act 2006 (CA 2006). A company’s articles are likely to contain provisions restricting, or otherwise specifying a particular process in respect of, share transfers—indeed, the Model Articles for private companies limited by shares (being the articles which would apply to a newly formed company if bespoke articles have not been adopted by such company) (Model Articles), grant a general power to directors to refuse transfers (see article 26(5)).  However, contracting parties may choose to supplement or replace the Model Articles in their entirety with bespoke articles; and it is common practice for parties to use a shareholders’ agreement between the members to enhance or further supplement such articles. For example, the parties could agree that (i) certain types of transfers are prohibited

This Q&A assumes that the existence of the tree preservation order would have been revealed by a search of the local land charges register Tree preservation orders A local planning authority can make a tree preservation order (TPO) for the preservation of trees or woodlands ‘in the interests of amenity’ (section 198(1)–(2) of the Town and Country Planning Act 1990). A TPO can be registered in Part 3 of the local land charges register. Latent and patent defects in title The underlying principle in property transactions is ‘caveat emptor’ or ‘let the buyer beware’. In other words, the risk is with the buyer to make the necessary enquiries and investigations to ensure that the property they purchase is the property they are expecting to acquire, and that the price being paid is a fair price for what is being sold. This puts the

Arbitration analysis: This case provides an authoritative restatement of the grounds for a setting aside application in the Singapore courts under Article 34(2)(a)(iv) of the UNCITRAL Model Law (‘Model Law’). In Lao Holdings NV, the Singapore Court of Appeal (‘CA’) held that in the face of different interpretations of an arbitral agreement, the court will not revisit the tribunal’s interpretation where the construction is open on the text of the agreement. This is so even if the court prefers another construction than the one adopted by the tribunal. The tribunal’s duty to act within applicable arbitral rules is discharged when it plausibly construes an arbitral agreement. Thus, a de novo review may only be permissible where the tribunal’s decision is not open on any view of the text, resulting in a serious breach of natural justice. The decision therefore re-affirms the principle that arbitral awards cannot be set aside for errors of fact or law. Written by Katie Chung, partner at Norton Rose Fulbright (Asia) LLP; co-authored by Too Tat Rui, legal executive at Norton Rose Fulbright (Asia) LLP.

It was historically the case that a trustee could not benefit from acting as a trustee. See commentary: Trustees' Remuneration: Tolley's Administration of Trusts [B4.1]. Part V of the Trustee Act 2000 (TrA 2000), however, made major changes to the previous law. TrA 2000, s 28 deals with the Trustee’s entitlement to payment under the trust instrument: TrA 2000, s 28 (1): ‘Except to the extent (if any) to which the trust instrument makes inconsistent provision, subsections (2) to (4) apply to a trustee if— (a) there is a provision in the trust instrument entitling him to receive payment out of trust funds in respect of services provided by him to or on behalf of the trust, and (b) the trustee

Upon bankruptcy, the bankrupt’s estate vests in the trustee immediately upon their appointment taking effect (section 306 of the Insolvency Act 1986 (IA 1986)). You may find: Definition of the bankruptcy estate and which assets vest in the trustee in bankruptcy—overview useful for your purposes. Should documents such as a file of papers held by the bankrupt’s former solicitors not be provided, the trustee can of course use their powers under IA 1986, s 366 to force the former solicitors to disclose them. The question as to who is responsible for any copying fees incurred by the former solicitors depends on the ownership of the file and the papers contained within it. As set out above, if the whole file belonged to the client (who is now the bankrupt) that vests in the trustee upon their appointment taking effect and belongs to them—they therefore own the

If a trustee in bankruptcy (trustee) chooses to continue proceedings in their own name, they may become personally liable for costs in the same way as another party. However, if the trustee is joined to proceedings

In answering this Q&A, we have assumed that the breach of covenant is either a breach of a short-term tenancy lease or a long leasehold interest. The answer to this Q&A will be determined by whether a lease will form part of the bankruptcy estate. What comprises the bankruptcy estate? In general terms, under section 283 of the Insolvency Act 1986 (IA 1986), all property (as broadly defined by IA 1986, s 436) belonging to or vested in the bankrupt on the date of the bankruptcy order comprises part of the bankruptcy estate and will vest automatically in the trustee in bankruptcy (the trustee) immediately on their appointment. IA 1986, s 283 sets out some specific exceptions of assets that will not comprise part of the bankruptcy estate (such as tools of trade) and IA 1986, s 283(3A) sets out certain kinds of tenancies that also do not comprise part of the bankruptcy estate. Additionally, the courts have also held that certain assets

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. As indicated in this Q&A, rule 6.224 of the Insolvency Rules 1986, SI 1986/1925 (IR 1986) (IR 1986, SI 1986/1925, r 6.224 provides that the expenses of bankruptcy are payable out of the estate based upon a strict order of priority divided into 18 categories. The highest priority of payment of expense arises, in relation to expenses or costs which are properly chargeable or incurred by the trustee in preserving, realising or getting in any of the assets of the bankrupt or otherwise relating

Non-disclosure provisions The Data Protection Act 1998 (DPA 1998) requires that data controllers process personal data in accordance with the eight data protection principles (see Practice Note: Data protection principles under the DPA 1998). In addition, a data controller must not disclose personal data to third parties contrary to the non-disclosure provisions set out in DPA 1998, s 27(3), which include: • the first data protection principle (fair and lawful processing), except for the requirement to satisfy one or more of the conditions for processing (DPA 1998, Sch 2 and 3) • the second (purposes), third (adequacy), fourth (accuracy) and fifth (retention) data protection principles • an individual's right under DPA 1998, s 10 to prevent processing likely to cause damage or distress • an individual's right under DPA 1998, s 14 to have incorrect personal

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. Pursuant to Insolvency Act 1986 (IA 1986), s 127, a payment which is made by a company to a creditor after a winding-up petition is presented, but prior to the winding up order

A person attains full age at 18 (Section 1(1) of the Family Law Reform Act 1969). A child's contract is at common law generally voidable at the instance of the child, although it is binding upon the other party. Exceptions to this rule are contracts for necessaries and certain other contracts such as contracts of service and apprenticeship (Proform Sports Management Limited v Proactive Sports Management Limited), if they are clearly for the child's benefit, such contracts are valid and binding upon a child. In such cases the question to be judged is whether the contract is or is not on the whole beneficial at the date

For the purposes of this Q&A we have focused on the rules and procedure concerning voluntary transparency notices under the Public Contracts Regulations 2015, SI 2015/102. For public contracts subject to the Public Contracts Regulations 2015, SI 2015/102, the requirements for publishing contract notices in the Official Journal of the European Union (OJEU) in accordance with the rules of procedure are set out in the Public Contracts Regulations 2015, SI 2015/102, Pt 2 (see in particular regs 48 to 52). A voluntary transparency notice (also known as a ‘voluntary ex ante transparency notice’ or ‘VEAT notice’) is used in limited circumstances arising under the Public Contracts Regulations 2015, SI 2015/102, Pt 3. A voluntary transparency notice may be published by a contracting authority where a contract has been awarded without prior publication of a contract notice in accordance with the Public Contracts Regulations 2015, SI 2015/102, Pt 2 (ie a direct