Deferred shares A deferred share is one where the ability to participate in dividends or a return of capital is deferred to all other classes of share capital, including ordinary shares. Such shares (sometimes referred to as ‘founders’ shares’) may be granted to promoters of a company to give them a stake in the company while leaving the voting shares available for subscription by other investors. In recent times, deferred shares have commonly arisen on a conversion of shares (pursuant to a company’s articles) where convertible preference shares convert into a certain number of ordinary shares. A company’s articles may provide that if the resulting

This Q&A raises the issue of the extent to which a person who takes an assignment of the reversion to a residential lease is able to recover rent which fell due before the date upon which it takes effect. Upon notice of assignment of the reversion being given to the tenant, then in the case of leases granted before 1 January 1996, the assignee is entitled to the payment of rent falling due in the future under section 141 of Law of Property Act 1925 (LPA 1925). The assignee is also able to claim arrears of rent which fell due prior to the assignment, the landlord who effects the assignment losing that right once it takes effect: re King. In the case of a lease granted

In answering this Q&A we have limited our research to cover Part 36 issues where a costs budget has been filed late. It is important to be aware that the provision in CPR 3.13 covers not only a complete failure to provide a cost budget but also any failure to comply with the relevant rules and that includes late service and/or filing of the costs budget—the date for service/filing is stipulated in CPR 3.13. Effect on costs Where a costs budget is filed late, the sanction in CPR 3.14 may be applied by the court ie the party will be treated as having filed a limited costs budget such that only the applicable court fees will be recoverable from the other side in the event it is

We refer you to the following cases which you may find useful for your purposes: • Barclays Wealth Trustees (Jersey) Limited v Erimus Housing Limited: this concerned tenants who were holding over and who did not have security of tenure. A tenant who holds over at the end of their lease is a tenant on sufferance until the landlord consents to the tenant's possession. With consent, the tenant becomes at least a tenant at will. If the tenant at will continues to pay rent, even a rent previously reserved at an annual rate, that is not inconsistent with a tenancy at will. Specifically, 'the payment of rent gives rise to no presumption of a periodic tenancy' • Longrigg, Burrough and Trounson v Smith: it was held that acceptance of rent after the lease of a shop expired was not conclusive. The true question was whether the parties had

The main issue of concern where an agreement under section 38 of the Highways Act 1980 (HiA 1980) is being entered into by both a developer who does not have an interest in the land, and landowner, is that only the landowner(s) can dedicate the

While there is nothing to prevent someone from being employed by two or more individuals or entities at the same time, when drawing up the terms of employment, consideration will need to be given to where the respective rights and obligations of each of the parties reside, and the requirements and expectations of each of the employers. For example, consideration may need to be given to: • allocation of working time • reporting and line management • holiday, sickness and other absence • maternity and other family-related leave, and flexible working requests • discipline, grievance and performance management procedures • appraisals • awards of pay, bonus and commission In each case, it will need to be clearly set out whether: • each employer manages the employee in respect of the work that the employee does for that employer, or • one employer manages the employee on behalf of both employers, in which case it will need to be clear

It is difficult to give any clear guidance as to what may or may not be relevant to any particular procedure or process in a clinical setting. The starting point is the standard framework for negligence when dealing with a patient's entitlement to medical care and support. There is a long established set of principles around breach of duty and causation. One

In this Q&A we have assumed that 'email journaling' means a process where emails entering or leaving a server are copied and sent to a single email account in such a way that there is a journal of every email coming and going in a user determined order (usually time/date). We have limited this answer to cover situations falling within the assumptions above and to situations where the journal account cannot be altered by any user of the server with normal privileges. Save for one respect there are no specific requirements relating to journaling over and above those rules applying for emails generally.

Where a landlord serves notice under section 5 of the Landlord and Tenant Act 1987 (LTA 1987) indicating an intention to dispose of a relevant building, the qualifying tenants may serve an acceptance notice exercising the right of first refusal. See, generally, Practice Note: Tenants' right of first refusal—Landlord and Tenant Act 1987. An acceptance notice is served on the landlord by the ‘requisite majority’ of qualifying tenants. For details of the requisite majority, see Commentary: Requisite majority: Tenants' Right of First Refusal [2.57]. The notice

Practice Note: Administration sales involving property—process and options for a buyer considers the key issues when selling or acquiring a property (freehold or leasehold) as part of a sale of the asset and business from a company in administration. It also considers the difference in approach between acquiring property from a solvent company and one that is in administration. A key point to note is that unlike in standard property transactions, when buying property from an administrator, the buyer does

There are no specific legal requirements in relation to execution by nominee shareholders. However, in the case of a corporate nominee, it should execute the agreement in accordance with the Companies Act 2006 requirements for execution of contracts by companies. For further details see Practice Note: Executing deeds and simple contracts and Precedent: Execution clause—company—contract In addition, the relationship between a nominee and the beneficial owner is often evidenced and governed by a declaration

The general rule is that in the absence of an express provision in the lease or a statutory provision, a landlord is under no obligation to put a premises into a state of repair at the start of the tenancy. This position was summarised in Robbins v Jones (1863) 15 CBNS 221 (not reported by LexisNexis®) when the court stated: ‘fraud apart, there is no law against letting a tumble-down house.’ Likewise, during the lifetime of a lease, a landlord is not normally under