This Practice Note explores the fundamental aspects of company law relating to the constitution of a company (whether comprising any or all of the memorandum, articles of association or any other resolutions or agreements). It includes content relating to entrenchment, amendment of the articles and the bespoke articles relevant for joint ventures, buyouts and venture capital transactions. What is a company’s constitution? A company’s 'constitution' is defined under section 17 of the Companies Act 2006 (CA 2006) as including: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution (see What are ‘resolutions and agreements’ affecting a company’s constitution? below) The CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including (see CA 2006, ss 29–32): • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution or sanctioning a compromise,

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the Hague Judgments Convention coming into force for the UK and the Court of Appeal decision in AmTrust Specialty Ltd v Endurance Worldwide Insurance Ltd (disclosure scheme in the Business and Property Courts); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller); [and] 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer)[. OR ; and] 3 [[insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company),] each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Buyer has requested that certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition.

Construction analysis: The Technology and Construction Court (TCC) held that a letter of 8 November 2024, exchanged after SEI had called on a performance bond, was a concluded and binding agreement notwithstanding earlier negotiations conducted 'subject to contract'. The later escrow agreement did not supersede that bargain, but provided the mechanism by which the escrow monies would be held and released. GMC had satisfied paragraph 6 of the 8 November agreement by issuing Part 7 proceedings before 7 March 2025, so the escrow sum did not become payable to SEI automatically. However, because the underlying dispute fell within the subcontract’s arbitration clause, those Part 7 proceedings had to be stayed under section 9 of the Arbitration Act 1996.

Dispute Resolution analysis: The Privy Council has overturned a decision of the Court of Appeal of the Eastern Caribbean, thereby upholding the decision of the first instance judge who had allowed an appeal from a decision of arbitrators that they were bound by authority to find that the damages claimed by Global Water Associates (Global) were too remote to be recoverable. Global had been unable to operate a water treatment plant because it had not been built as a result of a breach of contract by the government of the British Virgin Islands. In the event the losses resulting from the breach were within the reasonable contemplation of the parties and accordingly were not too remote to be recoverable. Written by Charles Joseph, barrister at Tanfield Chambers.

This week's edition of Construction weekly highlights includes a case in which the Technology and Construction Court (TCC) considered applications to set aside service in a defective cladding case involving contribution claims, building liability orders, and liability for defective cladding products under section 149 of the Building Safety Act 2022 (HB and others v Sto), technical amendments to the building regulations in Wales, a case in which the Court of Session was required to determine the validity of a demand made under a performance bond (The Renaissance Club at Archerfield v BVB), a judgment of the TCC on whether an adjudicator had been entitled to find that neither party had proved its case (BDP v Cygnet), and an update to the New Engineering Contract (NEC)’s Option X29 (dealing with nature and climate change).

Arbitration analysis: This case involved an appeal against a decision by the Singapore International Commercial Court, which granted two anti-suit injunctions (Injunctions) restraining the appellant from continuing domestic court proceedings in Korea. The Singapore Court of Appeal partially allowed the appeal, setting aside the Injunctions granted concerning the claims against non-parties to the arbitration agreement. In doing so, the Singapore Court of Appeal clarified that an exclusive forum clause in a contract is presumed not to apply to claims against third parties unless explicitly stated to do so and accordingly cannot serve as the basis for issuing an anti-suit injunction to stop the claim against the third parties. Written by Amanda Lees, partner at King & Wood Mallesons.

This week's edition of Commercial weekly highlights includes: analysis of the High Court decision in Alaska Airlines v Virgin Aviation where the court ruled in favour of the defendant, granting summary judgment on a claim for sums due under a contract with Alaska Airlines, notwithstanding a defence of circuity of action based on a claim in unjust enrichment, commentary on the new failure to prevent fraud offence which came into force on 1 September 2025 under the Economic Crime and Corporate Transparency Act 2023, and news that the Department of Science, Innovation and Technology has published a joint ministerial letter on cyber security addressed to all FTSE100 and FTSE250 companies and other leading UK firms.

The Department for Energy Security and Net Zero (DESNZ) has launched a consultation, seeking views on proposed reforms for Allocation Round 7 (AR7) of the Contracts for Difference (CfD) scheme, scheduled to open in summer 2025. Key proposals include: (1) relaxing CfD eligibility criteria for fixed-bottom offshore wind projects to permit projects that have not yet obtained full planning consent to participate in near-term allocation rounds; (2) changing the information used by the Secretary of State for Energy Security and Net Zero to determine the final budget, including providing increased transparency of sealed bid information; and (3) changing CfD contract terms to provide longer market certainty once contracts are awarded, including extending the current 15-year CfD term to reduce overall project costs. The consultation closes on 21 March 2025.

The Cabinet Office has published guidance on the National Security Unit for Procurement (NSUP), established under the Procurement Act 2023 (PA 2023), which is responsible for the relevant national security provisions under PA 2023. The guidance details NSUP's role in supporting ministerial decisions on supplier debarment, contract termination and procurement exclusion on national security grounds. Debarments on national security grounds will either be discretionary or mandatory (context-dependent). Unlike other grounds under PA 2023, in most cases, a national security exclusion or termination requires ministerial approval, following referral to NSUP. Anyone may submit referrals for a potential national security debarment investigation where there is credible evidence or serious concern regarding a supplier’s threat to UK national security. The NSUP guidance outlines the referral system and provides details of the relevant forms, templates and contact information.

The Supreme Court has handed down its judgment in Barton and others (Respondents) v Morris and another in place of Gwyn-Jones (deceased) (Appellants) [2023] UKSC 3. By a narrow majority, the court has allowed the appeal, stating that a seller is not obliged to pay reasonable remuneration to an introducer for their services, where the underlying oral contract merely provides for an introduction fee to be payable upon a property being sold for a certain amount and the property is ultimately sold for less than that conditional amount. The majority rejected the claim on both the contractual interpretation and unjust enrichment claim bases. James Saunders, barrister at New Square Chambers, discusses the implications of the judgment.

This week's edition of Construction weekly highlights includes a case in which the First-tier Tribunal (FTT) considered an application for a Remediation Contribution Order under the Building Safety Act 2022 (BSA 2022) (Triathlon v Stratford Village), a case in which the Technology and Construction Court (TCC) considered whether to give a summary judgement against a claimant purchaser in a dispute concerning defects in a residential development (WOL (London) v Croydon Investments), a TCC case that examined amendments made to the adjudication provisions in a JCT contract (Bellway Homes v Surgo Construction), a case in the Outer House of the Court of Session (CSOH) which examined whether an obligation to provide a collateral warranty extended to granting third party rights to one of the intended beneficiaries of a warranty (Engine Yard & Allenbuild v Bayne Stevenson), and the publication of a Professional Indemnity Insurance guide by the Royal Institute of British Architects (RIBA).