This Q&A focusses on class rights attaching to shares, but a company that does not have a share capital may have separate classes of members, with different rights. A company having a share capital may have separate classes of shares. The rights attaching to a particular class of shares will usually be set out in a company’s articles of association or in a shareholders’ resolution approving the allotment of the shares and there may be further shareholder resolutions amending share rights in accordance with the Companies Act 2006 (CA 2006). Rights attaching to a particular class of shares may also be set out in a shareholders’ agreement. As the rights attaching to a company's shares are usually set out in its articles, a proposed variation of class rights will often involve the amendment of those articles.

On a share purchase transaction that involves completion accounts, the buyer should: • enter an estimate of what the final consideration is likely to be in the consideration box of the stock transfer form • submit the stock transfer form to HM Revenue & Customs (HMRC) to be provisionally stamped on the basis of this estimate, and • submit an undertaking to HMRC that it will, if the final price exceeds the estimate, pay the additional amount of stamp duty and any interest on

The debt arising out of a judgment made after the service of a statutory demand need not be included in the debt(s) set out in the subsequent petition for a winding-up order against the debtor company. A winding-up order, on the facts of this question, may be made on the ground that the debtor company is unable to pay its debts; see section 122(1)(f) of the Insolvency Act 1986 (IA 1986). IA 1986, s 123 deals with the definition of inability to pay debts. Under IA 1986, s 123(1)(a) a company is ’deemed unable to pay its debts‘ when a creditor of the debtor company has served a statutory demand requiring the debtor company to pay ‘the sum so due’ (ie that sum claimed in the statutory demand) and the company neglects to pay the sum for three weeks thereafter. The subsequent

A relevant transfer under Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 may take the form of: • a business transfer • a service provision change A service provision change may involve any one of three possibilities: • outsourcing: where activities cease to be carried out by a person (a client) on their own behalf and are carried out instead by another person on the client's behalf (a contractor) • change of contractor: where activities cease to be carried out by a contractor on a client's behalf (whether or not those activities had previously been carried out by the client on their own behalf) and are carried out instead by another person (a subsequent contractor) on the client's behalf, or • insourcing: where activities

On all fours describes a previous case whose facts and legal issues are so closely analogous to the current case that the earlier decision is directly applicable and highly persuasive, or binding where precedent rules apply. In practice across England and Wales, Scotland, Northern Ireland and Ireland, the phrase is a descriptive common law expression rather than a statutory term. Courts and practitioners use it in judgments, pleadings and submissions to argue that an authority is factually and legally indistinguishable from the case at hand. A case said to be “on all fours” will usually carry significant weight in legal reasoning, limiting a court’s ability to distinguish it and reinforcing the doctrine of precedent. Conversely, a party may contest that a cited authority is not “on all fours” by identifying material differences in facts, legal context, remedy sought or applicable statutory framework. Usage is broadly consistent across the UK and Irish jurisdictions, including in civil, criminal, public and commercial law, wherever case law is relied upon to support argument, advise clients, predict outcomes or assess litigation risk.

We understand your query to relate to proposed new section 236LA of the Taxation of Chargeable Gains Act 1992 (TCGA 1992) which was announced as part of Autumn Budget 2024 on 30 October 2024, and the draft legislation for which appears here: Draft Finance Bill Measures. Although the provision is intended ultimately to have effect in relation to disposals made to employee ownership trusts (EOTs) on or after 30 October 2024, it is not yet in force and there is no guarantee it will ultimately be enacted in its current terms or at all. Our response to this query assumes that it is ultimately enacted in exactly the terms of the draft legislation published on Autumn Budget Day. New section 236LA would add a further

We understand your query to relate to proposed new TCGA 1992, s 236LA which was announced as part of Autumn Budget 2024 on 30 October 2024, and the draft legislation for which appears here-Draft Finance Bill Measures. Although the provision is intended ultimately to have effect in relation to disposals made to employee ownership trusts (EOTs) on or after 30 October 2024, it is not yet in force and there is no guarantee it will ultimately be enacted in its current terms or at all. Our response to this query assumes that it is ultimately enacted in exactly the terms of the draft legislation published on Autumn Budget Day. New section 236LA would add a further requirement, the ‘trustee independence requirement’, to be met at the time of a disposal of shares to an EOT and for the rest of that tax year

A step-parent who wishes to acquire parental responsibility for a step-child with whom they are living may do so by obtaining an order for adoption of the child (section 51(2) of the Adoption and Children Act 2002 (ACA 2002)). An adoption order can be made on the application of one person (the step-parent) if they are 21 or over and are the partner of a parent of the child being adopted (ACA 2002, s 51(2)). An adoption order may be made on the application of a couple

An application can be made to the court for a 'top-up' maintenance order where a maintenance calculation has been undertaken by the Child Maintenance Service (CMS), and the non-resident parent’s gross income exceeds £3,000 per week, where the formula introduced by the Child Maintenance and Other Payments Act 2008 applies. All calculations are based on gross income and financial information obtained from Her Majesty's Revenue & Customs (the Child Support Maintenance Calculation Regulations 2012, SI 2012/2677, Pts 1, 4) in relation to the non-resident parent, ie without regard to the income or assets of third parties. The court must be satisfied that the circumstances of the case make it appropriate for the non-resident parent to pay additional periodical payments under a maintenance order over and above the maximum maintenance

Documenting absences Although applicants are required to disclose all of their absences over the required period for the purposes of calculating whether the continuous residence requirement is met (see Immigration Rules, Part 6A, para 245AAA(a)(i)), there is no requirement within the rules to evidence the absences beyond submitting passports that cover the relevant period. It is thus sufficient to provide a schedule of absences and the applicant’s passports covering the qualifying period. This is true even if the passports do not fully evidence the total

Where a court has made a financial remedies order pursuant to the Matrimonial Causes Act 1973 (MCA 1973) (or the equivalent provisions of the Civil Partnership Act 2004), a party can make an application to vary or discharge orders for periodical payments, among other things. Where the court discharges a periodical payments order (PPO), or varies it so that the payments are required to be made only for such further period as is determined by the court, the court has the power to order the capitalisation of that maintenance obligation by the payment of a lump sum, property adjustment order, or pension sharing order,

In relation to proceedings issued on or after 4 June 2018, a substituted Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 9.18A sets out the requirements where a direction is sought from the court that the standard procedure should apply to an application to which the fast-track procedure would otherwise apply, ie: • where the direction is sought by the applicant, such a request must be made with the application for a financial remedy and set out the applicant’s reasons for seeking such a direction, or • where a respondent seeks a direction that the standard procedure should apply, or the respondent wishes to make representations on such an application