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PRACTICE NOTES
This Practice Note summarises the filings and notifications to be carried out by a company following the conclusion of a general meeting or annual general meeting (AGM). It covers the requirements under the Companies Act 2006 (CA 2006) that apply to meetings of all companies, and additional requirements under the UK Listing Rules (UKLR), AIM Rules and UK Corporate Governance (UKCG) Code that apply to listed companies and AIM companies (as relevant). See also: How to conclude matters after a general meeting (or AGM). General meetings There are two forms of general meetings under the CA 2006: general meetings and AGMs. A public company must hold an AGM each year within the period of six months beginning with the date following its accounting reference date. A private company is not required to hold an AGM each year (although it may choose to do so, or its articles of association may contain provisions requiring the company to hold an AGM each year). A general meeting of the members of a company can be called and
PRACTICE NOTES
Commencement of disqualification order and undertaking Section 1(1) of the Company Directors Disqualification Act 1986 (CDDA 1986) provides that a disqualification order must be for a period specified in the order, and 'unless the court otherwise orders, the period of disqualification so imposed shall begin at the end of the period of 21 days beginning with the date of the order' (CDDA 1986, s 1(2)). This provision allowing 21 days' grace has been in place since April 2001 as a result of changes brought in by section 5(2) of the Insolvency Act 2000. It allows a short time for a director to put their house in order while still a director, but avoiding sanctions for breach. There is court discretion to extend the period after which the order commences if it wishes, but in practice it will only do this in exceptional circumstances. For example if a defendant could show that their options under CDDA 1986, s 17 (leave to act while disqualified) were
PRACTICE NOTES
Part 3 of the Children and Families Act 2014 (CFA 2014) sets out primary legislation in relation to children and young people in England with special educational needs or disabilities (SEND) in England. It introduces 'Education, Health and Care Plans' (EHC plans) which sets out support that must be provided to meet educational needs. This support can be available to young people up to the age of 25. See Practice Note: Special educational needs in England under the Children and Families Act 2014. For the position in Wales, see Practice Note: Special educational needs law in Wales. Compulsory school age is from the last Friday of June in the year the young person turns 16. A young person over compulsory school age, but under 25 is a ‘young person’ for the purposes of the CFA 2014. Young people with Special Educational Needs (SEN) who wish to undertake further education will be entitled to have their EHC plan maintained up to the age of 25, where
PRACTICE NOTES
This Practice Note provides practical guidance on the Post—Brexit trade deal between the United Kingdom (UK) and the European Union (EU). Introduction On 19 May 2025, the EU and UK announced a trade deal on the first UK-EU Summit. The deal, referred to as the Strategic Partnership, would build on the Withdrawal Agreement, the UK-EU Trade and Cooperation Agreement and the Windsor Framework. For guidance on trade in goods under the UK-EU Trade and Cooperation Agreement, see Practice Note: Trade in goods under the UK-EU Trade and Cooperation Agreement. For guidance on trade in services under the UK-EU Trade and Cooperation Agreement, see Practice Note: Trade in services under the UK-EU TCA—an overview. For guidance on the Windsor Framework, see Practice Note: Joint Decision for Windsor Package to commence. The deal is not yet completed. Instead, the EU and UK agreed on the way forward it their negotiations of a trade deal. The guidelines for the Strategic Partnership is set out in the Joint Statement, the Common Understanding and the Defence Partnership. This Practice Note only
NEWS
Family analysis: The UK government policy papers outlining the legal mechanisms for engaging with the EU after Brexit have come in for protracted criticism. With reciprocity a key element of settling disputes in family law, Eleri Jones, barrister at 1 Garden Court, explains the options.
NEWS
Financial Services analysis: What will happen to passporting rights post-Brexit? Nicolas Groffman, partner and head of international, Tim Littler, partner and head of banking, and Harry Bengough, senior associate, at Harrison Clark Rickerbys Solicitors, consider the current issues involved in post-Brexit passporting in the financial services sector.
PRACTICE NOTES
This Practice Note deals with key issues that affect marketing authorisations (MAs) for medicinal products and supply of medicines following the end of the Brexit transition period (11 pm (GMT) on 31 December 2020, referred to in UK law as ‘IP completion day’). It also includes information on the implementation of the Ireland/Northern Ireland Protocol and the development of an extended framework to govern medicinal shortages involved in the Continuity of medical supplies which is also targeted by the EU’s pharmaceutical legislation reform package and the proposed Critical Medicines Act. To see more detailed content about the regulation of medicinal products as it evolves since Brexit, see: Pharmaceuticals—regulatory framework—overview. Other aspects of the regulation of medicinal products after IP completion day are discussed in the following Practice Notes: • Orphan medicinal products • The regulation of advanced therapy medicinal products • Biosimilars • Paediatric medicines • Pharmacovigilance • Falsified medicines • Manufacturing of medicinal products for human use • EU variations to marketing authorisations of medicinal products and UK marketing authorisations for medicinal products
Q&As
Following IP completion day (11pm on 31 December 2020) the jurisdictional gateways for opening insolvency proceedings changed. Previously, parties wishing to commence proceedings were required to confirm whether they would be main, secondary, territorial, or proceedings not covered by the Recast EU Insolvency Regulation 2015/848/EU. The Insolvency (Amendment) (EU Exit) Regulations 2019 (the Brexit Insolvency Regulations), SI 2019/146 (as amended), repealed much of the Recast EU Insolvency Regulation (including provisions regarding recognition and mutual assistance), but parts of that regulation were retained in UK law by the European Union (Withdrawal) Act 2018. That which remains is referred to as ‘the EU Regulation as it has effect in the law of the United Kingdom’ and for these purposes we will refer to it as ‘the Retained EU Insolvency Regulation’. As a result of the Brexit Insolvency Regulations, SI 2019/146,
Q&As
The new protocols for RTA and EL/PL claims outline the additional fixed costs which can be recovered in respect of an infant approval hearing when acting for a child claimant. However, the protocols’ guidance doesn’t answer many other issues surrounding the funding of PI claims on behalf of children. CPR 46.4 makes it clear that no money may be deducted from an award to a child or a protected party without the permission of the court. What is far less clear, is in what circumstance the court would give such permission? Can the issue be dealt with by summary assessment or, is it necessary to go to the expense of a detailed assessment? Traditionally, the courts have been reluctant to order costs against a protected party. If this approach continues in the post-Jackson world, claimant solicitors will find themselves unable to take a proportion of the child’s damages as their success fee under a CFA. This issue has arisen as a consequence
PRACTICE NOTES
This Practice Note deals with the specific rules contained within sections 447–450 of Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) (Part 7, Chapter 4), which subject employees or directors to income tax on post-acquisition benefits received in connection with employment-related securities. Benefits are broadly interpreted for these purposes to include, for example, improvements in share rights, the provision of travel or accommodation and an issue of bonus shares. For the meaning of employment-related securities, see Practice Note: What is an employment-related security? Following the judgment of the Court of Appeal in PA Holdings, HMRC may argue that dividend payments are simply taxable as earnings (or emoluments) under (what is now) ITEPA 2003, s 62 rather than the specific post-acquisition benefits charge (see News Analysis: Employee remuneration and special purpose vehicles). However, the post-acquisition benefits rules remain as a 'sweeping-up' charge where an employee or director benefits in connection with employment-related securities and is not otherwise chargeable to income tax. An important exclusion from the income tax charge applies where the employment-related
NEWS
Family analysis: Do birth parents’ art 8 rights exist after their child is adopted? Discussing the court’s decision in Seddon v Oldham Metropolitan Borough Council, Cherry Harding, barrister at 1 King’s Bench Walk, predicts that challenges to the jurisdiction of the courts in relation to the removal of children from their parents’ care, on an interim or permanent basis, will continue with gathering frequency.
NEWS
Arbitration analysis: In this anonymised ADGM Court of First Instance judgment, Justice Sir Andrew Smith refused to slow or unravel enforcement of a London-seated London Court of International Arbitration (LCIA) award worth US$140m plus contractual interest, further interest and costs. The court dismissed an application to stay enforcement pending a contemplated, but unissued, challenge in the English High Court under section 68 of the Arbitration Act 1996 (AA 1996); dismissed a second attempt to set aside the recognition and enforcement order under the ADGM Arbitration Regulations 2015; upheld permission to use information obtained under a post-award worldwide freezing order for enforcement; and granted a final third party debt order against an ADGM company for US$7,859,178. For arbitration practitioners, the decision is significant because it shows a distinctly pro-enforcement approach in the ADGM: speculative seat-court challenges will not readily interrupt execution, freezing-order disclosure may be used in aid of enforcement, and intra-group balances can be recovered where the evidence shows a debt due. Written by Professor Brandon Malone, independent arbitrator and counsel at Arbitra International.