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PRACTICE NOTES
This Practice Note provides guidance on the application of the principle of significant harm in public children proceedings. It details definitions in the Children Act 1989 (ChA 1989), the interrelationship with the threshold criteria and relevant case law regarding the definitions of both ‘significant’ and ‘harm’, including guidance from the Supreme Court that harm means ill-treatment, or the impairment of health or development, including emotional development. Wider context The concept of harm that is significant is relevant both to care proceedings and more widely to local authority support for children and families. This Practice Note is concerned with significant harm in the context of section 31(2) of the Children Act 1989 (ChA 1989) and the threshold for public law applications for care or supervision orders. ChA 1989, s 31(2) provides that a court may only make a care order or supervision order if it is satisfied that the child concerned is suffering, or is likely to suffer, significant harm and that the harm, or likelihood of harm, is attributable to: • the care given to the child, or likely
PRACTICE NOTES
This Practice Note sets out the statutory and regulatory requirements for private fostering including the meaning of 'privately fostered child', who may be a private foster carer (and restrictions) and the general and monitoring duties of a local authority. The statutory provision regarding privately fostered children is contained in Part IX of the Children Act 1989 (ChA 1989). The English regulatory provision is contained in the Children (Private Arrangements for Fostering) Regulations 2005 (C(PAF)R 2005), SI 2005/1533 and the Welsh regulatory provision is contained in the Children (Private Arrangements for Fostering) (Wales) Regulations 2006 (C(PAF)(W)R 2006), SI 2006/940. Meaning of ‘privately fostered child’ A privately fostered child is a child under the age of 16 (under the age of 18 if the child is disabled) who is cared for and provided with accommodation by someone who: • is not a parent or relative of the child • does not have parental responsibility for the child, and • looks after the child in their own home However, a child is not privately fostered if the care and accommodation
PRACTICE NOTES
This Practice Note details the threshold criteria as set out in section 31(2) of the Children Act 1989 (ChA 1989) and the public children law applications to which it applies. It sets out the definition of the threshold criteria as provided for in ChA 1989 and the requirement of evidence of significant harm. It also deals with standards of proof, uncertainty regarding perpetrator and the court's role and duties, including the recording of findings. Introduction The threshold criteria as set out in ChA 1989, s 31(2) provides that a court may only make a care or supervision order if it is satisfied that: • the child concerned is suffering, or is likely to suffer, significant harm, and • the harm, or likelihood of harm, is attributable to: ◦ the care given to the child, or likely to be given to it if a care or supervision order were not made, not being what it would be reasonable to expect a parent to give to the child, or ◦ the child being beyond parental control Proof
PRACTICE NOTES
This Practice Note summarises the main features of a public company limited by shares. It also covers key differences with private companies limited by shares, and why a public company limited by shares might be chosen as a preferred business vehicle instead of another form of UK company. What is a public company limited by shares? A public company limited by shares is a legal entity which is separate and distinct from its members. It is owned by its members who hold shares in the company. It is managed by its directors in line with the provisions of the Companies Act 2006 (CA 2006) and the company’s governing constitutional document, otherwise known as the articles of association. The company is a very commonly used business vehicle. There are over five million registered limited companies on the Companies House public register. 95% of those companies are private companies limited by shares. Public companies limited by shares have been declining since 2008 and make up only 0.1% of the total number of companies on the register. The
GLOSSARY
Whilst many of the key features of all companies limited by shares are similar (separate legal personality, limited liability, etc), the public limited company is distinguished by (1) a minimum issued share capital of not less than £50,000 (CA 2006, s 763(1)), (2) a rule that not less than a quarter of the nominal value and the whole of any premium payable on shares issued by a PLC must be paid up on allotment (CA 2006, s 586), and (3) the fundamental fact that shares may be offered to the public. A public limited company must have at least two directors (CA 2006, s 154(2)), and a company secretary (CA 2006, s 271). The name of a public company must include the words 'public limited company' or 'plc' (or the Welsh equivalents) (CA 2006, s 58).
PRACTICE NOTES
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. A limited company that proposes to carry out a redemption of redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006). In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company. In particular, a listed company must have regard to
PRACTICE NOTES
A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to buy back its own shares. In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and this Practice Note particularly focuses on how they apply to a company with a listing of equity shares in the equity shares (commercial companies) category. An AIM company must comply with the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. A listed company is also subject to provisions of the Disclosure Guidance and Transparency Rules (DTRs) and an AIM company is
PRACTICE NOTES
A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to buy back its own shares. In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and this Practice Note particularly focuses on how they apply to a company with a listing of equity shares in the equity shares (commercial companies) category. An AIM company must comply with the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. A listed company is also subject to provisions of the Disclosure Guidance and Transparency Rules (DTRs) and an AIM company
PRACTICE NOTES
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. In addition, this Practice Note refers to an earlier version of the UK Corporate Governance Code, rather than the current version that was published on 22 January 2024. For further information, see Practice Note: The UK Corporate Governance Code. In additon, significant reforms to the UK prospectus regime came into force on 19 January 2026. The new
PRACTICE NOTES
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed
PRACTICE NOTES
This Practice Note contains links to our public company takeovers quiz, which tests users’ knowledge on various aspects of the UK takeover regime. The quiz is in multiple choice format and at the end of each question the correct answer will be displayed together with feedback and links to relevant materials. The quiz is intended for use by private practice lawyers, in-house counsel, corporate finance professionals and other parties engaged in takeover transactions. Public company takeovers quiz—Part 1 Part 1 of the quiz deals
PRACTICE NOTES
These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to planning a takeover bid. The training materials will assist legal advisors, company secretaries, members and directors to gain an understanding of the key legal and regulatory obligations, as well as the commercial considerations inherent in an effective bid. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect