Private Client analysis: The Privy Council considered whether in circumstances in which a sum of money was paid which was, on the case of the appellant intended to be used for the purpose of payment in two years’ time of an amount which would then have become due and payable to a third party, and where the Respondent had given a guarantee that this sum would be duly paid, a Quistclose trust arose. The court considered whether in such circumstances the paying party, Mrs. Lee, retained the beneficial right and title to the relevant monies, and BAICO, having failed to pay under the guarantee was liable to return the monies to her under the principles of a Quistclose trust. The Privy Council determined that no such trust arose. The case is of importance to practitioners in that it contains a detailed exposition of the principles that are required for a Quistclose trust to arise. Written by Chris Bryden, barrister, at 4 King’s Bench Walk.

The minimum number of qualifying individuals required to conduct valid business at either a general meeting of the shareholders or a meeting of the board of directors. If there are insufficient people the meeting is said to be inquorate and any resolutions passed at the meeting will be invalid. Subject to the articles of association, two qualifying persons present at a meeting of the company are a quorum, unless they are both a qualifying person as the representative of the same corporation or as proxy of the same member (CA 2006, s 318). In the case of single member companies, one qualifying person present at a meeting is a quorum (CA 2006, s 318).

This Practice Note summarises the law relating to quorum requirements for a company’s general meeting or annual general meeting (AGM) and discusses the minimum quorum requirements under the Companies Act 2006 (CA 2006) and the Model Articles for private companies limited by shares and the Model Articles for public companies as set out in Schedule 1 and Schedule 3 of the Companies (Model Articles) Regulations 2008, SI 2008/3229. A general meeting (including an AGM) must satisfy the relevant quorum requirements (be quorate) for business to be validly transacted at the meeting. If the relevant quorum requirements are not satisfied (ie the meeting is inquorate), any business transacted will be void. In practice, quorum requirements are often set out in a company's articles of association. Where the articles contain no such provisions, then the relevant provisions of CA 2006 will apply. During the coronavirus (COVID-19) pandemic, and the resulting restrictions on gatherings, many companies, in line with emergency legislation and governmental guidance, changed the way in which they planned for, and held, their general

A surplus reassurance arrangement whereby the ceding company retains a fixed percentage of every policy with the balance going to the reassurer.

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies (i.e. outside the FTSE 350 but including companies on AIM and companies with securities that are listed on the NEX Exchange Main Board, NEX Exchange Growth Market or NEX Exchange Trading (previously known as ISDX Main Board, ISDX Growth Market and ISDX Secondary Market respectively). One of its aims is to promote high quality corporate governance in quoted companies.

The Quoted Companies Alliance (QCA) has submitted its response to the Financial Conduct Authority’s (FCA) consultation CP26/5 on the proposed UK Sustainability Reporting Standards (UK SRS). The proposals aim to align listed issuers’ sustainability disclosures with international standards developed by the International Sustainability Standards Board (ISSB) and are expected to apply from January 2027. The QCA supports improved consistency and comparability of sustainability reporting but warns of regulatory creep, noting that although UK SRS one and two apply to Main Market issuers, advisers and investors may treat them as a benchmark for companies on the AIM. The QCA calls for proportionality, targeted exemptions for smaller issuers, clearer guidance on comply or explain mechanism and clear implementation timelines to give business time to invest in the right data and governance systems.

A quoted company means a company who has its equity share capital officially listed on a particular stock exchange while an unquoted company is one that does not.

A company whose securities are traded on an AIM Designated Market for at least 18 months prior to applying to have those securities admitted to trading on AIM.

A company whose equity share capital is included on the Official List in accordance with the provisions of FSMA 2000, Pt 6, or is officially listed in an EEA State, or is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq (CA 2006, s 385(2)). See also listed company.

The primary source of Islamic law and the principal religious text of Islam, considered to be the ultimate reference point and origin of all Islamic legislation. The Qur'an provides a blueprint for how a Muslim should lead their life and contains detailed principles and rules which deal with all aspects of a Muslim's life, setting out the moral, social, political and economic basis for society. The Qur'an is believed to be the direct word of Allah as revealed to the Prophet Mohammed through the Angel Gabriel. As the Qur'an is the direct word of Allah, it has (and will) remain unchanged.

This Checklist sets out the essential points that should be considered when drafting new Research and Development (R&D) agreements, or updating existing R&D agreements, to assess whether they fall within the EU R&D BER 2023 (Commission Regulation (EU) 2023/1066 on the application of Article 101(3) of the Treaty on the Functioning of the European Union (TFEU) to certain categories of research and development agreements). This Checklist is not intended to be a comprehensive guide to the EU R&D BER 2023 but should be used where a commercial lawyer wants to ensure that an R&D agreement falls within the EU R&D BER 2023 and accompanying Horizontal Guidelines. Introduction to the EU R&D BER 2023 Any agreement which affects trade or restricts competition in the EU may be subject to the prohibition on anti-competitive agreements under Article 101(1) TFEU. However, an agreement will not be prohibited if it: • meets the criteria for exemption under Article 101(3) TFEU, or • benefits from a relevant block exemption R&D

This Checklist sets out the essential points that should be considered when drafting new Research and Development (R&D) agreements, or updating existing R&D agreements, to assess whether they fall within the block exemption provided under the Competition Act 1998 (Research and Development Agreements Block Exemption) Order 2022 (UK R&D BEO), SI 2022/1271. This Checklist is not intended to be a comprehensive guide to the UK R&D BEO, but should be used where a commercial lawyer wants to ensure that an R&D agreement falls within the UK R&D BEO and the accompanying CMA Guidance on Horizontal Agreements (2023 Horizontal Guidance). Introduction to the UK R&D BEO Any agreement which affects trade or restricts competition in the UK may be subject to the prohibition on anti-competitive agreements under Chapter I of the Competition Act 1998 (CA 1998) (the Chapter I prohibition). However, an agreement will not be prohibited if it: • meets the criteria for exemption under CA 1998, s 9, or • benefits from a relevant block exemption Prior to 1 January