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NEWS
Information Law analysis: The High Court has granted an injunction restraining use of information obtained from an email account which had been wrongly accessed by parties to ongoing litigation surrounding the ownership of a cottage and farm. The court also considered whether a potential defence of iniquity would override a claim for breach of confidence or breach of privacy.
PRACTICE NOTES
There are six main regulatory bodies concerned specifically with the regulation of solicitors’ practices. These are the: • Legal Services Board (LSB) • Law Society/Solicitors Regulation Authority (SRA) • Solicitors Disciplinary Tribunal (SDT) • Legal Services Consumer Panel • Office for Legal Complaints (OLC) • Legal Ombudsman (LeO) Some of these deal exclusively with the regulation of solicitors and SRA-regulated law firms and others cover other providers of legal services, such as barristers, legal executives and licensed conveyancers. This Practice Note explains the role of, and relationship between, these six main regulatory bodies. For information on other relevant regulatory and governmental bodies that are not specifically concerned with the legal profession, see Practice Note: Other regulatory bodies—regulation of solicitors. Legal Services Board Before the Legal Services Act 2007 (LSA 2007), there were a number of independent legal bodies providing some form of regulation, operating in different sectors of the legal market, eg the Law Society (solicitors), ILEX Professional Standards Board (legal executives), the Bar Council (barristers). These bodies largely operated independently of one
PRACTICE NOTES
Administrative receivership The position of employees following the appointment of an administrative receiver As a general rule, employees are not immediately affected by the appointment of an administrative receiver and there is no automatic termination of contracts. For more information see Practice Note: How a company's insolvency affects its employees. However, this is subject to the following three exceptions, which would result in automatic termination: (1) if the appointment is accompanied by an immediate sale of the business; (2) where simultaneously, or soon after the appointment, the administrative receiver and employees enter into a new contract that is inconsistent with the old contract; or (3) where the continuation of the employment of a particular employee would be inconsistent with the role and functions of the administrative receiver (eg where the appointment of an administrative receiver makes the role of a managing director redundant). Administrative receivers attract personal liability for any contract entered into by them in carrying out their functions and for any contract of employment they adopt in carrying
PRECEDENTS
This DEED is made on [insert date] Parties 1 [insert name of company] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Company); [and] 2 [insert name of shareholder] [a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] OR whose address is [insert address]] (the Shareholder); [and] 3 [[insert name of nominated adviser] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Nomad).] RECITals (A) The Company is seeking admission of all its ordinary shares in issue [and to be issued ] to trading on AIM and has appointed [[insert name of nominated adviser] OR the Nomad] as its nominated adviser. (B) On its admission to trading on AIM, the Company will have [insert number] ordinary shares in issue, [insert number] of which will be owned by the Shareholder representing approximately [insert percentage]% of the issued ordinary share capital of the Company. (C) To deal with any concern about the Shareholder’s ability to exercise
PRECEDENTS
This DEED is made on [insert date] Parties 1 [insert name of company] a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Company); [and] 2 [insert name of shareholder] [a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] OR whose address is [insert address]] (the Shareholder); [and] 3 [[insert name of sponsor] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Sponsor).] recitals (A) The Company is seeking admission of its ordinary shares to listing in the equity shares (commercial companies) listing category of the Official List of the Financial Conduct Authority and admission of its ordinary shares in issue [and to be issued ] to trading on the Main Market for listed securities of London Stock Exchange plc and has appointed [[insert name of sponsor] OR the Sponsor] as its sponsor. (B) On its admission to the Official List and to trading on the Main Market, the Company will have [insert number]
PRACTICE NOTES
This Practice Note explains the relationship between a commercial agent and a principal as provided by the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 (the Commercial Agents Regulations). For guidance on the application of the Commercial Agents Regulations, see Practice Note: Commercial agency. Background The Commercial Agents Regulations came into force on 1 January 1994 and implemented Council Directive 86/653/EEC (OJ L 382/17), the EU Commercial Agents Directive. While the Commercial Agents Regulations derive from EU law, they were retained under the European Union (Withdrawal) Act 2018 (as amended) from 11 pm on 31 December 2020 (IP completion day). They have not been repealed by the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023) and from 1 January 2024 are considered assimilated law in the UK. For more information, see Practice Notes: Introduction to the Retained EU Law (Revocation and Reform) Act 2023 and Assimilated law. For more information on the EU Commercial Agents Directive, see Practice Note: The EU Commercial Agents Directive. This Practice Note includes references to EU case law, which was
PRACTICE NOTES
This Practice Note considers the relationship between manufacturers and distributors of goods and focuses primarily on the contractual distribution arrangements that should be put in place between the parties. It examines some pre-contractual considerations and looks at the core content of the agreement including territory, appointment, manufacturer’s obligations, distributor’s obligations, price and payment terms, intellectual property, title to goods, data protection and termination. For precedent distribution agreements, see Precedents: Distribution agreement—exclusive—long form, Distribution agreement—non-exclusive—long form and Selective distribution agreement—non-exclusive. General Unlike agency, there is little statute applicable to distribution arrangements in the UK other than domestic competition law. The relationship between the distributor and manufacturer is therefore largely governed by the agreement between them. A manufacturer usually has less control over a distributor than a principal over their agent. This is due to the fact that an agent sells on behalf of its principal, whereas a distributor buys and resells on its own account. Where in a principal-agent relationship, the principal will usually make decisions with regard to pricing, marketing, publicity and terms of supply to end-users,
PRACTICE NOTES
This Practice Note explains the rights and duties of an agent and a principal towards each other, including those implied by law and those set out in the agency agreement. It considers the status of the appointment of an agent and the fiduciary duties owed by an agent to its principal. It also considers the remedies for breach of duty including claims for damages and claims for account. General In business matters, the rights and duties of principal and agent are normally set out in a written agency agreement. Additional rights and duties may be implied by law if not contained within the agency agreement. In particular, the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 impose specific provisions in respect of commercial agents, which in most cases cannot be excluded by contract. Where commercial agents are concerned see Practice Notes: Commercial agency, Relationship of commercial agent and principal and Termination of commercial agency. An agency relationship is one of trust. The agent thus owes the principal fiduciary as well as contractual duties (established in
GLOSSARY
For the purposes of the Insolvency Act 1986, s 435: • a person is a relative of an individual if they are that individual’s brother, sister, uncle, aunt, nephew, niece, linked ancestor or linked descendant • any half-blood relationship is to be treated as a relationship of the whole blood, and the stepchild or adopted child of any person is to be treated as their child • an illegitimate child is treated as the legitimate child of the mother and reputed (ie supposed) father • references to ‘husband’ and ‘wife’ include a former husband or wife, and a reputed husband or wife • references to a civil partner include a former civil partner and a reputed civil partner
GLOSSARY
Relative novelty, in patent law, means that an invention is new if it has not been used in the jurisdiction or published anywhere in the world.
GLOSSARY
The measure of the return of an investment portfolio relative to a reference benchmark ie, the FTSE 100 or other index. When the relative return is positive, the portfolio is said to outperform the benchmark or outperform the market. Conversely, when the relative return is negative, the portfolio is said to underperform the benchmark.
GLOSSARY
A person who is aggrieved in a matter of public interest and who satisfies the Attorney General that the matter is such as to justify proceedings being brought in the Attorney General's name.