Special resolution 1 [ That the articles of association of the Company be amended by deleting all the objects of the Company that, by virtue of the Companies Act 2006, have

ORDINARY RESOLUTION THAT [subject to and conditional upon [insert any conditions relating to the exercise of the power to sub-divide shares], ] [[insert

ORDINARY RESOLUTION That the Company may send or supply any document or information

A condition which terminates a right or obligation if a certain specified event occurs (cf suspensive condition).

This Practice Note provides a high level summary of the issues which consideration should be given to at the early stages of a dispute. Is there a dispute resolution procedure or clause? Consider the extent to which a particular dispute resolution procedure or clause might apply to the dispute in question. If so, issues to consider include: • the requirements of such clause • what the governing law of the clause will be, and • whose courts (if indeed it is a court) will have jurisdiction over the dispute For further information on these issues, see Practice Note: Dispute resolution clauses—what and why. For general guidance on alternative dispute resolution (ADR) and different types of dispute resolution clauses, see: ADR and dispute resolution clauses—overview. Pre-action obligations A pre-action protocol sets out what must be done, in relation to a claim to which it applies, before court proceedings are issued. For details on each of the specific pre-action protocols, see Practice Note: The pre-action protocols and when they apply. The Practice Direction Pre-Action Conduct and

Private Client analysis: ND v LD was a dispute between parents about the burial arrangements for their child, where the child had been murdered by the mother’s new partner and the mother was convicted at trial for causing or allowing the child’s death. The court reviewed the legal framework, considering its potential powers under section 116 of the Senior Courts Act 1981 (SCA 1981), the Non-Contentious Probate Rules 1987 (NCPR 1987), and the High Court’s inherent jurisdiction. Orders in favour of the father were made pursuant to SCA 1981, s 116, granting him sole letters of administration in relation to the disposal of the child’s body and the associated funeral arrangements. Written by Dr Rob George, barrister at Harcourt Chambers and associate professor of Family Law at University College London.

This Practice Note considers how parties to a settlement agreement may attempt to prevent a post-settlement dispute arising after the main dispute has been settled, and how best to resolve a dispute concerning a settlement if one emerges. Defining terms regarding payment under a settlement agreement The paying or delivering party under a settlement agreement is referred in this practice note as the ‘settlement debtor’ (using the term ‘debtor’ loosely as meaning the party from which money or money’s worth is expected under the terms of the agreement), while the receiving party of money or the beneficiary of any other means of someone else’s performance under the settlement arrangement is termed the ‘settlement creditor’. Why do disputes about settlement happen? Most parties settle a dispute in good faith intending to perform the terms agreed and to move on, but not all do so. Sometimes a settlement will be achieved to remove a pressure point but that does not achieve finality. This may occur because they do not have the means to honour the arrangement,

This Practice Note sets out certain key cases and associated analysis relevant to structured products and securitisation practitioners. The cases are divided by topic area and include: • Insolvency and restructuring • Bondholders binding and being bound by other stakeholders • Interpretation of clauses • Flip clauses • Duty of care misrepresentation • Notice of default • Valuations, and • Disclosure to investors Insolvency and restructuring Names of parties Judgment date Case summary Analysis Re ARM Asset Backed Securities SA [2014] 2 BCLC 364, [2014] EWHC 1097 (Ch) 28 March 2014 The Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) requested the commencement of liquidation proceedings under article 39 of the Luxembourg Law on Securitisation against a company incorporated in Luxembourg. However, on the application of the directors an order was made in the High Court appointing provisional liquidators of the company, on the grounds that it was insolvent and its centre of main interests was in England. The company's registered office was in Luxembourg and its sole business

All organisations are different. What works in one may not be right for another. Size, structure, culture, maturity and much more will all play their part. You will need to be the judge of what is right for you. This Practice Note provides suggestions, both as to resources you might want to consider, but also things you may already have in place, or may be thinking about, which will influence well-being and whose link to that may not be apparent at first blush. Some will need outside help and some will not. There is a growing body of research (see for example William Fleming) showing that what makes a meaningful difference to overall employee wellbeing is not support for people who are struggling, or campaigns around exercise and healthy eating, but structural, systemic efforts to address the causes of mental distress. The Mindful Business Charter (MBC), a community of employer organisations with its roots in the legal profession, provides a framework for this. Resources will tend to be either protective

Corporate Crime analysis: Display bolder ambition, boost spending, and uncover more wrongdoing. These are the demands made of the Serious Fraud Office (SFO) and government in a new spotlight on corruption briefing, setting out eight recommendations by which this can be achieved. Is the SFO up to the task? A dynamic new director, new pre-investigatory powers, and a long-desired reform to corporate criminal liability, have given the SFO a new lease of life. Still, two key challenges remain: resourcing and disclosure. Combined, they have caused the collapse of high-profile cases as underpaid and over-stretched teams of disclosure officers, investigators and prosecutors failed to disclose relevant evidence. The stand-out recommendation, an ‘Economic Crime Fighting Fund’, would see the SFO’s sizeable receipts be reinvested in fighting economic crime, and fund the reforms required. It is unlikely, though, that the Chancellor, already struggling to fund key services in her self-imposed handcuffs, will give up the £566m generated by the UK’s economic crime fighting agencies. Written by Joseph Duggin, senior associate and Joseph Skilton, associate at Peters & Peters.

The term used to describe the 'Defendant' in adjudication.

ARCHIVED: This Precedent has been archived and is not maintained. NOTE: SAVE FOR WHERE THE APPEAL NOTICE WAS FILED OR PERMISSION TO APPEAL WAS OBTAINED BEFORE 1 OCTOBER 2012, THIS PRACTICE NOTE IS FOR HISTORIC PURPOSES ONLY. For guidance on the current provisions governing the respondent's notice, see Practice Note: Responding to an appellant's notice—the respondent's notice. Further, the CPR rules and practice directions referred to in this guidance will link through to the existing provisions and not those effective before 1 October 2012. For the pre-October 2012 provisions, please see the attached pdf documents. CPR 52 (old) CPR PD 52 (old) Responding to the appellant's notice When should a response be made? In most circumstances where there is an appellant's notice the respondent will need to file a respondent's notice. If the respondent does nothing, the respondent can only rely on arguments put forward at the lower court unless the court's permission is given. The general position is that you should start work immediately on the respondent's notice if acting for the respondent