NHSX recently launched a brand new information governance portal providing a ‘one-stop shop’ for NHS policies and guidance. NHSX is the NHS body established to drive the digital transformation of care, and its new portal covers everything from data protection in research to record management. But even with the new portal, navigating NHS guidance on data is not easy. This response picks out six essential items to have on your radar if your organisation accesses or uses NHS datasets. The Caldicott Principles • the Caldicott Principles apply to the use of confidential information within health and social care organisations and when shared with third parties, such as service providers to the NHS • there are eight broad principles for the protection of people’s medical confidentiality, including justifying the purpose for using confidential information and using the minimum necessary confidential information • the National Data Guardian recently added an eighth Caldicott Principle, which makes clear that patients’ and service users’

Under sections 593–597 of the Companies Act 2006 (CA 2006), a public company must not allot shares fully or partly paid otherwise than in cash unless certain formalities are observed, including the obtaining of a valuation report from an independent expert. The only exceptions to the requirement in CA 2006, s 593 for an independent valuation to be obtained are those provided for in CA 2006, ss 593(2), 594 and 595. CA 2006, s 594 provides that the requirement to obtain a valuation report in accordance with CA 2006, s 593 does not apply to an arrangement where all or part of the consideration for the allotment of shares by the relevant

In administration, ‘mutual credits’, ‘mutual debts’ and ‘mutual dealings’ does not include the following for the purpose of insolvency set-off: • a debt arising from an obligation incurred after the company entered administration • a debt arising from an obligation incurred at a time when the creditor had notice that: ◦ an application for an administration order was pending, or ◦ any person had delivered notice of intention to appoint an administrator • a debt arising from an obligation where: ◦ the administration was immediately preceded by a winding up, and ◦ at the time when the obligation was incurred the creditor had notice that a decision had been sought from creditors under section 100 of the Insolvency Act 1986 (IA 1986) on the nomination of a liquidator or that a

Early termination There are numerous different circumstances that may lead a party to wish to terminate an agreement early (eg for convenience on notice, non-payment, breach or insolvency). Different considerations will apply depending on these circumstances. For general guidance on termination, see Practice Notes: Termination and expiry of contracts and Terminating commercial contracts. Termination for convenience on notice It is quite common for parties to negotiate terms that stipulate when an agreement may terminate. It is important that a party is aware of the contractual rights and powers that are set out in the agreement entitling one party to terminate and the specific requirements of serving notice. A ‘notices’ clause provides the means by which parties to a contract formally communicate with each other under the contract. The inclusion of a notices clause in a commercial agreement allows the parties to provide for an agreed means of sending formal notices to one another, rather than relying on statutory provisions which may otherwise apply. See Practice Note: Notices—commercial contracts. Where an agreement

Construction of wills The main purpose of the court when construing a Will is to ascertain the intention of the testator by interpreting the actual words used in the context of the relevant circumstances at the time. ‘Whether the document in question [is] a commercial contract or a Will, the aim [is] to identify the intention of the party or parties to the document by interpreting the words used in their documentary, factual and commercial context.’ (Marley v Rawlings at para [20]). For further information see: Validity of Wills—overview. Options for the executors If the Will is unclear or contains a mistake, the executors have the following options: • application to the court under the CPR Part 8 procedure for determination of the meaning of the relevant clause. Under section 21 of the Administration of Justice Act 1982 (AJA 1982) extrinsic

This Q & A considers the factors that are taken into account when deciding whether fitness to practise proceedings should proceed in the absence of the Registrant having regard to public interest in matters being resolved expeditiously, the impact of delay on witnesses, their recall of events and the interests of the Registrant. The decision as to whether to proceed in the absence of a Registrant is a matter within the discretion of the panel hearing the case. However, this discretion should be ‘exercised with great caution and with close regard to the overall fairness of the proceedings’ given the rights of a Registrant that are engaged in such a decision. Lord Bingham observed: ‘I do not think that “the seriousness of the offence, which affects defendant, victim and public”… is a matter which should be considered. The judge's overriding concern will be to ensure that the trial, if conducted in the absence of the defendant, will be as fair as circumstances

What is the purpose of the APR? The APR is a comparison tool which allows customers to compare one product against the other. It was introduced into the Consumer Credit Act 2006 (CCA 2006) because the Crowther Report on Consumer Credit (which led to CCA 2006) strongly recommended that all borrowing costs should be stated in terms of a true annual percentage rate. For further information, see: Goode: Consumer Credit Law and Practice [29.3]. How is the APR calculated? From 1 April 2014, the principles for calculating the APR are set out in the Consumer Credit Sourcebook (CONC) Appendix 1.1 and 1.2 (before then they were contained in the Consumer Credit (Total Charge for Credit) Regulations 1980, SI 1980/51, and the Consumer Credit (Total Charge for

There is a legislative requirement for companies who operate enterprise management incentives (EMI) schemes to complete an online annual return every relevant tax year. Before a company can submit a return using the employment related securities (ERS) Online Service, it must first be registered to use HMRC Online Services. The return must be in respect of each tax year up until the termination of the scheme (ie when there are no outstanding EMI options and no intention

Subject to certain exceptions, a director of a private company with only one class of shares in issue that proposes to allot shares of a different class as that in existence, a private company with more than one class of shares in issue or a public unlisted company must not exercise any power of the company to allot shares in the company (or to grant rights to subscribe for, or to convert any security into, such shares), except in accordance with section 551 of the Companies Act 2006 (CA 2006). For full details on the requirements relating to the allotment and issue of shares, see Practice Note: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies. As indicated in that note, the requirements as to filing under

What are the firm quote requirements for UK systematic internalisers in respect of shares and other equity-like instruments under UK MiFIR? The core requirement for systematic internalisers (SIs) is that they must publish firm offers to buy and sell shares and other equity-like instruments traded on a trading venue for which they are SIs and for which there is a liquid market. If there is no liquid market, SIs must disclose quotes to clients upon request. ’Liquid market’ is defined in Article 2(1)(17)(b) of UK MiFIR. Articles 1 to 5 and the Annex of Commission Delegated Assimilated Regulation (EU) 2017/567 specify procedures for assessing whether equity financial instruments have a liquid market. The firm quote requirements only apply to SIs when dealing in sizes below the standard market size (SMS) for the relevant class of financial instrument.

Execution of deeds by companies Documents executed as deeds must be expressed as being executed by the company. A document will be deemed to be executed as a deed if it is duly executed by the company and delivered as a deed (section 46 of the Companies Act 2006 (CA 2006)). Companies can execute deeds in their own name and in their own right by way of (CA 2006, s 44) by: • fixation of the company seal • signature of two authorised signatories • a director in the presence of a witness who attests to the director’s signature As with execution of simple contracts by a company, authorised signatories will be (CA 2006, s 44(2)): • all directors • company secretary or joint company secretary For further information on the formalities for a company executing documents, see Practice Note: Execution formalities—companies. Execution by attorney on behalf

Formalities for assignment of a registered trade mark Pursuant to section 24(3) of the Trade Marks Act 1994(TMA 1994), the assignment of a UK trade mark registration is not effective unless it is in writing and signed by or on behalf of the assignor, or if applicable, a personal representative. Pursuant to Article 20(3) of Regulation (EU) 2017/1001 (the EU Trade Mark Regulation), the assignment of an EU trade mark registration must be in writing and signed by or on behalf of both assignor and assignee, except where it is the result of a court judgment. For