Law360, Expert Analysis: On 1 August 2024, the US Department of Justice's (DOJ) Criminal Division launched the Corporate Whistleblower Awards Pilot Program, following up on its March 2024 announcement of a plan to offer whistleblower awards.

Company law does not differentiate between minority and other shareholders for the purpose of setting out rights to inspect and receive copies of documents. The Companies Act 2006 specifies the rights of members (and in a number of cases, non-members) to inspect and request copies of certain types of company records. We have set out below the types of company records to which members and other persons have rights to inspect and/or request copies. Company record Section of CA 2006 Right to inspection Right to copies The register of members CA 2006, ss 114–116 YMembers – free of chargeAny other person – prescribed fee YOn payment of such fee as may be prescribed The historic register of members CA 2006, s 128D YMembers – free of chargeAny other person – on payment of such fee as may be prescribed YOn payment of such fee as may be prescribed The register of directors CA 2006, s 162 YMembers – free of chargeAny

If the Pensions Regulator is of the opinion that an employer has contravened any provision of regulations under section 60 of the Pensions Act 2008 (PenA 2008),(requirement to keep records), which includes regulations 5–8 of the Employers' Duties (Registration and Compliance) Regulations 2010,

Restructuring & Insolvency analysis: KMG (the Fund) is an investment fund located in and subject to the laws of Luxembourg. The Fund offers the opportunity to invest in dedicated sub-funds. KMG SICAV-GB Strategic Land Fund (the Sub-Fund) was such a sub-fund, concerned in investing in the UK property market. The petitioner is a local council, acting in its capacity as administrator of a pension fund. The petitioner invested in the Sub-Fund. The Sub-Fund was liquidated in Luxembourg. The petitioner presented a petition to wind up th e Sub-Fund (the Petition) pursuant to sections 220 and 221 of the Insolvency Act 1986 (IA 1986), asserting that (i) the Sub-Fund was an unregistered company within the meaning of IA 1986, s 220(1), (ii) it had standing to present the Petition as a contingent creditor; and (iii) the court ought to exercise its discretion to wind up the Sub-Fund. In a judgment handed down in May 2024 (East Riding of Yorkshire Council as administrating authority of the East Riding Pension Fund v KMG SICAV-SIF-SA) Deputy ICC Judge Kyriakides (the ICC Judge) dismissed the Petition. She concluded that the Sub-Fund was not an unregistered company for the purposes of IA 1986, s 220(1), determining that that section does not extend to ‘entities’ that are neither associations nor companies not registered in the UK. The ICC Judge considered that it was not the intention of Parliament that IA 1986, s 220(1) extended to entities of the type of the Sub-Fund. Further, on considering the expert evidence, she determined that the petitioner could not be considered a contingent creditor for the purposes of the law of Luxembourg. In dismissing the petitioner’s appeal, Mr Justice Richard Smith (the Appeal Judge) found (at [34)) that ‘the authorities do not suggest a more open-textured approach, with the potential to encompass an even wider category of 'entities' than indicated by the express words of the section’. He also rejected the petitioner’s argument that the casting of the Risk Transformation Regulations 2017 (RT Regs) supported the view that Parliament’s intention was to apply a more open textured approach, concluding (at [69]) that the RT Regs, Sch 2, para 2 ‘indicat[es] that Parliament did not consider a cell of a PCC (or similar entity such as the Sub-Fund) to be an unregistered company’. Written by Daniel Lightman KC, barrister of Serle Court Chambers, and Oliver Caplan, barrister of 18 St John Street Chambers.

An owner of land on which the apparatus is situated can serve a notice under the Code on the operator. Where the operator then serves a counter-notice the apparatus will only be altered/removed by way of a court order. If the operator fails to serve a counter-notice within 28 days of service of the notice, the operator will be obliged to alter/remove the apparatus as requested. Telecommunications Code, Sch 2, paras 20 and 21 govern the power to require removal/relocation of apparatus as follows: • para 20 applies if the operator has an existing agreement with the landowner allowing them to be on the land, but the landowner wishes to remove/relocate the apparatus because they are redeveloping (see the statutory definition of 'alteration'); or • para 21 applies if there is no agreement in existence, or it is shortly to come to an end and the landowner requires an order allowing them to remove the apparatus Right to require the alteration of apparatus (para 20) Where

EIS relief EIS relief is available where eligible shares are issued to raise money for the purposes of a qualifying trade and all of the money raised is used in a qualifying trade carried on by a qualifying company or 90% subsidiary within two years. See Practice Note: EIS—conditions for relief: qualifying trades. For shares to be eligible they need to be: • fully paid up in cash at the time they are issued, and • ordinary shares with no special rights attached

An overview of the stamp duty relief available under section 77 of the Finance Act 1986 is set out in the following Practice Note: Stamp duty

This Q&A examines the confidentiality obligations directors and former directors owe to their companies. Produced in partnership with Daria Evdokimova, Lewis Silkin LLP. Prior to the Companies Act 2006 (CA 2006), all general duties which a director owed to a company of which he was a director were based on common law rules and equitable principles. Certain of those duties have now been codified in CA 2006, ss 171–177, however other common law and fiduciary duties continue to be relevant, one of those being the duty of confidentiality. Fiduciary, contractual or statutory obligation? A fiduciary is ‘someone who has undertaken to act for or on behalf of another in a particular matter

See the following Department for Education guidance which may assist in your research: • School land and property: protection, transfer and disposal • Playing fields and school land: selling or change of use—this guidance applies to all special schools regardless of whether they are maintained or non-maintained Education law treats different categories of school in different ways. The management systems of the school, its funding and the procedures for opening, closing or altering the school all depend on its category. The first level of categorisation distinguishes schools into three groups: • independent schools • academies and free schools, and • maintained schools The land (including the buildings, playing fields etc) on which an academy school (or free school) operates is owned by (or on a long lease to) the company which is running the academy or free school. This company is usually called an

Will duty apply? Whether duty applies, and at what rate, will depend from where the goods are imported into the UK. If goods are imported from countries outside of the EU, then the position will not have changed after the end of the transition period at 11 pm on 31 December 2020. However, if the goods are imported into the UK from countries in the EU, then the position could be different. This remainder of this Q&A considers goods imported from the EU into the UK. The first point to note is that the EU-UK Trade and Cooperation Agreement (TCA) essentially allows for products traded between the EU and the UK to be free of customs duties: ‘Except as otherwise provided for in this Agreement, customs duties on all goods originating in the other Party shall be prohibited’ (TCA, Article GOODS.5). Customs duties are defined in the following terms in the TCA: ‘…the duty payable on goods

In answering this Q&A, we have not considered the type of activity committed by B nor the cause (or causes) of action open to F against either A or B whether in contract or tort. We have assumed the use of B by A is permitted under arrangements between A and F. We have also assumed that the contractual arrangement between A and F provides for an indemnity to cover the circumstances in question (to whatever degree that may be). Additional considerations may apply if the scenario sits within a regulated industry, such as financial services; those considerations are beyond the scope of this response. For more information on the type of considerations which might be relevant to

The PCR 2015 The Public Contracts Regulation 2015 (PCR 2015), SI 2015/102 implemented the Directive 2014/24/EU (the Public Contracts Directive) and replaced the Public Contracts Regulations 2006 SI 2006/5. The majority of the provisions came into force on 26 February 2015 but with certain exceptions: PCR 2015, SI 2015/102 reg 1. See generally Practice Notes: Introduction to public contracts procurement—pre PA 2023 [Archived] and Public Contracts Regulations 2015—key steps and common procedures. The Regulations apply to contracts between ‘contracting authorities’ and ‘economic operators’ as defined in PCR 2015, SI 2015/102 reg 2(1). A contracting authority means the State, regional or local authorities, bodies governed by public law or associations formed by one or more such authorities or one or more such bodies governed by public law, and includes central government authorities. An economic operator means any person or public entity