A procedural motion is a motion which impacts upon the procedure being followed in the meeting, that is, how the meeting is conducted. It is distinguished from a substantive motion or resolution, which relates to the main business of the meeting. A well know procedural motion is adjournment (see Practice Note: How to adjourn a general meeting). Others, which also tend to relate to the

There is no single, universal answer to the question whether a particular organisation is treated, in law, as a public authority. Rather, on one hand the courts have developed case law on which bodies are subject to administrative law through the judicial review procedure; and Parliament has defined in a variety of ways those public bodies about whom it has intended to legislate for specific purposes such as the Human Rights Act 1998 (HRA 1998), and the Freedom of Information Act 2000 (FIA 2000). Judicial review Judicial review is the primary judicial procedure by which individuals and firms can seek a remedy against abuses of power by public authorities. It is a public law remedy, aimed only at controlling the use of powers of a public nature. Most judicial review claims are brought against those clearly involved in the exercise of public power, such as ministers, government departments and agencies, devolved administrations and legislatures, local authorities, health and education authorities, police and prison services. These bodies are, broadly speaking, those who are also 'core public

Unless the breach concerned is in respect of non-payment of rent, a landlord cannot forfeit a lease without first serving a notice pursuant to section 146 of the Law of Property Act 1925 on the tenant. The section 146 notice must: • specify the breach complained of • if the breach is capable of remedy, require the tenant to remedy it. The notice does not need to prescribe how the tenant must remedy the breach, which is a matter for the tenant, or the

What is a regulated market? regulated markets (RMs) are multilateral systems operated and/or managed by a market operator (which may be the RM itself) that: • bring together or facilitate the bringing together of multiple third-party buying and selling interests ◦ in respect of financial instruments admitted to trading under its rules and/or systems ◦ in the system and in accordance with its non-discretionary rules, and ◦ in a way that results in a contract A multilateral system is defined in UK MiFIR as ‘any system or facility in which multiple third-party buying and selling trading interests in financial instruments are able to interact in the system’. For detailed

Under the Data Protection Act 1998 (DPA 1998), a relevant filing system is defined in s1 as: any set of information relating to individuals to the extent that, although the information is not processed by means of equipment operating automatically in response to instructions given for that purpose, the set is structured, either by reference to individuals or by reference to criteria relating to individuals, in such a way that specific information relating to a particular individual is readily accessible. It is notable that there is no reference to data, and for good reason. There has been no transposition from information

A retail investor is an individual investor who buys and sells shares for their own account. Retail investors typically invest in small amounts of shares and trade infrequently. A retail investor can be distinguished from an institutional investor, such as a pension fund, hedge fund or insurance company, that makes investment decisions on behalf of its individual members. Institutional investors typically trade in large tranches of shares. As the name suggests, a retail offer is an offer of shares by a company to retail investors. Most IPOs and secondary offers on the Main Market and AIM only involve an offer to institutional investors structured as a placing of shares to a limited number of professional investors. Institutional placings can be done quickly with lower associated costs than for other methods of marketing shares. One reason why a company is discouraged from pursuing a retail offer when doing a secondary fundraise is that the thresholds in the UK Prospectus Regulation often mean that a prospectus is required

This Practice Note explains: • what a determination (also referred to as a revenue determination) in respect of direct tax (ie a direct tax determination) is • when HMRC might issue a direct tax determination • the quantum of a possible direct tax determination • the time limits within which HMRC can make such a determination • the effect of such a determination on a taxpayer, and • the options available to a taxpayer to displace a direct tax determination For the purposes of this Practice Note, except where expressly provided otherwise, a determination is used to refer to a direct tax revenue determination. For a practical guide on how to deal with a direct tax determination, see: Practical steps for dealing with a revenue determination for direct tax purposes—checklist. It is important to note that a revenue determination is not the same as a discovery determination. A discovery determination is similar to a discovery assessment but a discovery determination (unlike a discovery assessment and unlike a revenue determination) only

FORTHCOMING CHANGE in relation to replacing the prospectus regime including disclosure requirements: The Public Offers and Admissions to Trading Regulations 2024 (POATRs), SI 2024/105, were made on 29 January 2024 and provide a framework for regulating public offers of securities and admissions of securities to trading in the UK which, on 19 January 2026, is expected to replace the prospectus regime set out in the UK prospectus regulation. Two key components of the reforms are the removal of the express statutory requirement for a prospectus and the grant of enhanced rule-making responsibilities to the Financial Conduct Authority (FCA) in this area. Whether a prospectus is required, and the disclosure requirements for a prospectus, will be covered in FCA rules, which are due to take effect from 19 January 2026, and will be called The Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM). The full text of the PRM is currently available in Appendix 1 to the Policy Statement 25/9 (starts at p 153 of the Policy Statement

A section 104 agreement usually refers to an agreement made pursuant to section 104 of the Water Industry Act 1991 (WAI 1991, s104). Under a section 104 agreement, a landowner and water company/sewerage undertaker agree that after completion of construction of a private drainage system (ie sewers and lateral drains) that will connect with the public sewer, then that drainage system will vest in the undertaker. After any specified rectification period in the agreement, the undertaker adopts the drainage system and becomes responsible

Section 111 agreements are agreements entered into with a local authority under section 111 of the Local Government Act 1972 (LGA 1972). LGA 1972, s 111, entitled ‘subsidiary powers of local authorities’, is a catch all provision which gives local authorities power to do anything ‘which is calculated to facilitate, or is conducive or incidental to the discharge of any of their functions’. LGA 1972, s 111 is drafted very widely, and applies to all local authority functions, including their planning functions. There are no restrictions placed on a local authority’s reliance on LGA 1972, s 111 other than: • not to use it to raise or lend money, and • that the use of LGA 1972, s 111 must be conducive or incidental to the discharge of some other particular function As other provisions allowing local planning authorities

The Companies Act 2006 (CA 2006) provides that each share in a limited company must have a fixed nominal value, eg, £1. There are no statutory or other restrictions on the issue of shares at a 'premium' (that is, at more than their nominal value). Where a company issues shares at a premium (whether for cash or otherwise), a sum equal to the aggregate amount or value of the premiums on those shares must be transferred to an account called the 'share premium account'. Shares issued for a consideration other than cash are issued at a premium if the value of the assets in consideration of which they are issued is more than the nominal value of the shares (Henry Head & Co Ltd v Ropner Holdings Ltd and Shearer (Inspector of Taxes) v Bercain Ltd.). The requirement that a company to transfer sums to its share premium account is subject to the CA 2006 provisions dealing with group construction relief (CA 2006,

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct