An indemnity to principals clause, as defined in Commentary: Who insures?: Manual of Construction Agreements [13], is a common feature of liability insurance policies, notably in the construction industry. It is useful where a contractor wishes to insure its principal (or principal contractor) under its own insurance. The clause enables the contractor to do so without having to amend its policy (or otherwise consult underwriters). The chapter referred to above further

The Companies Act 2006 (CA 2006) defines an ‘overseas company’ as any company incorporated outside the UK. An overseas company has to be registered at Companies House if it opens an 'establishment' in the UK. An establishment is: • a branch within the meaning of the Eleventh Company Law Directive, Directive 89/666/EEC or • a place of business that is not such a branch Neither the Eleventh Company Law Directive, Directive 89/666/EEC nor the Overseas Companies Regulations 2009, SI 2009/1801 (OC Regulations) give a definition of a ‘branch’, but European

The reference in traditional articles of association to ‘special business’ is not a reference to the form of resolution required to transact the business, but rather a reference to the fact that the particular business is to be specifically referred to in the notice of the meeting. For companies registered prior to 1 July 1985 which have adopted Table A to Companies Act 1948 (CA 1948), business to be conducted at a general meeting was typically described as

Single point liability (also commonly referred to as ‘single point responsibility’) means that the contractor engaged by the employer in respect of a development assumes responsibility for delivering the whole project—ie it will be responsible for the design and construction elements. In relation to property projects, this is commonly

Practice Note: The Prospectus Directive and ECM—when is a prospectus required? [Archived] provides guidance on the definition of ‘transferable securities’ in section 102A of the Financial Services and Markets Act 2000 (FSMA 2000). FSMA 2000, s 102A defines ‘transferable securities’ as anything which is a transferable security for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (MiFID) (other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months). The definition of ‘transferable securities’ in Article 4(44) of Directive (2014/65/EU) reads: ‘“transferable securities” means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as: (a) shares in companies and other securities equivalent to shares

A properly formed registered company is a separate legal entity from its shareholders and has separate rights and liabilities as a separate legal person. This principle is colloquially described as the corporate veil or the Salomon principle, being most famously stated by Lord MacNaghten in the case of Salomon v Salomon: The company is at law a different person altogether from the subscribers to the memorandum; and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act. A company, as a separate legal entity, continues to exist irrespective of changes to its membership. It owns its assets and is responsible

The concept of a ‘beneficial interest’ derives from the law of equity. It is widely used, including in relation to trust arrangements, the ownership of real property and holdings of shares in companies. There is no single, specific definition of beneficial interest, but the concept is relevant in a large number of contexts. The idea that a beneficial interest in certain assets can be held is particularly relevant in relation to the promotion of corporate transparency and the enforcement of anti-money laundering regimes around the world. In the context of shareholdings in companies, the term is effectively synonymous with the concept of the ‘equitable title’ (sometimes called the ‘equitable interest’) in a share, as opposed to the ‘legal title’. On a transfer of shares, the transfer of legal title does not take place until the transferee, having agreed to become a shareholder, has their name entered into the company's register of members, at which point the transferee takes legal ownership of those shares. Registration creates membership

Chapter 17 of the Listing Rules (LR) relates to standard listings of debt and debt-like securities. LR 17.3 sets out the continuing obligations for issuers with this type of listing and LR 17.3.3A R–LR 17.3.6 G set out the continuing obligations relating to annual accounts. LR 17.3.3A R states that: ‘LR 17.3.4 R to LR 17.3.6 G apply to an issuer that is not already required to comply with DTR 4.’ Accordingly, Chapter 4 of the Disclosure Guidance and Transparency Rules (DTRs) does not apply to an issuer looking

Background The General Data Protection Regulation, Regulation (EU) 2016/679, (the GDPR) sets out the information that a data processing agreement must contain, this is prescribed by Article 28(3) of the GDPR, which states (among other things) that: ‘Processing by a processor shall be governed by a contract or other legal act under Union or Member State law, that is binding on the processor with regard to the controller and that sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects

Practice Note: Price and service transparency—law firms sets out the categories of commercial work caught by the SRA Transparency Rules, as shown below: Category of work covered by the Transparency Rules Definition and additional guidance Employment tribunal claims Providing advice and representation to employers in relation to defending claims before the Employment Tribunal brought by an employee for unfair dismissal or wrongful dismissal. Debt recovery (up to £100,000) Debt recovery up to the value of £100,000. Licensing Providing

Regulatory Background The rules for advertising alcohol in the UK are contained in section 18 of the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) for non-broadcast advertising and section 19 of the UK Code of Broadcast Advertising (BCAP Code) for broadcast advertising. These rules apply alongside the Portman Code which covers alcohol marketing in the UK not otherwise covered by the UK advertising regulator (the Advertising Standards Authority). Immoderate, irresponsible and anti-social drinking Under the Codes, one of the key overarching principles is that marketing communications for alcoholic drinks must not imply, condone or encourage immoderate, irresponsible or anti-social drinking. This relates to both the quantity of alcohol consumed and the manner in which

The Directive referred to is the First Company Law Directive 68/151/EEC of 9 March 1968, the intent of which was to codify elements of company law across all member states. Article 3 requires