If a majority shareholder acts in breach of a shareholders' agreement, the remedies available to the minority shareholder will be the usual contractual remedies, namely: • damages (requiring the claimant both to prove its loss and to mitigate it), or • possibly injunctions against breach (where damages would not be an adequate remedy) where the claimant has advance notice of an intended breach or to compel compliance with some obligation The conduct of shareholders in their capacity as such is not an 'affair of the company' such as to engage relief for unfairly prejudicial conduct under section 994 of the Companies Act 2006 (CA 2006). However, if the majority shareholder's conduct extends to some aspect of the company's affairs then relief may be available. For example, if the breach is the exclusion of the minority shareholder from the company's management, that would constitute unfairly prejudicial conduct. See further Practice Note: Unfair

We assume that this Q&A is referring to changes made by the general binding rules concerning discharges from septic tanks to surface water. New regulations, the Environmental Permitting (England and Wales)(Amendment)(England) Regulations 2014 came into effect in January 2015 to simplify the laws controlling small sewage discharges from septic tanks and small sewage treatment plants in England. The general binding rules set out the conditions in the regulations that allow a septic tank or sewage treatment plant to be used without an environmental permit. See generally guidance: Septic tanks and treatment plants: permits and general binding rules. The general binding rules include rules on small

Under section 245 of the Insolvency Act 1986 (IA 1986), liquidators and administrators can avoid certain floating charges if: • the floating charge was created at the relevant time • in certain circumstances, the company was either insolvent at the time or as a cause of the transaction under which the floating charge was created • the value or so much

Intermeddling is where a person carries out acts in a deceased’s estate that show the intention of assuming the role of personal representative. Once an executor has intermeddled the court will not accept their renunciation. What is regarded as intermeddling is a question of fact and degree

This Q&A is limited to research covering permitted acts and exceptions. There are a number of specific exceptions to copyright infringement, the majority of which are laid down by the Copyright, Designs and Patents Act 1988 (CDPA 1988). These are also known as permitted acts. For more information, see Practice Note: Copyright—permitted acts and defences. Fair dealing The CDPA 1988 provides for exceptions to copyright protection in respect of fair dealing with copyright works when they are used for certain stated purposes. Fairness is judged objectively. The question is whether a fair-minded and honest person would have dealt with the copyright work in the manner in which the defendant did. The burden of proof for fairness lies with the defendant Hyde Park Residence v Yelland. There is no definition of 'fair' in CDPA 1988; fair dealing is usually determined by the court. In Hubbard v Vosper fairness was stated

You may find the following materials helpful: • Practice Note: Limited liability partnership agreements—this summarises the default statutory provisions that apply in the absence of a limited liability partnership agreement as well as common provisions of a limited liability partnership (LLP) agreement. There are sections on expulsion, retirement and outgoing members • Precedent: Deed of retirement from a limited liability partnership—this is a precedent deed of retirement or resignation from a limited liability partnership agreement of an LLP formed under the Limited Liability Partnership Act 2000. It is to be used where a partner/member is retiring/resigning from the LLP • Precedent with checklist: Retiring from

There is a statutory framework for the acquisition by a tenant of a long leasehold of the freehold of a house, provided the qualifying criteria are met. This is known as enfranchisement and is governed by the Leasehold Reform Act 1967 (LRA 1967). Under the procedure, the tenant submits the draft transfer to the landlord. There is no particular prescribed form, though LRA 1967, s 8 confirms that it is to be for an estate in fee simple absolute, subject to the tenancy and to tenant’s incumbrances, but otherwise

An executor (or an administrator after grant of letters of administration) has the Estate of the Deceased (including property) vest in them, and there is no obligation to register that disposition (section 27 of the Land Registration Act 2002 (LRA 2002)), though they can do so. They are entitled to exercise the powers of an owner regardless of whether the disposition has been registered, meaning that they can sell the land or assent it to a beneficiary (LRA 2002, ss 23 and 24). A beneficiary has, until the Estate has been administered, a mere spes (hope) of inheriting, so cannot bring a claim against identifiable property in the Estate. However, '[t]here is an irreducible

The Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (FTE Regulations 2002), SI 2002/2034 contain a mechanism, derived from the Fixed-term Work Framework Directive, for converting successive fixed-term contracts into permanent contracts in certain situations. The way the FTE Regulations 2002 achieve this is to state that the provision of any employment contract that restricts the contract's duration shall be of no effect, and the employee employed under it shall be a regarded in law as a permanent employee, where the following conditions are all satisfied: • the employee is employed under a contract that purports to be a fixed-term contract • either: ◦ that purported fixed-term contract has been renewed (or extended) one or more times, or ◦ the employee has previously been employed on a fixed-term contract before the start of that purported fixed-term contract • the employee has been continuously employed (to

What is ring-fencing? The largest UK banks are required to make core retail banking services (ie taking deposits, making payments and providing overdrafts for UK retail customers and small businesses) financially, operationally and organisationally separate from the rest of their business (ie investment banking and international banking activities). Banks that have been separated, or ring-fenced, from the rest of their groups in this way are known as ring-fenced bodies (RFBs). Ring-fencing was introduced by the Financial Services (Banking Reform) Act 2013 (FS(BR)A 2013) and came into effect on 1 January 2019. The Financial Services and Markets Act 2000 (Excluded Activities and Prohibitions Order) 2014, SI 2014/2080 defines which activities RFBs may and may not carry out. Significant changes to the ring-fencing regime were made by the Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2025, SI 2025/30, which entered into force on 4 February 2025. What restrictions apply to ring-fenced banks? Dealing in investments as principal Dealing in investments as principal is an ‘excluded activity’ under the Financial

Much will depend on the facts and individual circumstances of the case. For example the size and use of the leased premises as compared to the remainder of the property. Ross: Commercial Leases—Three approaches identifies the various approaches to recovery of expenditure. If the lease provides that the tenant will pay a 'fair', 'reasonable' or 'proper' proportion of the cost of the services, the advantage is that there is a degree of flexibility in how a contribution may be calculated. However, this does leave the tenant with some uncertainty, but normally the lease will incorporate a mechanism for dealing with any dispute. A 'fair proportion' clause in a lease will enable all relevant circumstances, including the user of the

This Q&A assumes that the deceased’s estate is not insolvent. Notwithstanding this assumption, if there is any question over the deceased's estate’s solvency then care must be taken by the executor. For further reading, see Practice Note: Effect of the debtor's death on an insolvency process. An executor is a person appointed by a valid Will or codicil to administer the testator’s property and carry out the provisions of the Will. The term personal representatives (PRs) includes both executors and administrators. The role of a PR is to administer the deceased’s estate. A PR owes a duty to get and collect in the deceased’s real and personal estate and administer it according to the law, which means