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Q&As
Not every resolution passed by the members of a company needs to be filed at Companies House. In accordance with sections 29–30 of the Companies Act 2006 (CA 2006), a copy (or a written memorandum setting out the terms) of any of the following resolutions must be filed with Companies House within 15 days after it is passed: • any special resolution • any resolution agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose
Q&As
In a majority/minority joint venture, the majority shareholder will typically have a stronger bargaining position and may therefore include in the shareholders' agreement certain provisions which favour a majority shareholder. For an example of a majority/minority joint venture shareholders' agreement, see Precedent: Joint venture shareholders’ agreement—majority/minority. Decision-making To the extent that the majority shareholder is able to obtain the agreement of the minority shareholder, it will be keen to have control of board and shareholder decisions on key matters relating to the operation of the joint venture company and its business. It will want to ensure that it has the right to appoint a majority of the directors to the board of the joint venture company and possibly also the chair and executive officers. Most board decisions will require the approval of a simple majority of the directors present at the meeting, which will therefore give the majority shareholder control of such decisions. Additionally, the majority shareholder
Q&As
The Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, SI 2017/172 (often referred to as the ‘Private and Voluntary Sector’ Regulations): • apply to an employer who has 250 or more employees on the relevant snapshot date (the first of which being 5 April 2017), but • do not apply to an employer who is: ◦ a public authority specified in Schedule 19 to the Equality Act 2010 (EqA 2010), or ◦ a government department or part of the armed forces not specified in that Schedule The Equality Act 2010 (Specific Duties and Public Authorities) Regulations 2017, SI 2017/353 (often referred to as ‘Public Sector’ Regulations) introduce a very similar gender pay gap reporting obligation on employers who: • are ‘relevant public authorities’ as set out in Schedule 2 to the regulations
CHECKLISTS
This Checklist sets out the pre-contract searches which a buyer, tenant or mortgagee should undertake as part of their property due diligence. It is not an exhaustive list and additional searches may be required depending on the nature and location of the property and its proposed use. For simplicity, references to the seller in this Checklist include a landlord or mortgagor, as appropriate. References to the buyer include a tenant or mortgagee. Search When is it required? Further information Local land charges search (Form LLC1) Every transaction See Pre-contract searches — Local land charges searches Enquiries of the local authority (Form CON29 and CON29O) Every transaction See Pre-contract searches — Enquiries of the local authority and Planning local authority searches Commons search (Form CON29O) Every transaction where the property:• is undeveloped (or recently developed)• is former manorial land, or• adjoins a town or village greenA search should also be made where there is a verge or other land between the property and the highway See Pre-contract searches — Commons registration search Planning search Consider
CHECKLISTS
This Checklist assists in determining which service process applies when serving documents out of the jurisdiction of the courts of England and Wales. It sets out the formal service regimes that can be used for the service of judicial and extra-judicial documents in another country. The Checklist covers the service regime under the Hague Service Convention and identifies territories to which the convention has been extended as well as noting notes whether reservations, declarations or notifications have been made. For information about the reservations, declarations or notifications, see: HCCH website—Service Section. How this checklist works To determine which service regime applies using the table below, consider the applicable service regime in: • the country in which the document originates, and • the country in which the document is to be served Where the same regime is available in both countries that regime will apply. It should be noted that the advice of a local lawyer should be taken to determine whether informal service can be effected. In many cases, informal service may be effected more rapidly than
Q&As
Reference copies of the following contracts are available on Lexis+ as PDFs: • JCT contracts—the following suites, along with associated guides and applicable amendments/revisions, are available: ◦ 2016 editions (see: JCT contracts 2016—reference copies) ◦ 2011 editions (see: JCT contracts
Q&As
The Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) amends the Companies Act 2006 (CA 2006) to give private companies, since 30 June 2016, the option of keeping certain information on the central register kept by the registrar instead of keeping it on their own registers. The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016, SI 2016/599 amend the Limited Liability Partnerships (Application of the Companies Act 2006) Regulations 2009 (the 2009
Q&As
The Family Procedure Rules 2010 (FPR 2010), SI 2010/2955 came into effect on 6 April 2011 and made changes to the terminology used in relation to proceedings for financial provision. Practitioners were encouraged to use the new terms 'financial orders', and 'financial remedies'. A stated aim of the FPR 2010 was to make the language of the rules more accessible to the lay person. What are financial orders and financial remedies? A financial order is a type of financial remedy, previously referred to as 'ancillary relief', and generally encompasses the types of orders made in relation to proceedings
Q&As
The UK’s transfer pricing regime applies to ‘persons’ and therefore includes individuals and firms (partnerships), as well as companies. For more, see Practice Note: When do the UK transfer pricing rules apply?—Individuals and INTM412030. Most small and medium-sized
Q&As
Changes were made to the type of proceedings to which the fast-track procedure applies with effect from 4 June 2018, see Practice Note: Fast-track (shortened) financial remedy procedure, in particular the sections headed: • Fast-track (shortened) financial remedy procedure—Proceedings issued on or after 4 June 2018 to which the fast-track procedure applies • Fast-track (shortened) financial remedy procedure—Proceedings issued prior to 4 June 2018 The financial statement to be used will depend on the application that is before the court. Under the amended provisions, the main applications now dealt with under the fast-track procedure are: • any application where the financial remedy sought
Q&As
If you are a claimant or a respondent, it is important to consider at the outset of the arbitration which version of the London Court of International Arbitration (LCIA) Rules (2014 or 1998) governs the dispute that has been referred to arbitration. This will depend on the terms of the applicable arbitration agreement, ie the agreement (in writing or otherwise) between the parties to submit to arbitration. If the arbitration agreement provides expressly that the dispute
Q&As
Contract variation A contract variation is a subsequent change to an original contract. Not all changes to a contractual relationship amount to an effective or valid variation. Sometimes the changes are such that the end result is not a varied contract, but a rescinded, assigned or novated contract. For general guidance, see Practice Note: Contract variation. Contracts can be varied in several ways, see Practice Notes: • Contract variation—Written variation • Contract variation—Oral variation • Contract variation—Variation by conduct • Contract variation—Unilateral variation • Contract variation—Waiver, or • Contract variation—Sustained minor breach An existing contract may be varied provided that the variation satisfies the usual requirements for the creation of a binding agreement—ie offer, acceptance, consideration and contractual intention of the parties (see section on ‘Consideration’ in the above Practice Note and more generally: Forming enforceable contracts—overview). A contractual variation will itself be a contract between the parties to the existing agreement and therefore consideration must be provided for the variation to take