There appears to be no legal or regulatory prohibition against a private company limited by shares having a provision within their articles of association providing for automatic (default) poll voting. Typical default position—voting on a show of hands A vote will be taken on a show of hands unless a poll is demanded in accordance with section 321 of the Companies Act 2006 (CA 2006) and the company’s articles of association. The model articles for private and public limited companies confirm this position by stating that a resolution put to the vote of a general meeting must be decided on a show of hands unless a

It is assumed for the purpose of this Q&A that no shares in the company in question are publicly traded and that the company is lawfully able to declare and pay a dividend in accordance with Part 23 of the Companies Act 2006 (CA 2006) (for further information, see Practice Notes: Dividends—the legal framework and Distributions). In the absence of separate rights being attached to shares, eg in a company's articles of association, all shares of whatever class in the capital of the company will rank equally for any dividends and distributions and in terms of their rights on a return of capital (Birch v Cropper). However, a company's articles may (and usually will) specify which classes of shares are entitled to dividends and in what proportions (eg the model articles for private limited companies provide that dividends be paid by reference to each

Can a compensation claim be pursued more than 11 years after the vesting date? Generally, where land vested via a General Vesting Declaration (GVD), a disputed-compensation reference to the Upper Tribunal (Lands Chamber) must be made within six years from when the claimant knew or could reasonably be expected to know of the vesting. That time limit is set by section 10(3) of the Compulsory Purchase (Vesting Declarations) Act 1981 (CP(VD)A 1981). 11 years would ordinarily be out of time unless a rare exception applies (eg no/late knowledge of vesting, deliberate concealment, or an estoppel situation

Whether a planning condition is lawful or not will depend on the circumstances of the case and the local planning authority (LPA)’s reasons for imposing the condition. The National Planning Policy Framework (NPPF), para 203 states that LPAs should consider whether otherwise unacceptable development could be made acceptable through the use of conditions. It sets out six tests which must all be satisfied when the LPA decides to grant planning permission subject to conditions. Planning Practice Guidance (the PPG) provides further advice on the meaning of each of the tests, set out below. Planning conditions must be: • necessary—there must be a definite planning reason for the condition, ie it is needed to make the development acceptable in planning terms. If a condition is wider in scope than is necessary to achieve the desired objective it will fail the

A pension can only be transferred to another person on death or as a result of financial relief proceedings on divorce or dissolution. If the final order in financial relief proceedings is still executory (and the jurisdiction under Thwaite v Thwaite cannot be invoked), the court has only very limited ways in which it can vary its own orders. See also Practice Note: Setting aside financial orders including Barder events where no error of the court alleged — Executory orders. In relation to ordinary lump sum orders, a court can only vary a lump sum if it is payable by installments (as confirmed in Hamilton v Hamilton), and even those orders are only rarely varied. In the solicitor’s negligence case of Westbury v Sampson , the Court of Appeal looked at the scope of the power

The express terms of the covenant are paramount. If the covenant requires some level of formality (eg by a deed, a letter signed by the landlord, or in writing), then the tenant should insist that the consent is given in that form (so that the tenant can safely proceed with the assignment). Clearly, there is a good reason for this: the higher the level of formality required, the more likely it is that the parties will have expressed themselves with clarity. Where all that it is required is writing, and the parties have been corresponding in writing, it will be a question of construction of the correspondence whether the landlord has

Each of these claims may be brought on their own as a free standing claim or they can be brought together in parallel as part of a wider claim against the deceased. It will depend upon the facts of an individual case. Each claim has distinct legal requirements, although the same factual elements may support them. Inheritance (Provision for Family and Dependants) Act 1975 Claims under the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975) are claims by eligible claimants, which includes a child of the deceased, on the ground that the disposition of the deceased's estate effected by their Will or the law relating to intestacy (or a combination of them) is not such as to make reasonable financial provision for them). See Practice Note: Family provision

A company’s share incentive plan rules will normally only permit participation by employees of the company (and, where applicable, the employees of other companies within the same corporate group), and will not extend to non-employees such as consultants. In the case of the HMRC tax advantaged share plans (being the enterprise management incentives scheme, the company share option scheme, the save as you earn scheme and the share incentive plan), the governing plan rules will specifically only extend participation to employees in order to meet the statutory requirements which apply to those types of the plans. However, for share plans which are not HMRC tax advantaged plans, these are not subject to

Considerations A consultant who wishes to limit its liability in respect of advice provided by third party consultants should consider the following: • the consultant is under an obligation to perform his contractual obligations with reasonable care and skill (see section 13 of the Supply of Goods and Services Act 1982). He will need to consider if sourcing third party consultants is a contractual obligation. If that is the case, then it is difficult to envisage a situation where the client will be agreeable to the consultant, excluding its liability for the advice given by those third party consultants. Even so, if the client was agreeable, then any provision excluding the liability of the consultant for the advice that the third parties subsequently provide to the customer, would have to be drafted very carefully for it to work alongside the obligation

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) apply to contracts between a trader and consumer entered into after 13 June 2014. The CCR 2013 deals with three types of contracts, as defined in CCR 2013, SI 2013/3134, reg 5: • off-premises contracts—there are four types of off-premises contract as defined in regulation 5 • distance contracts • on-premises contracts—this is defined as neither an off-premises contract nor a distance contract which, in effect, means a contract made on business premises Contracts are divided into the following categories, as defined in CCR 2013, SI 2013/3134, reg 5: • sales contracts • service contracts • digital contents The CCR 2013 provides that specific information must be given to the consumer and confers a right of cancellation in certain cases. If a right of cancellation exists, the requisite information must include a cancellation

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. Following IP completion day, key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime [Archived]. How can a lender under a consumer credit agreement sell a debt to a third party debt purchaser? Lenders sell the debts they are owed by assignment. This can take two forms: legal or equitable, depending on the debt that is assigned and whether certain formalities are observed. To be a legal assignment the assignment process must comply with the Law Property Act 1925, s 136. The assignment of the debt must be: • in writing and signed by assignor; • absolute (for the whole debt); and • anyone who the assignor could

The Consumer Rights Act 2015 (CRA 2015) lays out statutory remedies available to consumers in circumstances where the goods do not conform with the contract. For the purposes of the available remedies, CPA 2015, s 19(1) clarifies that 'references to goods conforming to a contract are references to: • (a) the goods conforming to the terms described in CRA 2015, ss 9, 10, 11, 13 and 14 • (b) the goods not failing to conform to the contract under CRA 2015, s 15 or CRA 2015, s 16, and • (c) the goods conforming to requirements that are stated in the contract The remedies available include: • the short-term right to reject the goods (see CRA 2015, ss 20 and