An assignment of the legal estate in a lease must usually be by way of deed. However, given that the tenant has been in occupation for a considerable period of time, paying rent and otherwise observing and performing the covenants in the lease, it is likely than an implied equitable assignment has taken place. Given the length of time which the tenant has been in occupation

Direct family members of EEA nationals have an initial right of residence for three months in line with the EEA national, as long as they do not become an unreasonable burden on the UK's social assistance system. Also, no decision must have been taken effecting expulsion, revocation or refusal of residence documentation, or cancellation of a right of residence. Beyond that, they will have a right of residence for as long as: • they remain a family member of that EEA national • the EEA national continues to live in the UK and satisfy one of the conditions in Article 7(1)(a)–(c) of the Directive 2004/38/EC—ie they remain a 'qualified person' or have permanent residence, and • no decision has been taken effecting expulsion, revocation or refusal of residence documentation, or cancellation of a right of residence Family members of EEA nationals are also free to take up employment in the UK subject to meeting the requirements set out above. It

Duties of a company director–general All company directors have general duties, for example the duty under section 172 of the Companies Act 2006, to promote the success of the company. This duty requires a director to act in the way that they consider, in good faith, to be most likely to promote the success of the company for the benefit of its members as a whole. In doing so, directors should have regard to the following matters (amongst others): • the likely consequences of any decision in the long term • the interests of the company's employees • the need to foster the company's business relationships with suppliers, customers and others • the impact of the company's operations on the community and the environment • the desirability of the company maintaining a reputation for high standards of business conduct, and • the

The issues that arise for consideration are the duties of the petitioner in their capacity as a director of the company, the court’s discretion as to costs, the circumstances in which the company’s funds may legitimately be used in the litigation and the potential impact of the Insolvency Act 1986 (IA 1986). The general principle is that the company’s assets should not be used to pay the costs of the proceedings where a personal dispute has arisen between members of the company. The principle applies to a just and equitable petition for winding up, analogous to the position in an unfair prejudice petition. It is an improper use of the company’s assets for them to be used in such a dispute. The court

The Companies Act 2006, s 250 (CA 2006) defines directors as including ‘any person occupying the position of director, by whatever name called’. Accordingly, the definition of ‘director’ in CA 2006 is wide enough to include an alternate director. Accordingly, the provisions relating to directors apply to alternate directors as well as to other directors. See further commentary from Buckley on the Companies Acts. There is no power in the CA 2006 for a director to appoint an alternate, but such power is often included

The reasons why a director may not have attended or otherwise taken part in board meetings may be various. However in this context it is assumed that the particular board meetings have been properly called and convened, that the director in question has been given proper notice of the time, form and agenda for the meeting, and that any other arrangements relating to the holding of the meeting, whether set down in the articles or elsewhere, have been complied with. It is generally accepted that the directors may regulate their meetings as they think fit, and there is wide scope for variation as regards location, regularity, and the specifics of the meeting itself, again, subject to the articles or other arrangements specified. Directors are collectively responsible for the management of the company and board meetings are considered a fundamental aspect of corporate proceedings; see Practice Note: Powers of directors. Part 2 of Model Articles indicate typical practice as regards the calling and holding of board meetings,

Business LPAs A business LPA (BLPA) allows the donor to appoint an attorney to make decisions concerning their business interests, either when they are unavailable or lack mental capacity. A BLPA is to be distinguished from a Property and Financial Affairs Lasting Power of Attorney, which is created to manage an individual’s personal finances. Practice Note: Business and commercial LPAs note that EPAs and LPAs are usable to make business decisions. Senior Judge Lush of the Court of Protection has commented that there are cases where the donor should have made two LPAs—a personal LPA (for financial affairs and health and welfare if desired) and an LPA for their business affairs. See Lush [2013] Eld LJ 144. BLPAs should also be distinguished from ordinary powers of attorney (POA), which are widely used by businesses to manage commercial situations. BLPAs should be seen as an extension of managing business interests, as part of business crisis management and reducing business risk. Unless the donor of BLPA is a sole

We assume that the director intends that another individual affixes a copy of the director’s electronic signature (eg pasting the director’s signature in the form of an image) into an electronic version of the contract where: • the company in question is incorporated in England (and registered under the Companies Act 2006 (CA 2006)), and that the document in question is a simple contract (and not a deed) exclusively governed by and subject to the law of that jurisdiction • the relevant contract is a commercial agreement between businesses for goods or services (not subject to specific formalities or regulation) and the company has capacity to enter into the transaction and that it is not ultra vires • the intent is that the contract is entered into on behalf of (not by)

This Q&A considers whether a director is able to grant a power of attorney to another director of the same company in light of the general rule that a director cannot delegate the functions of his office. Generally, the office of director is personal to that director. He cannot therefore delegate to another person the exercise of his vote at a board meeting or the signing of a written resolution of the board. A director cannot delegate the performance of any of the functions of his office to another person by way of power of attorney. He may, however, appoint another director (or any other person) as his attorney to sign documents or do other acts on his personal behalf.  This is to be distinguished from the ability of the company itself to grant a power of attorney to any person(s) to sign necessary documents, for instance, in the absence of any available director. A director unable to fulfil his functions/discharge his duties for a period of time may,

A ‘specified limited company’ is defined in paragraph 9(a) of Appendix FM-SE of the Immigration Rules as follows: ‘(a) The specified type of limited company is one in which: (i) the person is either a director or employee of the company, or both, or of another company within the same group; and (ii) shares are held (directly or indirectly) by the person, their partner or the following family members of the person or their partner: parent, grandparent, child, stepchild, grandchild, brother, sister, uncle, aunt, nephew, niece or first cousin; and (iii)

For general guidance on guarantor rights, see Practice Note: Guarantor rights and how to defer them in guarantee documentation—no competition clauses. Right to an indemnity As a general rule, the guarantor will have a right to be fully indemnified by the principal to the extent of any loss suffered by the guarantor as a result of paying out under the guarantee. In a typical finance transaction, the right to an indemnity will arise either under: • an implied agreement, or • an express agreement An implied agreement is the most common way in which the right to an indemnity will arise in a typical finance transaction. A right to an indemnity arises at law by implied agreement where the guarantee has been given at the express or implied request of the principal. In a typical finance transaction,

Bankruptcy While this Q&A mentions both undischarged and discharged bankrupt, we have focused on ‘discharged’. We have also assumed that this Q&A is referring to freehold land and not a residential dwelling in respect of which the three-year rule applies. See Practice Note: The 'three-year rule' in bankruptcy under section 283A of the Insolvency Act 1986 Any interest in real property held by the bankrupt at the date the bankruptcy commences will vest in the trustee. This would include the legal title and the right to be registered as the legal proprietor where the bankrupt is the sole owner. In cases where the bankrupt and another or others are the joint registered proprietors of real property, the bankrupt and the other co-owner(s) will hold the property