This Q&A assumes that the company proposing to reduce its capital is a private company limited by shares. Reduction of capital to cancel a class of shares held by a minority shareholder A reduction of capital is governed by section 641 of the Companies Act 2006 (CA 2006). This provides that, in the case of a private company limited by shares, a reduction may be effected by a special resolution, supported by a solvency statement given by the directors, or by a special resolution confirmed by the court. A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75% of those entitled

If a male employee who has less than two years of service is dismissed for a reason related to his partner's pregnancy then the potential claims he may have are for discrimination and unfair dismissal. Discrimination The first question is whether a man is protected from discrimination arising because of his partner's pregnancy. Women are specifically protected, under section 18 of the Equality Act 2010 (EqA 2010), from discrimination against them which occurs because of their pregnancy or in connection with their maternity leave. For further information, see our Practice Note: Pregnancy and maternity discrimination. A woman is also protected from direct discrimination under section 13 of Equality Act 2010, if she is less favourably treated because of the protected characteristic of: • sex, and/or • pregnancy and maternity However, it cannot be brought as a claim of direct discrimination because of sex if the treatment which gives rise to a complaint brought by the woman: • is in the protected period

A father of a child only obtains parental responsibility for that child if one of the criteria in the Children Act 1989 (ChA 1989) is satisfied (ChA 1989, s 2). Where a child’s father and mother were not married to, or civil partners of, each other at the time of the child’s birth the father shall have parental responsibility for the child if he has acquired it (and has not ceased to have it) in accordance with the provisions of ChA 1989. ChA 1989, s 4(1)(a) provides that where a child’s father and mother were not married to, or civil partners of, each other at the time of the child’s birth the father shall acquire parental responsibility for the child if, except where ChA 1989, s 4(1C) applies, he becomes registered as the child’s father under any of the enactments specified in ChA 1989,

When it comes to relevant considerations for conducting a disciplinary hearing, attention needs to be given to the employer’s disciplinary/dismissal procedure and the requirements of the Acas Code of Practice on disciplinary and grievance procedures (Acas Code). For further information, see generally: • Practice Notes: ◦ Managing conduct ◦ Acas disciplinary and grievance code—application ◦ Acas disciplinary and grievance code—procedural requirements • Precedent: Code of conduct and disciplinary and dismissal procedure Where the potential outcome of a disciplinary process is that the employee is dismissed, the employer should comply both with its own disciplinary procedure as well as the provisions of the Acas Code in the course of demonstrating that a fair procedure was implemented and that it acted reasonably in dismissing the employee. For further information, see Practice Notes: • Dismissing fairly for conduct reasons, including the main section dealing with ‘Who should conduct the hearing’

As noted in Practice Note: Forming enforceable contracts—authority, section 43 of the Companies Act 2006 (CA 2006) provides that the following have authority to make a contract for the company: • the company itself by writing under its common seal, and • a person acting under the company's authority, express or implied A person might therefore have: • express actual authority (ie they have been specifically authorised by a formal delegation of the board’s powers) • implied actual authority (ie they have implied authority arising out of his position), or • apparent (or ostensible) authority (ie it appears to a third party that the person has authority) See Practice Note: Execution formalities—companies for further information. The articles

There are eight grounds on which a marriage celebrated after 31 July 1971 is voidable pursuant to section 12 (1) of the Matrimonial Causes Act 1973 (MCA 1973), including, inter alia: • an opposite sex marriage may be voidable on the basis that it has not been consummated owing to the incapacity of either party to consummate it • an opposite sex marriage may be voidable on the ground that the marriage has not been consummated owing to the wilful refusal of the

Schedule 2, paragraph 27(2) of the Telecommunications Act 1984 (TA 1984) prevents parties from contracting out of certain rights conferred by the code. It provides that with the exception of certain provisions, the operation of the code can be excluded: '(2) The provisions of this code, except paras 8(5) and 21 and sub-para (1) above, shall

This Q&A assumes that the contract is a business-to-business (B2B) contract for the supply of generic goods or services, and that no specific industry or sector regulation applies. Firstly, check the express terms of the second contract particularly to see whether there are any conditions precedent, co-dependency or co-termination provisions which could give rise to the termination of, or right to terminate, the second contract as a direct consequence of the termination of the first. Also, check for the existence of any additional contracts or agreements between the same parties which might achieve a similar result, for example, any presiding framework or umbrella contracts or memoranda of understanding. The regular termination provisions of the second contract should also be checked. For general information on the termination of contracts, see: • Precedent: Termination clause and accompanying Drafting Notes • Contract termination—checklist • Practice Notes: ◦ Termination and expiry of contracts ◦ Drafting term and termination clauses—commercial

A member of the liquidation committee (or indeed the whole committee) can be removed through a decision procedure of the creditors or contributories (depending on the status of the member), as provided by Rule 17.12 of the Insolvency Rules 2016 (IR 2016),

It is assumed that the private company limited by guarantee does not have a share capital (as it has not been possible to form a company limited by guarantee with a share capital since 22 December 1980). Companies limited by guarantee and without a share capital have members who, instead of holding shares in the company, give a guarantee to pay a certain amount in the event of the company being wound up. A member’s liability is limited to the amount of that guarantee, which is usually a nominal amount (eg £1 to £10). A further key distinction between companies limited by shares

There is a distinction to be made between an individual’s status for the purposes of employment law, and an individual’s status for the purposes of HMRC. Employment law—status An individual’s status for the purposes of employment law is important because it determines the rights and protections they have at work. Only persons with the status of 'employee', for example, can claim unfair dismissal, maternity leave and redundancy rights. Not all people who work for others are considered to be employees; some may instead be workers (who have a different set of employment rights), or independent contractors. When it comes to the status of LLP members for the purposes of employment

There is no right of inspection whatsoever in relation to board minutes (Companies Act 2006, s 248 (CA 2006)) and accordingly members of the company, employees or members of the public are not able to inspect board minutes of the company. However, the board could always voluntarily decide to allow such persons to look at them. In