This Q&A looks at the general rule that a delegated power cannot be further delegated as applied to directors. It also examines whether an attorney appointed by a director would be able to exercise the powers conferred on a director and continue to do so if and when the director lost capacity. Generally, where powers are delegated to a person, that person has no implied power to delegate those powers further. Directors may, however, collectively delegate their powers to committees or other persons if permitted by the articles (ie as the relevant instrument (in this case, the company’s articles) would explicitly permit the directors to sub-delegate). Note, however, that 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

Although we have limited this answer to cover private companies limited by shares, it is worth noting that there are specific regulatory issues which arise with listed companies which may prevent such companies from having enhanced voting rights. Although we assume that you are asking whether a director may be granted enhanced voting rights at a meeting of the board of directors (rather than at a meeting of the members where the director is also a shareholder or the representative of a shareholder), for completeness we also cover whether the shares held by a member (whether or not they are also a director) may carry enhanced voting rights on shareholder matters. We can find no direct authority for the proposition that directors may be granted enhanced voting rights at board meetings. Despite this, we note that in practice, weighted voting rights for directors

The mainstream view is: not at the moment, though there has been debate about this. It may also be possible to simultaneously disclose in the UK and in the EU and attract unregistered design right in both. EU law is, in any event, changing and some commentators have interpreted that change to be intended to allow protection for designs that are first disclosed outside the EU. However, the position will still not be as clear as we would like. The past position Before the end of the Brexit transition period, 2D and 3D designs which were novel and possessed individual character automatically received unregistered Community design (UCD) protection across the EU and UK for three years when the design was first disclosed in the UK. This benefitted UK designers, especially those working in fashion and other industries with short product lifecycles. The current position In

It is possible for the equitable title to shares to be held by one person and for the legal title to those shares to be held by another. The legal title to shares in a company is held by the person who, having agreed to become a shareholder, has their name entered into the company's register of members (sections 112 and 113 of the Companies Act 2006 (CA 2006)). The register of members of a company is prima facie (but not conclusive) evidence of any matters directed or authorised to be inserted into it (CA 2006, s 127). The holder of the legal title to shares is a constructive trustee of those shares (sometimes referred to as a nominee) for the holder of the equitable title (who is their beneficial owner). Such a trust arrangement will be governed by common law principles (eg these provide that it is the holder of the legal title to the shares

For the purposes of this Q&A we have assumed the contract is a business-to-business general commercial deed. Different considerations may apply for a business to consumer deed. Issues to consider when determining whether a document which is referenced in the definitions section of a deed constitutes part of that deed or not, will depend upon a number of factors, including: • whether the remaining drafting of the deed provides for that defined document to form part of the deed ie does the deed provide that such document is ‘incorporated by reference’ (or similar)? • whether the remaining drafting of the deed provides for the parties to comply with the obligations set out in the defined document • whether the defined document is also attached as an annex, appendix or schedule to the deed, and whether the main provisions of the deed specify that such annex, appendix

A formal litigation friend only becomes necessary if a child is a party to issued proceedings. Often it will not be necessary for a child to be a party to a fatal accident claim. This is because the claim is usually brought by the executor or administrator of the deceased’s estate on behalf of the estate (under the Law Reform (Miscellaneous Provisions) Act 1934) and on behalf of any dependents of the deceased (under the Fatal Accidents Act 1976 (FAA 1976)). It

An easement cannot exist in gross. As per Re Ellenborough Park, there must be a dominant and a servient tenement. However, in Re Salvin's Indenture the court found that the dominant tenement was the company’s 'undertaking',

This Q&A raises the extent of an easement which has been the subject of an express grant. It is important to recall that easements may arise either by express grant, prescription or implication. Where an easement arises by way of prescription or implication, it is necessary to consider the facts relied upon in support to determine the extent of it. For example, where an easement is claimed by prescription, the nature of the historic user will have to be proved in the event that there is a dispute as to the extent of it. Where, however, there has been an express grant, as with any other

For the purposes of this Q&A, it is assumed that: • the easements are granted over land registered land • the lease is made by deed • the lease is not a reversionary lease If a lease is not made by deed, then the easements can only ever be equitable (sections 1 and 52 of the Law of Property Act 1925 (LPA 1925)). If the lease is a reversionary lease then it is in itself registerable (sections 4(1)(d) and 27(2)(b)(ii) of the Land Registration Act 2002 (LRA 2002)). As a short-term lease of less than seven years is not registrable in its own right, it is all too easy for the tenant’s solicitor to overlook the registration of any rights granted in the lease, however an easement expressly granted: • in a lease with a term of less

There is in fact no requirement that an employment contract be signed at all (electronically or otherwise): • there is no statutory obligation to this effect • contractually (under the law of England and Wales), an employment contract can be binding whether or not it is signed There is a statutory obligation on the employer to provide a written statement of certain particulars of employment within two months of the start of employment. There is, however, no requirement for such a written statement of particulars to be signed. An employer may (and often will) use alternative documents, namely a contract of employment or letter of engagement, instead of a written statement of particulars, incorporating other terms of employment. See Practice Note: Written statements of employment particulars—to 5 April 2020 [Archived] for further information. Express

Although there is a general prohibition on passing on employer National Insurance contributions (NICs) costs to an employee, this does not apply in the case of certain charges on share-based incentive awards, including in relation to any gain which arises in respect of an employment-related securities option as specified under section 479 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). A gain of this type will typically apply where the employee acquires shares on the exercise of the option, or where he releases or assigns the option in return for a cash payment, or he otherwise receives a benefit in connection with the option. In these circumstances it is possible for the employer and the employee to either enter into an agreement which allows the employer to recover the employer NICs which arises, or to make a joint election under which the employer NICs liability passes to the employee. However,

For details of when National Insurance contributions (NICs) charges, namely primary and secondary Class 1 NICs and Class 1A NICs, arise in the context of employment-related securities and securities options, see Practice Note: NICs implications of employment-related securities and securities options. Legislation dictates that there are certain circumstances in which an employer may, and may not, recover employer's NICs from an employee or director. There is a general prohibition upon any person liable to pay any secondary (broadly employer) Class 1, Class 1A or Class 1B NICs from: • deducting • otherwise recovering, or • entering into any agreement for so deducting or recovering such contributions. There are two specific exceptions