Under section 692 of the Companies Act 2006 (CA 2006), a share buyback carried out by a private company limited by shares must be financed: • out of its distributable profits • out of the proceeds of a fresh issue of shares made for the purpose of such financing • out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), after it has applied for the purpose of the buyback, and exhausted, any distributable profits and the proceeds of any fresh issue of shares made for the purpose of such financing • out of capital under CA 2006, s 692(1ZA) up to an aggregate purchase price in a financial year not exceeding the lower of £15,000 or the nominal value of 5% of its fully paid share

For annual allowance purposes the deemed date of receipt of member contributions made by employer deduction from payroll using a net pay arrangement is the date of deduction from pay where the deemed date of receipt of employer contributions is the date of receipt by the scheme administrator. This results in contributions falling into different tax periods for annual allowance purposes. The net pay arrangement is usually used by occupational employer-sponsored pension schemes and operates by deducting the member’s pension contributions from the member’s gross earnings arising from that member’s employment with that employer for the tax year in which the payment is made. A deduction can only be made

Directors' conflicts of interest can cause significant issues when it comes to approving transactions, especially where there is a small board (for instance on the board of a group subsidiary, or a small, family-run company). It can be difficult to find 'independent' directors to vote and approve a transaction. What of a situation in which the only directors of the company are conflicted and there is no mechanism in the company's articles for the members to permit the conflicted directors to count in the quorum and vote to approve the transaction? Can members pre-authorise the breach of directors' duties that would be committed by the conflicted directors voting to approve the transaction and thereby effectively override the conflict of interest? Duty to avoid conflicts and approval of conflicted matters Section 175(1) of the Companies Act 2006 (CA 2006) requires that 'a director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of that company.'

Functions may be delegated to permitted authorities by way of schemes of delegation. See: Commentaries: Delegation of functions by Ministers to permitted authorities and transfer schemes in connection with such delegation: Halsbury's Laws of England [420] and Duty to adopt standing orders with respect to staff: Halsbury's Laws of England [467]). Under the Public Bodies (Admission to Meetings) Act 1960 and the Local Government (Access to Information) Act 1985, a meeting held by a body exercising public functions must be open to the public, unless excluded by resolution. Particularly, a council meeting must be open to the public and press. Many local councils also set aside a period of time when the public can ask questions or even make statements.

This Q&A assumes that the migrant in question is a non-EEA national direct family member of an EEA national, rather than a non-EEA national with a derivative or retained right of residence (although the principles are similar). The Practice Note: Family members of EEA nationals: definitions and rights of entry and residence [Archived] notes that, in the decision of Mouvement contre le racisme, l'antisémitisme et la xénophobie ASBL (MRAX) v Belgium case the European Court of Justice re-confirmed the longstanding position that, in most cases, visas and residence documents are declaratory of underlying EU free movement rights, ie they confirm them rather than grant them. (This general principle does not apply for extended family members, although once an extended family member is issued a family permit, they will be treated as direct family members; see Practice Note: 'Durable relationships' and 'other family members' of EEA nationals: definitions and rights of entry and residence [Archived]). Article 23 of Directive 2004/38/EC (the Citizens’ Directive) provides that: ‘Irrespective of nationality, the family members of a Union

For the purposes of this Q&A we have not considered marketing and employment issues. Civil proceedings The question of admissibility of evidence in civil proceedings is whether the evidence is relevant to a fact in issue in the case. Admissibility is always decided by the judge and all relevant evidence is potentially admissible, subject to common law and statutory rules on exclusion. What is relevant (namely what goes to prove or disprove a matter in issue) will be decided by logic and human experience, and facts may be proved directly or circumstantially. In civil proceedings, evidence must not be excluded on the ground that it is hearsay. For these purposes, 'hearsay' means a statement made otherwise than by a person while giving oral evidence in the proceedings which is tendered as evidence of the matters stated and references to hearsay include hearsay of whatever degree (CPR 33.1). The admissibility of a recorded call is subject to the normal laws of evidence. However, in

The position of the personal representatives A personal representative is under a duty to pay the debts of the deceased in accordance with the statutory order set out in section 34(3) and Schedule 1, Part II to the Administration of Estates Act 1925. In Re Tankard at para [72], it was stated that: ‘… it is the duty of executors, as a matter of due administration of the estate, to pay the debts of their testator with due diligence having regard to the assets in their hands which are properly applicable for that purpose, and in determining whether due diligence has been shown regard must be had to all the circumstances of the case…’ Creditors take priority over beneficiaries. The debts of the deceased must be discharged before any payment is made to the beneficiaries. For these purposes, debts include future and contingent liabilities. A personal representative may become personally

CPR Part 42 which is contained in the Civil Court Practice 2018, indicate that it is not possible to have two sets of solicitors ‘on the record’ at the same time, so as to avoid potential confusion with regard to address for service, signing of statements of truth and with whom legal representatives on the opposing side may communicate with (albeit that there remains

Parties to litigation can often find themselves in a position where they need extra time in which to comply with a rule, practice direction or order. The CPR includes provisions whereby the parties can seek to extend time for compliance in a number of situations. More particularly, CPR 2.11 provides: 'Unless these Rules or a practice direction provide otherwise or the court orders otherwise, the time specified by a rule or by the court for a person to do any act may be varied by the written agreement of the parties.' However, CPR 3.8(3) provides that the parties cannot (generally—though

Novation Novation is the replacement of an existing contract for a new contract. One of the original parties to the contract transfers both its rights and obligations under the contract to a third party who is substituted for that original party. In effect, the third party replaces the original party. There are two requirements for an effective novation: • consent—the consent of all parties (the original parties and the new party) is required. The consent would usually be in writing but does not have to be. It can be given orally or inferred from conduct (CEP Holdings Ltd and CEP Claddings Ltd v Steni AS [2009] EWHC 2447(QB) (not reported by LexisNexis®)). A court can analyse the conduct of the parties to determine the nature of the contract, no matter what label the parties use • consideration—consideration is required as the novation amounts to a new contract. Good consideration can be provided by the mutual

Stamp duty land tax (SDLT) multiple dwellings relief (MDR) applies to the acquisition of more than one dwelling: see Practice Note: SDLT—multiple dwellings relief. For the purposes of the relief, a building or part of a building is a dwelling if, among other things, it is suitable for use as a single dwelling; and land that is occupied or enjoyed with a dwelling as a garden or grounds (including any building on such land) is taken to be part of the dwelling. Obviously, the main house is a dwelling. It is less clear whether the granny annex is part of that dwelling or is a separate dwelling, especially where it does not have a separate address, council tax or title. The short answer is that

This questions considers whether, in circumstances where several different disciplinary charges have been brought against an employee at the same time, it is open to the employer to award different levels of disciplinary sanction in relation to each charge (eg a verbal warning for one, a final written warning for another), concurrently, or whether the employer should instead apply one disciplinary sanction in relation to all charges taken together. The Acas Code of Practice and related Guide on discipline and grievances at work do not deal specifically with situations where there are several allegations being dealt with at once. Broadly, however, the Code and guidance envisage a series of warnings moving up the scale, rather than a number of warnings/sanctions running concurrently. We are not aware of any authority to the effect that it would be contrary to the Code for the employer to issue a number of different warnings/sanctions after a disciplinary meeting. However, paragraph 21 of the Code sets