For the purpose of this Q&A we have assumed that the company is a private limited company. Where the company directors are not being co-operative, there are two main options open to the members: • to requisition a general meeting at which the resolution will be proposed, and • to pass a written resolution Power of members to requisition a meeting Under section 303(2) of the Companies Act 2006 (CA 2006) the directors of a company are required to call a general meeting once the company has received requests to do so from: • members representing at least 5% of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares), or • in the case of a company not having a share capital, members who represent at least 5% of the total voting rights of all the members having a

An Advanced Subscription Agreement is an agreement: • between an investor and a company • for the investor to pre-pay for shares that are to be allotted and issued by the company in a subsequent funding round • usually on terms that provide the investor with a discount to the price paid by other investors at the subsequent funding Such agreements are commonly used to enable early stage companies to secure early funding while protecting the investor from the risk of an inappropriate price for the shares they are acquiring by waiting until the wider funding round for the price to be determined. There are great many conditions that must

An Advanced Subscription Agreement (ASA) is an agreement: • between an investor and a company • for the investor to pre-pay for shares that are to be allotted and issued by the company in a subsequent funding round, and • usually on terms that provide the investor with a discount to the price paid by other investors at the subsequent funding Such agreements are commonly used to enable early stage companies to secure early funding

Even shares awarded pursuant to enterprise management incentives (EMI) schemes, still at best, result in capital gains tax (CGT) payable at a rate of 10% on any gains made on the shares. The only way an employee can receive shares with zero income tax, National Insurance contributions (NICs) and CGT to pay (when gains are made) is by using a qualifying Schedule 2 share incentive plan (SIP) and operating it in a particular manner. SIPs give employees the opportunity to acquire shares in their employer or a parent company of the employer on a tax-efficient basis. The legislative framework governing the SIP is mostly contained in: • Schedule 2 to the Income tax (Earnings and Pensions) Act 2003 (ITEPA 2003), which sets out how the SIP can be operated and the main conditions that have to be satisfied for the SIP to be a ‘Schedule 2 SIP’, and • ITEPA 2003, Pt 7, Ch 6, which sets out how shares acquired under a SIP are treated for income tax purposes ITEPA

It may be possible for forfeiture to be used to relieve a shareholder from liability to pay any outstanding balance of the nominal value (and of any premium at which the relevant shares have been issued). However, this would require co-operation between the company's directors and the relevant member and would be subject to a number of caveats. Notwithstanding forfeiture, the former holder of the forfeited shares will typically remain liable to the company under the provisions of the company's articles for all sums payable by that person to the company in respect of the relevant shares. The directors may decide to enforce payment or to waive it in whole or in part. In deciding to waive payment, the directors would be required to comply with their statutory

A limited company having a share capital may not alter that share capital, except in the ways listed in section 617 of the Companies Act 2006 (CA 2006). Shares in a company cannot simply be cancelled without following an appropriate procedure as permitted by that statutory provision. If a cancellation of shares is proposed using one of those procedures, the company must check for (and observe) any provisions of its articles of association prohibiting or restricting the use of the relevant procedure. The permitted procedures for a cancellation of shares under CA 2006, s 617 are: • a buyback of those shares (followed by their cancellation) in accordance with the procedure in CA 2006, Pt 18: nil-paid shares and partly-paid shares in the capital of a company cannot be bought back (or be

It is currently an established practice that payment for shares that are bought back must be in cash, rather than in any other form (as mentioned in the Commentary: Payment: Butterworths Corporate Law Service [19A.141]–[19A.150]). This is based on the Court of Appeal decision in Re Westminster Property Group plc, which found that, in the absence of a special context (which was not found in relation to a sale of shares), the word 'sale' or equivalent words such as 'sold', used in legislation denote an exchange of property for cash and not for any other form of property. However, it was suggested by Park J in BDG Roof-Bond Ltd v Douglas that payment for any shares bought back by a company could include the transfer of a non-cash asset or set-off against a liability and, with

The mandatory transfer provisions should be considered in conjunction with the anti-deprivation principle (ADP). The ADP is a principle that seeks to prevent parties from contracting out of the statutory regime for the collection, realisation and distribution of an insolvent estate. It prevents assets that should form part of an insolvent estate from being removed from that estate. In that regard it protects the value of the estate from attempts to evade insolvency laws and operates to prevent an

Section 542(1) of the Companies Act 2006 (CA 2006) states that shares in a limited company having a share capital must have a fixed nominal value. CA 2006, s 542(3) provides that shares in a limited company may be denominated in any currency and different classes of shares may be denominated in different currencies. This section was new when the CA 2006 was introduced and was intended to place into statute the common law rule establishing the same principle. Further, CA 2006, s 622

Section 629 of the Companies Act 2006 provides that, for the purposes of the Companies Acts, shares are of one class if the rights attached to them are in all respects uniform (the rights attached to shares are not regarded as different from those attached to other shares by reason only that they do not carry the same rights to dividends in the twelve months immediately following their allotment). So, to the extent that any shares in the capital of a company all carry the same rights,

A footpath is defined in section 66 of the Wildlife and Countryside Act 1981 (WCA 1981) as ‘a highway over which the public have a right of way on foot only.’ As such, the movement of sheep along a

Under the SRA Principles, you must act: • in a way that upholds the constitutional principle of the rule of law, and the proper administration of justice • with integrity • in a way that upholds public trust and confidence in the profession The SRA Codes of Conduct contain an outright prohibition on acting for a client if there is an own interest conflict or a significant risk of an own interest conflict. An own interest conflict arises whenever your duty to act in the best interests of any client in relation to a matter conflicts, or there is a significant risk that it may conflict, with your own interests in relation to that or a related matter. See Practice Note: Conflicts of interest—law firms and solicitors—Own interest conflicts. We are not aware of any specific prohibition on a solicitor acting for themselves and such a situation may not necessarily represent