A shareholder’s right to appoint a proxy is governed by sections 324 to 331 of the Companies Act 2006 and the company’s articles of association. A lawyer should always check the company’s articles of association to see what provisions they contain as regards the appointment and termination of proxies. Whilst there is no specific statutory prohibition to the appointment of a proxy in relation to multiple meetings, it will depend on the constitution of the particular company as to what is expected in terms of notice of the proxy to be delivered to the company, namely in relation

A 'set-off' is where (adopting the use of ‘X’ and ‘Y’ which, and please note so as to avoid confusion, is the opposite of the defined parties in our online content in this respect): • Y has a claim for a sum of money against X • X has a cross-claim for a sum of money against Y • such that X is, to the extent of X’s cross-claim, entitled to be absolved from payment of Y's claim (in full or in part), and to plead his cross-claim as a defence to an action

An assignment is the transfer of a right or an interest vested in one party, the assignor, to another party, the assignee. You can assign a claim or cause of action provided the assignee has a 'genuine commercial interest' in the enforcement of the assigned claim or cause of action. For details on constitutes a ‘genuine commercial interest’, see Practice Note: In what circumstances can you assign a claim or cause of action? in particular the section on What will amount to a 'genuine commercial interest' such that assignment of the claim is valid? See also Practice Note: In what circumstances can you assign a claim or cause of action? In particular the section entitled ‘Assigning different types of causes of action—contract, tort, insurance, debt, property, restitution and insolvency’ and the News Analysis

Various parties will usually have an interest in a construction project, eg tenants of individual units in a shopping centre development, or purchasers of leases of particular floors in an office building. The contractors and consultants involved in the project may agree to provide separate collateral warranties/third-party rights to those third parties in relation to the different parts of the completed project. However, if the project was not originally intended to be split into more than one part, but later only part of the completed development is sold on, it can create difficulties in relation to existing collateral warranties that were granted in respect of the whole of the site, and raises questions as to whether a purchaser can take an assignment of only part of a collateral

In conducting our research we have focussed on the civil claims that might exist but we have also considered civil claims by the National Crime Agency (NCA) (or Serious Fraud Office (SFO)) just in case as well as blackmail in the criminal context. A civil claim can be pursued in restitution for wrongful acts, which would include criminal acts see Practice Note: Restitution for wrongful acts. As indicated in that Practice Note, this tends to be the more common form of civil claim for underlying wrongful acts than pursuing a claim in unjust enrichment (where it would be necessary to establish all the elements of a claim in

You may find useful Practice Note: Negligence—breach of statutory duty which considers when it might be possible to bring a claim in negligence for breach of a statutory duty, including the nature of the liability, the tests to apply in determining whether or not such liability arises, the standard of liability and defences thereto. Commencing an action for breach of statutory duty If the statute expressly provides for a claim in damages, the position will normally be straightforward. Whether a claim will be available if there is no such provision is said to depend upon

There are three options for an emerging neighbourhood development plan (NDP) to be challenged by way of judicial review which are set out in Challenging an NDP in Practice Note: Neighbourhood planning—independent examination and referendum. Sections 3 and 61N of Town and Country Planning Act 1990 (TCPA 1990) allows an emerging NDP to be challenged in relation to the decisions of the Local Planning Authority (LPA) relating to the holding of a referendum

The matters set out below deal only with the principle of bringing multiple claims in one set of proceedings from a CPR perspective—it does not address claims under section 423 of the Insolvency Act 1986 (IA 1986) which are outside the scope of the Dispute Resolution module. CPR 7.3 states: 'A claimant may use a single claim form to start all claims

In answering this Q&A, we have limited our research to cover the National Lottery or another lottery with a gambling licence rather than a prize promotion. The Gambling Act 2005 (GA 2005) came into force in 2007 and regulates commercial gambling in the UK. Camelot currently hold the gambling licence to run the National Lottery and are therefore subject to the provisions of the GA 2005 and also the UK Code of Broadcast Advertising (BCAP Code). The

It may be possible to certify a digital copy of a document, but the process and acceptability of any such certified copy are likely to depend on: • the specific requirements of the body or organisation requesting the certification • the nature of the document, the digital copy of which is being certified • whether the person certifying is able to satisfy

STOP PRESS: On 16 May 2018 in the case of Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24, the Supreme Court unanimously held that licence fee payments under a licence agreement containing a ‘no oral modification’ clause could not be varied by oral agreement between representatives of the licensor and licensee. The decision has been described as giving real meaning and support to no oral modification clauses within contracts. The guidance below should now be read subject to this recent Supreme Court case. In addition see: LNB News 16/05/2018 112. Summary The short answer is that, in general, a written amendment agreement is not needed to change the terms of a facility agreement, although there must be a legally binding agreement (whether oral, in an informal written document or by conduct) to vary the facility agreement. In the context of banking and finance, the most common variations are likely to be to the time

Generally, an enforceable contract can only be terminated in accordance with the terms of the agreement. This is because the necessary elements of a contract have been satisfied to give the contract legal effect. For more information on the elements to form a legally binding and enforceable contract, see Practice Notes: • Forming enforceable contracts—offer • Forming enforceable contracts—acceptance • Forming enforceable contracts—consideration • Forming enforceable contracts—intention to create legal relations • Forming enforceable contracts—certainty • Forming enforceable contracts—capacity In relation to business to business contracts specifically, once a contract is in force, it is only capable of being terminated in accordance with its terms. For more information, see: • Practice Note: Terminating commercial contracts • Practice Note: Termination and expiry of contracts • Contract termination—checklist • Drafting and negotiating term and termination clauses—checklist Where a party wishes to terminate a contract during its term, it will be necessary to