Corporate

10 02, 2025

Experts gone wrong

By |2025-02-10T13:49:53+00:00February 10th, 2025|Corporate|

Experts gone wrong In contracts, it is not uncommon to include a dispute resolution mechanism in order to deal with any issues between the parties, particularly if a long relationship is envisaged. These usually provide for a staged process, escalating disputes up to the management of both parties for resolution, failing which either party can refer the matter to an [...]

3 02, 2025

Unfair Prejudice?

By |2025-02-03T11:25:32+00:00February 3rd, 2025|Corporate|

Unfair Prejudice? In the absence of any recourse under the articles of association or any shareholders’ agreement, aggrieved shareholders are often reminded of their rights under s.994 of the Companies Act 2006 to apply to the court for relief if they suffer unfair prejudice. The court has wide powers and the potential respondents, while usually the other shareholders, could include [...]

15 01, 2025

What did you call me?  The implications of being a de facto director

By |2025-01-20T12:16:44+00:00January 15th, 2025|Corporate|

What did you call me?  The implications of being a de facto director Firstly, what is a de facto director?  In Re Hydrodam (Corby) Ltd [1994] 2 BCLC 180, Millett J said: "A de facto director is a person who assumes to act as a director. He is held out as a director by the company, and claims and purports to [...]

19 12, 2024

Sole Director Resolutions: High Court rulings and implications

By |2024-12-23T08:52:33+00:00December 19th, 2024|Corporate|

Since Re Active Wear Ltd [2022] EWHC 2340 (Ch) challenged the decision in Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch)  (also known as Re Fore Fitness Investments Holdings Ltd), the general consensus has been that, where a company has adopted unamended model articles, Model Article 11(2) does not have the effect of requiring the company to have more than one [...]

25 11, 2024

Share buybacks – what does fully paid mean?

By |2024-11-25T13:05:11+00:00November 25th, 2024|Corporate|

Under s.691(1) of the Companies Act 2006, a limited company may not purchase its own shares unless they are fully paid. But does this extend to the premium or does it only apply to the nominal value of the shares to be repurchased? What does fully paid mean? In the absence of any clarification in the Companies Act 2006 as [...]

23 10, 2024

What is a material adverse effect?

By |2024-10-23T09:54:53+01:00October 23rd, 2024|Corporate|

Solicitors frequently use the term “material adverse effect” but what does it mean? In BM Brazil I Fundo De Investimento Em Participacoes Multistrategia v Sibanye BM Brazil (Pty) Ltd [2024] EWHC 2566 this was considered by the High Court in relation to a no material adverse effects condition in the share purchase agreements governing the transaction. The High Court considered whether the [...]

22 07, 2024

Fujifilm and Konica to establish a joint venture company

By |2024-07-22T15:39:07+01:00July 22nd, 2024|Corporate, Services|

FUJIFILM Business Innovation Corp. (Fujifilm) and Konica Minolta, Inc. (Konica) have agreed to establish a joint venture company to co-ordinate the procurement of raw materials and parts by signing a shareholders’ agreement on the 8 July to form a strategic alliance in the printer segment. Such an alliance would seek to leverage both parties’ extensive supplier networks to strengthen their [...]

15 07, 2024

Directors’ duties

By |2024-07-15T15:55:54+01:00July 15th, 2024|Corporate, Services|

Directors owe seven general statutory duties under the Companies Act 2006 (Act).  What happens when these duties have not been complied with? These duties are: act within the powers of the company’s constitution promote the success of the company exercise independent judgement exercise reasonable care, skill and diligence avoid conflicts of interest not accept benefits from third parties to declare [...]

25 06, 2024

What happens when you are left with a sole corporate director?

By |2024-06-25T11:22:47+01:00June 25th, 2024|Corporate, Services|

Section 155 of the Companies Act 2006 (Act) provides that a company must have at least one director who is a natural person.  But imagine a limited company with only two directors, one being a natural person and one being a corporate director.  What happens when the 'natural person' has resigned as a director, or died and you are left [...]

18 06, 2024

It pays to take notice of the small details

By |2024-06-18T15:57:22+01:00June 18th, 2024|Corporate|

In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477, the Court of Appeal held that the High Court had erred in finding that a buyer's notice of a warranty claim under a share purchase agreement was insufficient because it had failed to state in reasonable detail the amount claimed and the buyer's calculation [...]

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