Reinforcing the Veil – Defending Cases Where the Corporate Veil is Threatened – Drystone Chambers

Posted December 8th, 2017 in company directors, company law, confiscation, news, Supreme Court by sally

‘“The corporate veil” is a much discussed, but much misunderstood phrase. When Lord Halsbury LC stated in Salomon v A Salomon and Co Ltd [1897] AC 22 that a limited liability company was to be viewed ‘like any other independent person with its rights and liabilities appropriate to itself’ he imbedded in law the idea of corporations having a separate legal identity from their directors. That principle is agreed. What has been in dispute, and is still uncertain to a degree, is when that separation can be made. ‘

Full Story

Drystone Chambers, 4th December 2017


Interpretation of Article 24(2) Brussels Recast – Jurisdiction and Conflict of Laws

‘In its recent decision in Koza Ltd v Akcil [2017] EWCA Civ 1609, the Court of Appeal interpreted the scope of Article 24 (2) Brussels I Recast, which governs exclusive jurisdiction “in proceedings which have as their object the validity of the constitution, the nullity or dissolution of companies or other legal persons or associations of natural or legal persons, or the validity of the decisions of their organs, the courts of the Member State in which the company, legal person or association has its seat”.’

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Jurisdiction and Conflict of Laws, 10th November 2017


Unintentionally wide non-compete clause: A warning from the Court of Appeal in Egon Zehnder Ltd v Tillman – Cloisters

Posted October 20th, 2017 in company law, competition, covenants, interpretation, news by sally

‘Having previously blogged on this case (see here for that blog on Egon Zehnder Ltd v Tillman [2017] EWHC 1278 (Ch)), Jacques Algazy QC and Nathaniel Caiden consider the repercussions of the Court of Appeal judgment in Tillman v Egon Zehnder Ltd [2017] EWCA Civ 1054.’

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Cloisters, 12th October 2017


UK government pushes for compliance with Modern Slavery Act –

‘The UK government has amended its guidance over how companies and other organisations should show they have taken steps to ensure modern slavery is not taking place in their business and supply chains.’

Full Story, 9th October 2017


World-leading package of corporate governance reforms announced to increase boardroom accountability and enhance trust in business – Department for Business, Energy & Industrial Strategy

Posted August 29th, 2017 in bills, company directors, company law, press releases, remuneration by tracey

‘Business Secretary Greg Clark has set out the government’s corporate governance reforms to enhance the public’s trust in business.’

Full press release


Government attacked over new laws on excessive ‘fat cat’ pay – The Independent

Posted August 29th, 2017 in company directors, company law, news, remuneration by tracey

‘Critics rounded on the Government today as it published the full detail of new laws aimed at cracking down on excessive boardroom pay.’

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The Independent, 29th August 2017


Regulations broaden financial sanctions reporting obligation –

‘New UK regulations have been published that significantly extend the duty to report financial sanctions breaches. Previously only banks, financial institutions, certain EEA credit institutions, and currency exchange businesses were obliged to report, but the duty now applies to a far broader range of professions and sectors.’

Full Story, 14th August 2017


Supreme Court clarifies test for imposing conditions on grant of permission to appeal –

Posted August 7th, 2017 in appeals, company law, news, shareholders, Supreme Court, third parties by sally

‘A recent decision by the Supreme Court has clarified the circumstances in which the court will be able to impose a financial requirement as a condition of the grant of permission to appeal, an expert has said.’

Full Story, 4th August 2017


New corporate criminal offences of failure to prevent tax evasion effective from 30 September –

Posted July 13th, 2017 in company law, crime, news, partnerships, regulations, tax evasion by tracey

‘Legislation that provides for new corporate criminal offences of failure to prevent tax evasion will have effect from 30 September this year, it has been confirmed.’

Full Story, 13th July 2017


The Highs and Lows of the UK’s Business and Human Rights Laws – Rightsinfo

‘Today marks 6 years since the UN Human Rights Council adopted the Guiding Principles on Business and Human Rights. To celebrate, we are looking at three fantastic things the UK has done to ensure that businesses respect human rights, and two areas where it could vastly improve.’

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Rightsinfo, 16th June 2017


Children’s Investment Fund Foundation (UK) v Attorney General and others – WLR Daily

Posted June 15th, 2017 in charities, company law, law reports by sally

Children’s Investment Fund Foundation (UK) v Attorney General and others [2017] EWHC 1379 (Ch)

‘The claimant was a substantial English registered charity and a company limited by guarantee without a share capital. It was founded by the second and third defendants, who were two of its trustees and, along with L, its only members. As a result of the breakdown in the relationship between the second and third defendants it was agreed that the third defendant would resign as a member and trustee of the claimant and that she would found another registered charity, also a company limited by guarantee without a share capital. If the payment of the grant was a “payment for loss of office to a director” of the claimant for the purposes section 215 of the Companies Act 2006, it would, by section 217, prima facie require to be sanctioned by a resolution of the claimant’s members before it could be paid.’

WLR Daily, 9th June 2017


Calling time – Counsel

Posted June 9th, 2017 in company law, courts, jurisdiction, limitations, news, time limits by sally

‘The law on limitation directions – a useful tool for junior litigators attempting to restore companies to the register – has finally been anchored down by the courts. Ben Harding reports on the practical effect.’

Full Story

Counsel, June 2017


Employees, Directors & the Futures Path of Corporate Governance Reform – Littleton Chambers

‘Shortly before the calling of a General Election the Business and Enterprise Select Committee of the House of Commons published a report on corporate governance. As the report’s reception and subsequent comment have made clear, whatever the outcome of the election the framework set by the report is likely to determine the direction of future corporate governance reform.’

Full story

Littleton Chambers, 9th May 2017


‘Failure to prevent’ offences on course for September as legislation clears parliament –

Posted May 2nd, 2017 in company law, crime prevention, legislation, news, tax evasion by sally

‘New corporate criminal offences of failing to prevent the facilitation of tax evasion are on course to be introduced in September as planned following the passage of the underlying legislation through parliament.’

Full story, 28th April 2017


Elim Court RTM v Avon Freeholds Ltd [2014] UKUT 0397 – Tanfield Chambers

Posted April 7th, 2017 in company law, landlord & tenant, leases, news, service by sally

‘In 5 conjoined appeals the Court of Appeal considered whether there had been a failure to comply with the statutory procedural provisions and the consequences thereof.’

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Tanfield Chambers, 27th March 2017


Is CSR making a move from ‘soft law’ to ‘hard law’? – Six Pump Court

Posted April 6th, 2017 in company law, foreign jurisdictions, legislation, news by sally

‘In a bold and unprecedented move that is set to cause a ripple through the top ranks of the corporate world, the French Parliament has recently passed a law to shift what is broadly termed ‘corporate social responsibility’ onto a firm legislative footing. Although it has increased significantly in currency in recent years, with most major companies having some kind of initiative in place, CSR has remained resolutely a voluntary activity, a commitment for companies to sign up to and report on should they so wish; a moral endeavour rather than a legal obligation. ‘

Full story (PDF)

Six Pump Court, 3rd April 2017


Challenges Arising from Brexit – Henderson Chambers

‘In the light of Brexit, uncertain times lie ahead! How can small businesses cope with the challenges which the withdrawal of the United Kingdom from the European Union will necessarily entail and with the uncertainty that will persist so long as no concluded agreement(s) has/have been struck between the British Government and its EU counterparts.’

Full story

Henderson Chambers, 5th April 2017


Serious Fraud Office boss warns big names to play ball – or else – The Guardian

‘David Green, the director of the Serious Fraud Office, has warned that British businesses should not consider deferred prosecution agreements (DPAs) the “new normal” if they are caught misbehaving.’

Full story

The Guardian, 2nd April 2017


‘Broad consensus’ that corporate crime laws need changing, says expert, as consultation begins –

Posted January 20th, 2017 in bills, company law, consultations, criminal responsibility, news, tax evasion by sally

‘A consultation on the need for changes to corporate crime laws should be welcomed, although there is already “broad consensus” that the current rules do not work, an expert has said.’

Full story, 19th January 2017


Lawyers divided on new white-collar crime offences – Law Society’s Gazette

‘US-style ‘vicarious liability’ and new ‘failure to prevent’ offences are under consideration in long-awaited government proposals to reform the law on corporate criminal liability published today. Initial reaction from corporate crime specialists was divided, with some lawyers seeing the proposals as a climb-down while others described them as a new burden on business.’

Full story

Law Society’s Gazette, 13th January 2017