‘The negotiations are over, the deal is done. Now it’s time to sign the contracts. But before popping the champagne corks, you’ll need to make sure that those signatures are valid. Here’s a cautionary tale of what can go wrong.’
Technology Law Update, 1st May 2015
Source: www.technology-law-blog.co.uk
In re International Game Technology plc and another [2015] EWHC 717 (Ch); [2015] WLR (D) 148
‘The court had jurisdiction under regulation 16 of the Companies (Cross-Border Mergers) Regulations 2007 (SI 2007/2974) to make an order approving a cross-border merger subject to conditions and that conditionality was merely a factor for the court to take into account in exercising its discretion unless the court was satisfied that a conditional order would be futile.’
WLR Daily, 19th March 2015
Source: www.iclr.co.uk
‘Pursuant to section 72 of the Commonhold and Leasehold Reform Act 2002, a right to manage company could not acquire the right to manage more than one self-contained building or part of a building.’
WLR Daily, 27th March 2015
Source: www.iclr.co.uk
‘The modern slavery bill now in parliament must ensure big business respects human rights in providing its goods and services worldwide, not just in the UK.’
The Guardian, 24th March 2014
Source: www.guardian.co.uk
‘The recent decision of Mr Justice Edis in DavisonSebry v Companies House and the Registrar of Companies [2015] EWHC 115 (QB) has highlighted how, in the interconnected age of the internet, the careless click of a mouse button can have incredibly far-reaching consequences and abruptly destroy the business of a successful company. The unusual facts would suggest that further cases against the Registrar (against whom judgment was entered) would be unlikely, not least because the reporting procedures are bound to be tightened up.’
Full story (PDF)
New Square Chambers, February 2015
Source: www.newsquarechambers.co.uk
Integral Petroleum SA v SCU-Finanz AG [2015] EWCA Civ 144; [2015] WLR (D) 97
‘Where a contract had been signed by only one of a company’s two joint signatories, the question of whether the company was bound by the contract was properly characterised as a question of the company’s capacity, to be governed by the law of the company’s constitution, rather than a question of the formal validity of the contract, to be governed by the law which governed the contract, pursuant to article 11 of Parliament and Council Regulation (EC) No 593/2008.’
WLR Daily, 26th February 2015
Source: www.iclr.co.uk
‘UK procedures allowing businesses to restructure in order to avoid insolvency already meet EU plans for a more ‘rescue-orientated’ approach to business failure and insolvency, according to a discussion document published by the Insolvency Service.’
OUT-LAW.com, 10th February 2015
Source: www.out-law.com
‘Cases about whether someone owes a duty of care in tort can be surprisingly difficult to decide. Kate Beattie has just posted on the Michael case here, where no duty was held to arise, despite (it appears) the police control room being told by the doomed Ms Michael that her ex-boyfriend had just told her that he was just about to “fucking kill you”. He was as good as his word, within 20 minutes, and the family now sues the police. How much more direct can you be than that? And yet the family lost 5-2 in the Supreme Court.’
UK Human Rights Blog, 8th February 2015
Source: www.ukhumanrightsblog.com
‘A non-executive director who failed to declare a conflict of interest has lost her appeal against the Financial Conduct Authority (FCA), which had fined her £154,800 and banned her from holding a regulated financial services role.’
OUT-LAW.com, 13th January 2015
Source: www.out-law.com
In re APCOA Parking Holdings GmbH and others [2014] EWHC 3849 (Ch); [2014] WLR (D) 499
‘The court had jurisdiction to sanction a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 where, pursuant to a change of law clause in a facilities agreement governing the indebtedness of the scheme companies, a change of governing law to English law had been effected, even though the parties were incorporated in another jurisdiction and had COMI in another jurisdiction. The change of law was valid even where the original choice of law was the foundation for access to the processes and provisions of the new law chosen and those processes and provisions enabled the same parties as objected to the change of law to be placed under compulsion to accept some further change in their existing contractual rights.’
WLR Daily, 19th November 2014
Source: www.iclr.co.uk
Supreme Court, 26th November 2014
‘The Legal Services Board (LSB) has attacked the “arbitrary nature” of the separate business rule used by the Solicitors Regulation Authority (SRA), and said the list of what is permitted and what is not is “confusing”.’
Legal Futures, 10th October 2014
Source: www.legalfutures.co.uk
‘This case is an interesting example of a claim for breach of confidence (both in contract and in equity) where, although liability was established, only nominal damages (£1) were awarded to the Claimant.’
RPC Privacy Law, 7th October 2014
Source: www.rpc.co.uk
‘Lexa Hilliard QC and Sarah Clarke discuss the potential ramifications of the first Court of Appeal decision in Burry & Knight Ltd V Martin John Murless Knight (2014) [2014] EWCA Civ 604 on new provisions in the Companies Act 2006 which limit access to the register of members.’
Full story (PDF)
11 Stone Buildings, July 2014
Source: www.11sb.com
‘Corporate bodies (limited companies or LLPs) have a separate legal identity that ceases to exist upon dissolution. Dissolution can occur, broadly speaking, in two ways, one is at the end of the process of winding up (whether voluntary or compulsory) and the other is by the process of striking off the Register of Companies or limited liability partnerships. The latter occurs either as a result of the company’s or LLP’s failure to file accounts, returns etc. or by a process of voluntary striking off.’
Full story (PDF)
Thirty Nine Essex Street, 7th March 2014
Source: www.39essex.com
‘In Registrar of Companies v Angela Swarbrick, Maurice Moses and Craig Lewis (as Joint Administrators of Gardenprime Limited) [2014] EWHC 1466 (Ch), the High Court provides guidance on the provisions of the Companies Act 2006 which permit the removal of unnecessary material on the Register of Companies and clarifies the extent of the Court’s jurisdiction to control the Registrar of Companies’ functions in this regard. Sarah Clarke explains a decision which is likely to expand the circumstances in which the Registrar will agree to remove material.’
11 Stone Buildings, May 2014
Source: www.11sb.com
‘Companies seeking to recover large sums through the civil courts could be charged up to £20,000 in fees under proposals put forward by the Ministry of Justice (MoJ).’
OUT-LAW.com, 6th December 2013
Source: www.out-law.com
“Fines handed to companies convicted of fraud or other financial crimes should be calculated as a percentage of turnover, rather than with reference to the amount of financial harm caused, a committee of MPs has said.”
OUT-LAW.com, 13th November 2013
Source: www.out-law.com
“Details of who really owns and controls UK companies will be made publicly accessible, the Prime Minister announced at the Open Government Partnership summit.”
BIS and Prime Minister’s Office, 31st October 2013
Source: www.gov.uk/government/organisations/department-for-business-innovation-skills
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