Tax issues for UK holding companies – OUT-LAW.com
‘This guide considers the tax implications of using a UK holding company to hold shares in other UK or overseas companies.’
OUT-LAW.com, 9th August 2024
Source: www.pinsentmasons.com
Category: shareholders
Investor personhood: the case against paternalism and welfarism in corporate law – Journal of Corporate Law Studies
‘Equity investment is seen in both dominant and critical corporate law literature as a passive act that carries exclusively instrumental value. This conceptualisation legitimises shareholder paternalism in current UK law and provides support for stakeholder welfarism reforms. Engaging with cogent emerging evidence on the preferences, motivation, and behaviour of contemporary individual investors, we demonstrate that, for the majority of them, equity investment is increasingly experienced as a choice instantiating their personhood, identity, and moral agency, and thus carrying inherent value. Drawing on Hayek’s epistemology, we propose a novel interpretation of Rawls’s theory of justice, and argue that freedom to own productive property must be included in the list of basic liberties under Rawls’s first principle of justice. Therefore, corporate law cannot continue imposing paternalistic restrictions on the configurations of shareholder rights that investors may rationally choose from, and pleas for stakeholder welfarism within corporate law must be rejected.’
Journal of Corporate Law Studies, 18th July 2024
Source: www.tandfonline.com
Fight the Power: Court of Appeal on share sale notices – David Lascelles & Alexander Bryant – Littleton Chambers
‘A contractual notice of claim for breach of warranty under an SPA set out a legally flawed measure of loss. The Particulars of Claim follow suit. Can the Particulars then be amended to plead the correct measure? Or is the deficient notice fatal to the whole claim?’
Littleton Chambers, 24th May 2024
Source: littletonchambers.com
Greenwashing: Where are we now? – Mills & Reeve
‘Organisations are feeling the pressure more than ever to offer sustainable and environmentally conscious products and services to consumers. However, with the push to appear more eco-friendly comes the risk of over-exaggerating or misleading others with statements about green credentials.’
Mills & Reeve, 16th May 2024
Source: www.mills-reeve.com
The Pursuit of Corporate Accountability: Climate Change Litigation and the Use of Shareholder Derivative Actions – Cambridge Law Journal
‘ClientTEarth v Shell [2023] EWHC 1897 (Ch) is the first attempt to use the statutory shareholder derivative action (Part 11 Chapter 1 of the Companies Act 2006 (CA 2006)) to hold directors liable for breach of directors’ duties for issues related to climate change. A derivative action can be used by shareholders in limited circumstances to bring an action of recourse on behalf of the company. Derivative actions are typically used to protect minority shareholders. Therefore, its use in ClientEarth v Shell is of interest, especially considering the ongoing discussion on the role and purpose of business in society. Although company law has primarily focused on profits, the more modern view is that companies should exist for profit, public interests and societal goals (See British Academy, Reforming Business for the 21 st Century: A Framework for the Future of the Corporation). The ClientEarth case confirms and clarifies situations in which a claimant may obtain permission to continue a claim; and when an absolute liability may be imposed on directors for a climate change-related breach of director’s duty in shareholder derivative claims. It raises questions around the prospects of success for future claimants due to the difficulty in establishing sufficient legal merit; and the relationship between stage one and stage two of the statutory regime.’
Cambridge Law Journal, 3rd April 2024
Source: www.cambridge.org
The Pursuit of Corporate Accountability: Climate Change Litigation and the Use of Shareholder Derivative Actions – The Cambridge Law Journal
‘ClientEarth v Shell [2023] EWHC 1897 (Ch) is the first attempt to use the statutory shareholder derivative action (Part 11 Chapter 1 of the Companies Act 2006 (CA 2006)) to hold directors liable for breach of directors’ duties for issues related to climate change. A derivative action can be used by shareholders in limited circumstances to bring an action of recourse on behalf of the company. Derivative actions are typically used to protect minority shareholders. Therefore, its use in ClientEarth v Shell is of interest, especially considering the ongoing discussion on the role and purpose of business in society. Although company law has primarily focused on profits, the more modern view is that companies should exist for profit, public interests and societal goals (See British Academy, Reforming Business for the 21 st Century: A Framework for the Future of the Corporation). The ClientEarth case confirms and clarifies situations in which a claimant may obtain permission to continue a claim; and when an absolute liability may be imposed on directors for a climate change-related breach of director’s duty in shareholder derivative claims. It raises questions around the prospects of success for future claimants due to the difficulty in establishing sufficient legal merit; and the relationship between stage one and stage two of the statutory regime.’
The Cambridge Law Journal, 3rd April 2024
Source: www.cambridge.org
UK appeal court dismisses £1.3m award over share purchase agreement wording – OUT-LAW.com
‘A Court of Appeal ruling that overturned a £1.31 million damages award for breach of a share purchase agreement (SPA) demonstrates the importance of careful interpretation of SPA drafting in order to correctly notify and plead breach of warranty claims, according to one legal expert.’
OUT-LAW.com, 14th November 2023
Source: www.pinsentmasons.com
A practical guide to unfair prejudice petitions – St John’s Chambers
‘This guide provides an overview of the principles relating to unfair prejudice petitions. It is not legal advice and should not be relied upon as such. Businesses and individuals should seek bespoke legal advice in respect of their particular positions. This guide is an updated version of a similar guide published in 2019.’
St John's Chambers, 3rd July 2023
Source: www.stjohnschambers.co.uk
Environmental Law News Update – Six Pump Court
‘Following judgment on 24 July, the High Court, in an oral hearing, confirmed its decision on papers that ClientEarth, a non-profit environmental law organisation, with a minority shareholding in Shell Plc, a multinational oil and gas company, failed to establish a prima facie case in its derivative claim against Shell’s Directors regarding the company’s climate change risk management strategy.’
Six Pump Court, 31st July 2023
Source: 6pumpcourt.co.uk
UK watchdog plans to shake up stock listing rules – BBC News
‘The UK’s financial watchdog has announced plans to shake up its rules in a bid to attract more companies to list shares on UK stock markets.’
BBC News, 3rd May 2023
Source: www.bbc.co.uk
Watchdog to block shareholder payouts if UK water companies miss targets – The Guardian
‘The UK water regulator is to use new powers to block companies from shareholder payouts if they fail to hit performance and environmental targets.’
The Guardian, 20th March 2023
Source: www.theguardian.com
English law can accommodate blockchain share-dealing – Law Society’s Gazette
‘Requirements under the Companies Act are not necessarily a barrier to company shares being held and traded on a blockchain of encrypted digital code, according to a government-backed panel of experts. In its latest statement of the law relating to innovations in the crypto economy, the UK Jurisdiction Taskforce concludes that English law is well equipped to deal with digital securities such as bonds and shares.’
Law Society's Gazette, 22nd February 2023
Source: www.lawgazette.co.uk
Company Law: What happens on the death of a shareholder? – Bloomsbury Professional Law Online Blog
‘According to the office of national statistics, sole proprietor businesses and partnerships are decreasing and the use of private limited companies is increasing. 72.5% of total UK businesses are either private or public limited companies – London remains the region with the largest number of such businesses with 19.2% of the UK total.’
Bloomsbury Professional Law Online Blog, 4th August 2021
Source: law.bloomsburyprofessional.com
Tardy defendant allowed to fight £101m case ‘by skin of his teeth’ – Law Society’s Gazette
‘A civil defendant who waited three months to challenge a default judgment worth £101m has been given another chance to fight the claim.’
Law Society's Gazette, 13th July 2021
Source: www.lawgazette.co.uk
Retaining shares following litigation did not trigger DBA payment – Litigation Futures
‘A client who retained shares as part of a settlement but did not recover anything from the other party was not liable to pay his solicitors anything under a damages-based agreement (DBA), the High Court has ruled.’
Litigation Futures, 4th May 2021
Source: www.litigationfutures.com
UK company law change could make section 172 fit for purpose – OUT-LAW.com
‘A relatively small change to section 172 of the UK’s Companies Act 2006 could have a transformative impact on company law, directors’ duties, corporate governance, businesses and, ultimately, the economy, society, and the environment.’
OUT-LAW.com, 20th April 2021
Source: www.pinsentmasons.com
FCA warning over ‘risky’ TikTok trading tips – BBC News
‘TikTok creators have been offering “risky” trading tips in the wake of the GameStop shares frenzy, a UK regulator has warned. The Financial Conduct Authority (FCA) said people should be wary of users “promising high-return investments”.’
BBC News, 7th February 2021
Source: www.bbc.co.uk
Court of Appeal Considers ‘Lost Years’ Claims in Head v The Culver Heating Co Ltd – Ropewalk Chambers
‘In a judgment handed down on 18 January 2021 in Head v The Culver Heating Co Ltd [2021] EWCA Civ 34, the Court of Appeal unanimously allowed an appeal against the decision of HHJ Melissa Clarke dismissing the Claimant’s “lost years” claim. The judge had dismissed the claim on the basis that the Claimant’s income derived from his successful family business, the profitability of which would continue after his death such that there was no loss. In the Court of Appeal, however, Bean LJ (with whom Males and Andrews LJJ agreed) held that the Claimant’s income was the product of his hard work and flair as opposed to a return on passive investment, such that it should be treated as earnings rather than investment income and was thus recoverable in the “lost years” claim.’
Ropewalk Chambers, 19th January 2021
Source: www.ropewalk.co.uk
Case Comment: Sevilleja v Marex Financial Ltd [2020] UKSC 31 – UKSC Blog
‘In this case comment, David Bridge and Jessica Foley, both solicitor-advocates within the CMS litigation & arbitration team, comment on the decision handed down by the UK Supreme Court earlier this summer in the matter of Sevilleja v Marex Financial Ltd [2020] UKSC 31, which concerned whether the rule against reflective loss bars creditors of a company from claiming directly against a third party for asset-stripping the company.’
UKSC Blog, 4th September 2020
Source: ukscblog.com
Macquarie Global Infrastructure Funds 2 Sarl v Rodino – Blackstone Chambers
‘The Commercial Court (Jacobs J) has dismissed applications to dispute the English Court’s jurisdiction in respect of claims for damages and declarations of non-liability in respect of proceedings brought by the Defendants in Luxembourg claiming damages in excess of €68 million. The decision illustrates the English Court’s commercially-minded approach to the construction of exclusive jurisdiction clauses and to the provisions of the Brussels I Recast Regulation that confer priority on courts seised under those clauses.
Blackstone Chambers, 6th August 2020
Source: www.blackstonechambers.com
