Briefing Notes

This briefing note is designed to give some practical guidance to non-executive directors of UK private companies. Traditionally, non-executive directors have been appointed to the boards of UK public companies.  Their role is typically supervisory and...

Easements which have not been properly investigated or understood have the capacity to sterilise development of land.  This note explains briefly what easements are, examines why they might be important to a developer and considers what can be done...

The Commercial Agents (Council Directive) Regulations 1993 The Regulations implement the European Community Directive on self-employed commercial agents. They impose significant obligations on principals concerning commission, minimum termination notices,...

The Consumer Rights Act 2015 applies to contracts with consumers for the sale of goods, digital content and services concluded on or after 1 October 2015. In this briefing note, we highlight some of the key features of the Act. Summary The Act consists of...

Many privately-owned companies with a small number of founder or other significant shareholders put in place a shareholders agreement and dovetailed articles of association. These help to ensure that the company is run in an orderly manner and the rights of...

    This guide provides directors of UK incorporated companies with a general overview of the statutory and other duties and obligations which should be complied with in that role. Additional duties will be applicable to directors of listed...

Background The Privacy and Electronic Communications (EC Directive) Regulations 2003 (“Regulations”) implemented the provisions of Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic...

Before the introduction of the statutory duties in the Companies Act 2006 (the “Act”), directors' general duties were based in common law; that is to say that they were developed by the courts through case law.  These common law duties...

If a company is insolvent or in danger of becoming insolvent, it is essential that directors are aware of the duties they owe to creditors, and of the things they should and should not do. It is important to note that, in certain circumstances, personal...

Your prospective buyer or investor will want to ensure that the target business which they are looking to buy or invest in is worth the price they are proposing to pay.  In addition to financial, commercial and tax due diligence, it is therefore likely...

It is easy to underestimate the role of the company secretary.  Whilst not having the range of responsibilities and duties of directors, a company secretary, as chief administrative officer, has important tasks delegated to him or her and may be liable...

The European General Data Protection Regulation (the “Regulation”) came into force on 25 May 2018, replacing Directive 95/46/EC (the “Directive”).  The Data Protection Act 2018 (“DPA 2018”) supplements the Regulation...

The European General Data Protection Regulation (the “Regulation”) came into force in all EU Member States on 25 May 2018, replacing the Directive 95/46/EC (the “Directive”). The Data Protection Act 2018 (“DPA 2018”)...

Unpaid suppliers of goods and suppliers of services have a statutory right to claim interest on overdue debts and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by various subsequent regulations)...

An exclusion, limitation or exemption clause in a commercial contract seeks to exclude or limit a party’s liability, or exclude or limit the other party’s rights or remedies Examples include: financial cap on overall liability and/or caps on...

Introduction Every business markets its products and services using strategies and methodologies tailored to suit its own ambitions and customer base. Marketing opportunities change constantly and now include social media, web and app sales, interactive TV...

The landscape is changing for large private companies, in terms of corporate governance and the areas that they need to report on in their annual reports. While this is likely to be familiar territory for very large private companies, our briefing note...

Commercial advantages The outsourcing of essential functions within a business can often provide real benefits, both operationally and financially. Outsourced services and functions are diverse: payroll, billing, IT support, call centres, mailroom services,...

The EU’s first Payment Services Directive (PSD1) was introduced in 2009 to harmonise payment services regulation across the EU; whilst also increasing market competition by imposing transparency and conduct of business requirements on payment service...

General information requirements for companies UK companies and LLPs must include on their websites, electronic and other business letters (including emails) and order forms the following details: their full registered name; their registered number; ...

To download our corporate guide on public and private companies compared, please click on the 'briefing note' button to the left....

Large companies and large LLPs are now required to report on their payment practices and policies for financial years beginning on or after 6 April 2017.

If you are looking to buy or sell a business carried on by a company there are two common sale structures: the company can either sell its business and assets (asset sale) or the shareholders can sell the shares in the company (share sale). Both structures...

Once you start negotiating a sale and before you give the buyer access to information and launch full scale into the sale process you should first consider entering into heads of terms and ensure that you have protected confidential confirmation. If, having...

Pre-sale planning and preparation is an important step when contemplating a sale. Ultimately it can increase the price you achieve, save time and cost when the sale process commences and avoid the risk of an aborted sale. If, having considered this guide,...

Many privately-owned companies with a small number of founder or other significant shareholders put in place a shareholders’ agreement and dovetailed articles of association. This guide considers the main reasons for this and provides a checklist of...

Sponsorship is a popular method of marketing a product or a brand and can give the sponsor greater exposure to a wider audience than the more usual advertising methods. Sponsorship can take a number of different forms – for example, an individual or...

This note is designed to assist our clients to understand the key issues the PSC register requirements present for them.  This is a complex area and each case will depend on the specific facts. What is a PSC register? Most UK incorporated companies...