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...
Corporate guide: life insurance-backed cross option agreements
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...
Corporate guide: the duties and responsibilities of a company director
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...
Data Protection - General Data Protection Regulation (GDPR) Overview
Background The new European General Data Protection Regulation (the “Regulation”) is in force and will apply to EU member states from 25 May 2018, replacing the Directive 95/46/EC (“Directive”). The Regulation could have a...
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...
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 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...
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...
Selling your business: heads of terms, exclusivity and protecting confidential information
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,...
Shareholders' agreements and articles of association for founder shareholders
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...
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...
Search our site