The extraordinary disruption to UK business caused by the COVID-19 lockdown has spawned much discussion about changes to existing insolvency laws to help businesses which are struggling to survive in this abnormal environment. One topic of discussion has...
Better the Devil you know? The transition from LIBOR to SONIA
It is unlikely to have escaped your attention that LIBOR, the “London interbank offered rate” which appears as a base benchmark rate in countless corporate loans, is living on borrowed time. LIBOR will disappear at the end of 2021 and most...
The due diligence and disclosure exercises are a critical part of most M&A transactions, involving the compiling and transferring of significant amounts of information about the target business and its employees. Data protection issues need to be...
The ability of the courts to deal with all aspects of family-related matters has been severely impacted by the current restrictions and lockdown. It is vital that those already in court proceedings are aware of this, but also, as we expect that it will take...
Advice and guidance for separated parents For separated parents the current lockdown is understandably problematic and the government guidance on staying at home raises questions for children who spend time across more than one home. Over the last few weeks...
Can a struggling company ever justify paying some - but not all - of its creditors?
In light of the financially fragile state some businesses are finding themselves in as result of COVID-19, we discuss in this briefing note when – if ever – payments or other benefits can be given to some creditors but not others, and when such...
1. The agreement is a simple contract under hand – how does the company execute? By an individual signing (including electronic signing) on behalf of the company, provided that the individual has express or implied authority (section 43(1)(b) of the...
What is a director’s conflict of interest? The Companies Act 2006 introduced a number of duties to which all company directors are subject. In particular, some of the statutory duties relate to conflicts of interest that directors may face in...
Bound or not? The thorny question of restrictive covenants post termination, and whether they are enforceable, frequently comes before the courts. Guest Services Worldwide Limited (“GS”) produced promotional maps for hotels. Mr Shelmerdine...
The UK People with Significant Control (PSC) regime was introduced in 2016 to enhance the transparency of ultimate (beneficial) ownership of UK companies. The goals of the register are to promote good corporate behaviour and to deter illicit activity. In...
Tenant fit out works come with a number of potential issues and pitfalls. Often the construction issues are left to the last moment and there is a mad scramble to put the correct documentation in place. In order to help you on the way we have listed our...
Cybersecurity - network and information systems regulations 2018 (NIS)
EU Directive 2016/1148 (the “Directive”) was introduced with a view to establishing a secure and consistent cyber security framework within Europe. The Network and Information Systems Regulations 2018 (the “Regulations”) subsequently...
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)...
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...
General Data Protection Regulation - what it means for processors
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 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...
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...
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.
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...
To download our corporate guide on public and private companies compared, please click on the 'briefing note' button to the left....
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...
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...
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...
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...
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...
This guide addresses some of the preliminary questions faced by new businesses considering occupying leasehold premises. This is an area where unwanted or unexpected liabilities can arise, and professional advice may be very valuable. We are experienced in...
Whether you are a prospective tenant or an ongoing tenant of commercial premises, your requirements and needs for space will change over time. Apart from sorting out the practical details such as architects and builders, a tenant should always check that any...
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...
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,...
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...
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