In this month’s podcast we review a case about directors’ interests and conflicts; summarise the FCA’s proposals for significantly overhauling the UK’s listed company regime; and highlight changes to certain key exemptions from the financial promotion prohibition.

In this month’s podcast we consider whether a document is valid if it has been executed on behalf of a company in the wrong place and by non-statutory directors; explain why an assignment signed on behalf of an individual by their attorney was not valid; and summarise the Government’s review of the national security regime for intervening in transactions.

In this month’s podcast we summarise the changes to be introduced by the new Economic Crime and Corporate Transparency Act 2023; consider the relevant decision point in relation to an unlawful preference; and explain how the Court of Appeal construed a ‘material adverse change’ warranty.

In our latest podcast episode our expert delivers key aspects of our written corporate update, including a consideration of the FCA’s new rules on authorised firms approving financial promotions by unauthorised persons, and also looks at a case involving the disputed novation of a debt between a lender and a football club.

In this month’s podcast we consider the Government’s proposals for changes to the Employee Ownership Trust regime; look at a case involving a dispute over a company’s registered name; and review the impact on AIM companies of the Government’s overhaul of the UK’s prospectus regime.

In this month’s podcast we explain how a warranty claim failed due to defects in the buyer’s notice of claim; look at another failed warranty claim, this time against a W&I insurer; and review the latest report into the operation and impact of the UK’s investment screening regime.

In this month’s podcast we consider whether a director’s removal from office was “unfairly prejudicial” conduct; highlight the rise in climate-related shareholder activism; and explain how the UK’s criminal insider dealing regime has been extended.

In this month’s podcast we consider what’s “material” in a material adverse change; explain how the court avoided requiring an LLP member to vote for their own expulsion; and report on the Government’s policy for future regulation including some proposed employment law changes.

As part of World IP Day (which is observed annually on 26 April), we spoke to three of our intellectual property (IP) specialists on what issues women face in the industry. They tell us what their experience has been like and give valuable advice to those looking to break into the industry. Meet our speakers: Catherine Ayers Georgina Bagnall  

In this episode, host Sophie Brookes provides an overview of the most impactful developments in corporate law in 2021 with a particular focus on the changes that were implemented as a result of the pandemic. In this episode: We discuss the relaxation of market practice around the requirements for witnessing documents. We provide an overview of the national security screening regime which is to be implemented on 4 January 2022. We discuss the changes that were made to the IR 35 regime in April 2021. We reflect on the temporary process for the digital stamping of documents now being made permanent.  We provide an overview of the Corporate Insolvency and Governance Act, known as CIGA, which introduced various measures to help alleviate practical and financial difficulties caused by the pandemic.  We discuss a number of cases from the past year, one of which is a good reminder that directors can only use those powers for the purposes for which they've been given.  To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness. 

In this episode, host Sophie Brookes talks us through some recently announced updates to the UK Recovery Loan Scheme, which has been extended until the 30 June 2022. Sophie also discusses a recent data breach case to explain how lesser data breaches should be assessed and treated. In this episode: We outline recently announced updates to the UK Recovery Loan Scheme, which has been extended until the 30 June 2022. We provide an example of a case where a business had been found to have made a fraudulent UK Recovery Loan claim by the new HMRC investigation team. We discuss a recent data breach case to explain how lesser data breaches should be assessed and treated. We provide an overview of the national security screening regime which is to be implemented on the 4 January 2022.

In this podcast episode, Fiona Debney is joined by Sophie Brookes to explain what happens to a business owner’s shares when they pass away. They will also discuss the more complex situation whereby the deceased owner is the sole shareholder-director and therefore the only stakeholder in the organisation. To find out more about the series, please visit https://gateleyplc.com/podcast/. From there, you can subscribe for all updates, meet our speakers, and get more information on all of the topics being discussed.

In the latest episode from our Talking Business Podcast, host Sophie Brookes discusses some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget. We provide an overview of some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget. We look at a case that highlights the significant financial costs for a company that fails to take adequate procedures to prevent bribery.  We review a case that relates to a financial cap on the seller's liability in a share sale agreement. We consider a decision that found that a seller had breached the relevant warranties in a sale agreement.  To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness. 

In this episode, host Sophie Brookes and senior associate Zum Mohammed discuss Non-Disclosure agreements (NDAs). They consider the benefits of having a non-disclosure agreement in place when selling a business and highlight the key points you need to consider as a seller when preparing your NDA. In this episode: They discuss why Non-Disclosure agreements (NDAs) are significant. They provide an overview of how NDAs are used in a sale process. They outline the key points you need to consider as a seller. They provide an overview of what to be aware of as a buyer. They outline how long NDAs last. They discuss the consequences of breaching confidentiality obligations. To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness. 

In this month’s update, host Sophie Brookes talks us through some changes proposed in the Government’s policy paper aimed at reducing red tape post-Brexit as well as some more immediate changes to the rules on winding-up petitions in the wake of the coronavirus pandemic. Sophie also discusses two recent cases which considered whether a company’s directors had breached their duties by issuing shares to defeat resolutions at a general meeting and whether increasing the pre-default interest rate in a loan agreement by 400% post-default was an unenforceable penalty. To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness. From there, you can subscribe for all updates, meet our speakers and get more information on all of the topics being discussed.

In this episode host, Sophie Brookes, talks to solicitor Imogen Cox about share buybacks. Imogen gives an overview of the statutory rules that must be followed to prevent a buyback from being void, she also provides useful guidance on how a defective buyback might be fixed. In this episode: We outline the various aspects of the share buyback process. We outline the reasons a company might decide to buy back shares. We provide an overview of the statutory rules that must be followed during the share buyback process. We discuss the key requirements businesses need to consider when buying shares back from an individual shareholder. We outline the consequences businesses face if they do not follow the statutory rules when buying back shares. We provide some suggestions for how a business can fix a defective buyback. To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness.

In this month’s round up of recent developments, host Sophie Brookes explains the digital process for stamping documents, such as stock transfer forms, and also examines the latest guidance about how the Government will exercise its new powers to intervene in transactions on the grounds of national security. She also tells a cautionary tale of a case in which a director was held personally liable for auction bids he placed on behalf of his company and explains the limits placed on a party exercising a contractual discretion. https://gateleyplc.com/podcast/talking-business/ 

In this episode, host Sophie Brookes provides an update on the latest developments in corporate law. Topics that are covered include the extent of the duties owed by a director after they have resigned, the rules for determining who is the contracting party and (yet another!) case where a buyer’s notice of warranty claim fell short of the relevant contractual requirements. In this episode: We explain how the conduct of directors of dissolved companies will come under greater scrutiny. We review a case where a buyer’s notice of warranty claim fell short of the relevant contractual requirements. We consider the rules for determining who is the contracting party in a case involving a missing Ferrari gearbox.

In our latest podcast episode, host, Sophie Brookes is joined by Rachel Dean to define employee ownership trusts (EOTs) and outline the key benefits and risks associated with selling to an EOT. In this episode: We define employee ownership trusts. We outline the benefits of employee ownership. We discuss how a sale to an employee ownership trust is funded. We outline the advantages of selling to an EOT. We outline the qualifying conditions which must be met to benefit from the associated tax relief. We discuss what happens if there is a disqualifying event.

In this episode, host Sophie Brookes explains some recent changes to company procedures as certain Covid-19 temporary measures come to an end and explains how the UK’s financial services regime is beginning to diverge from the EU post-Brexit. In this episode: We look at the temporary measures that were introduced during the COVID-19 pandemic, and outline what's going to happen with those going forward; We outline the new process of stamping stock transfer forms via email; We discuss whether it is possible for a company to validly hold a general meeting on an entirely virtual basis now that the emergency provisions allowing this have expired; We explore the new restructuring plan which is now a permanent measure; We provide an overview of key post-Brexit changes including the Financial Services Act.

In this episode, host Sophie Brookes and corporate partner Paul Cliff discuss the Government’s new powers to intervene in transactions on the grounds of national security. They consider the impact the new regime is likely to have on UK transactions and explain how, although the new powers are not yet in force, current transactions are affected and could face being called in for review. In this episode: We provide an overview of the new Government's powers to intervene in transactions on the grounds of national security; We outline how the regime is going to operate; We define the first of the three elements to the regime; the mandatory notification regime and outline when this is going to apply; We look at how the mandatory notification regime is going to affect transactions in practice; We outline the sanctions companies face if they complete a transaction in a sensitive sector without getting clearance first; We define the second of the three elements to the regime; the voluntary notification regime and outline when a buyer should make a voluntary notification; We define the third element of the regime, the call-in powers, and outline how this will work; We look at what the practical implications are going to be for UK transactions once the regime is in force.

In this episode, Sophie Brookes discusses the practical implications of four recent cases. She explains what happens when someone asks to inspect a company’s register of members, considers the meaning of “fair value” and “manifest error”, and cautions against using fictitious management charges to clear inter-company balances. In this episode: We look at some recent cases and have a look at what lessons we could learn from those and what it might mean for you in practice; We explain what happens when someone asks to inspect a company’s register of members; We outline the rules around inspection rights; We outline the consequences a company and its directors face if they refuse inspection of a record when they should have allowed it; We consider the meaning of “fair value” and “manifest error”; We consider cautions against using fictitious management charges to clear inter-company balances.

In this episode, host Sophie Brookes is joined by legal director Joanna Belmonte to answer all the key questions around signing documents remotely, including via electronic signatures. Together they will discuss the process of signing documents remotely and outline the rules which must be followed to ensure the signed document is legally binding. In this episode: We define electronic signatures; We outline what documents you need as a witness to an electronic signature; We look at whether documents that require a witness can be electronically signed;  We look at the procedures in place if  a signature is not going to be available; We outline how a company executes a deed; We outline the rules which apply to electronic signatures; We look at the rules and requirements some organizations or public bodies might have in relation to signatures;  We outline the formal signing platforms which can be used for electronic signatures; We list our top tips for dealing with remote or electronic signings.

In this episode host, Sophie Brookes provides an update on the latest developments in corporate law focusing on what changes will be coming up in 2021. Topics that will be covered in this months update include the impending changes to Companies House processes, the potential ban on corporate directors, the new rules for off-payroll workers and much more! In this episode: We look at the changes to Companies House processes that are coming into force in 2021; We discuss the ban on corporate directors which might come into force later this year; We look at the new rules for off-payroll workers; We explore the changes to non-compete clauses in service contracts in the future;  We flag the National Security and Investment Bill, which is currently working its way through the parliamentary process.