New rights for trustees in the Takeover Code

The Takeover Panel has finally published its conclusions to the consultation on "pensions scheme trustee issues", undertaken between July and September 2012.

Cold comfort: how latest case law demonstrates the limitations of comfort letters

Comfort letters can be a useful tool for providing an assurance of support from a parent to a subsidiary company. In some cases they help inform the decision of the board of a subsidiary in its continuing to trade.

A new way to register security

On 6 April 2013, the process for registering corporate security at Companies House is due to change for charges created on or after that date.

Cases on guarantees demonstrate that it is important to say what you mean - part 2 of 2

In these tough economic times, guarantees are increasingly relied upon in a commercial context. Two recent cases have demonstrated the importance of using clear language in guarantee documents.

Cases on guarantees demonstrate that it is important to say what you mean - part 1 of 2

In these tough economic times, guarantees are increasingly relied upon in a commercial context. Two recent cases have demonstrated the importance of using clear language in guarantee documents.

Restrictive covenants in sale agreements: restraint of trade or legitimate protection?

Buyers of businesses are often anxious about what sellers will do after completion of a deal. Where proprietors have already built up a successful business (particularly one based largely on personal contacts) and sold it, it is clearly possible that they may want to repeat the success.

When is a warranty not a warranty?

When is a warranty not a warranty? When it's a representation.

What is keeping you awake at night? Issues and priorities for in-house counsel worldwide

Risk, compliance issues and resource constraints... just some of the key challenges facing in-house counsel worldwide, according to a new report from the World Law Group.

Limited partners fight for clarity of their rights

The law governing the liability of a limited partner, in the event that it chooses to get involved in certain management activities of an English limited partnership, has required clarifying for many years.

Tax free gains for employee shareholders

The Government has announced a new tax-effective regime under which employees can give up certain employment rights in return for shares which are exempt from tax on sale.

The FSA's views on crowdfunding

Crowdfunding is a relatively new concept and one that has generated a good deal of interest and debate. There has been even more interest and debate following the publication earlier this month of the Financial Services Authority's (FSA) views on crowdfunding.

IR35:Changes to HMRC's approach

The way HMRC deal with IR35 cases is changing.

Cape Fear: a stormy outlook for limited liability?

The Court of Appeal has unanimously held that a parent company was liable for industrial disease suffered by an employee of a former subsidiary. Unless the decision is appealed successfully to the Supreme Court, it seems likely that similar claims could be made in other cases.

Exclusivity, break fees and financial assistance: how an unenforceable agreement came 'back from the dead'

The express prohibition on private companies giving financial assistance for the acquisition of their own shares was abolished in October 2008. This long-awaited change in the law was widely welcomed by those involved in mergers, private equity investments and other company or share acquisitions.

The devil is in the detail: contractual provisions and limitations on service of notices and proceedings

A recent case has again illustrated that the courts will look very carefully at the exact wording of disputed contracts in order to enforce the bargain that the parties have made.

Earn-outs: everyone's a winner?

An earn-out is a means of ensuring that buyers do not overpay for (and sellers do not undersell) businesses that may be difficult to value upfront.

Take a closer look - an introduction to Chinese tax

What taxes must businesses pay in China? How is tax collected? What are the consequences if a business doesn't pay? Composed of 18 different taxes, China's taxation system is complex. An understanding of the basics can ensure that companies looking to do business in China don't get caught out.

Warranties may not be your biggest worry: hard lessons from a real deal

In the latter stages of a business acquisition, there is invariably a great deal of focus on the legal documentation, not least on the warranties which the buyer requires the seller to give.

Offshore companies: are they being managed appropriately?

When establishing a fund or investment structure considerable time and effort is usually spent at the outset to determine the most appropriate structure. The tax efficiency of the options available will inevitably be a strong determining factor.

Diggers and dragons: two contrasting cases on directors' duties

Although it is now almost four years since the first codification of directors' duties by the Companies Act 2006 (and almost three since the process was completed), cases relating to events that pre-dated that codification are still coming before the courts.

Companies and Prospectus Regulations - simplifying the process for merger, division or public offerings

Both the Companies Regulations 2011 (2011/1606) and the Prospectus Regulations 2011 (2011/1668) were published this month. Each aims to simplify the administrative processes a company must adhere to when involved in either mergers and divisions or making public offers of securities.

Planning ahead for new funding opportunities?

The Chancellor's March 2011 Budget introduces changes to the way companies can raise money from Venture Capital Trusts (VCTs) and through the Enterprise Investment Scheme (EIS). Due to take effect largely from April 2012, the changes are likely to open up significant new sources of funding.

AIM: New funding opportunities on the horizon for public companies

The Chancellor's March 2011 Budget introduces changes to the way companies can raise money from Venture Capital Trusts (VCTs) and through the Enterprise Investment Scheme (EIS).

Private equity update

The private equity industry faces an interesting and challenging year ahead. A whole raft of changes is coming down the track, posing new threats and new opportunities.

Signed, sealed and delivered: the deed is done

Most people are familiar with the formula "signed, sealed and delivered", signifying a job completed with all loose ends tied up. Fewer fully understand the law that lies behind the words.

Last call to have your say on equity underwriting commissions

In its 27 January 2011 market study, the Office of Fair Trading (OFT) reached a provisional finding that no referral to the Competition Commission is required in respect of equity underwriting services. Further representations are invited by Friday 11 March 2011.

Company names: a cautionary tale

Changing a company's name is a simple task in legal terms; it normally requires a special resolution and a small fee paid to Companies House. But logistically a name change can be an enormous exercise. So, if it is rejected by Companies House, a huge amount of wasted cost is likely to be incurred.

Important changes to Takeover Code

The Code Committee of the Takeover Panel has announced its intention to make some significant changes to the Takeover Code.

Publish or be damned - failure to comply with announcement obligations can be a costly oversight

Photo–me International is the latest in a growing list of companies to be fined by the City watchdog, the Financial Services Authority, for late disclosure of inside information.

Company law and corporate governance

Following a review of corporate governance by the Financial Reporting Council a new corporate governance code, 'the UK Corporate Governance Code' (previously the Combined Code), has been published.

Alternative Investment Fund Managers Directive - the latest developments

On 29 April 2009 the European Commission issued its draft proposal for a Directive on Alternative Investment Fund Managers.

Liability of issuers in connection with published information – an extension of the regime

Issuers of securities admitted to trading on regulated markets are liable for fraudulent misstatements in periodic disclosures to the market. They are also liable for any dishonest concealment of a material fact in such publications.

The Bribery Bill

Major changes to UK law governing bribery are afoot. A draft bill is expected to receive Royal Assent before the next general election, with general offences coming into force in June 2010.

Former directors who set up in competition: the first post-Companies Act 2006 case comes to light

A transcript has just been released of a company law case decided last year: Thermascan Limited v Norman.

Premium and Standard Listings: the two-tier UK Listing Regime

Companies looking at a stock market quotation now have a wider choice of listing category to consider as the Official List, the London Stock Exchange's main market for listed securities, now has two tiers: a premium and a standard listing.

Wragge & Co advises ADP on UK public takeover

Wragge & Co LLP's Public Companies team has advised Automatic Data Processing, Inc., a US-based business outsourcing solutions company, on its £16.2 million public takeover of AIM-listed OneClickHR plc.

Public equity financing: a new era?

2008 and 2009 were notoriously lean years for public listings in the UK. However, 2010 could bring a new era of popularity for initial public offerings (IPOs) as companies look for alternatives to the continuing challenging debt market.

Alternative Investment Fund Managers Directive - update

A new corporate landscape: company formation, administration and procedures from 1 October 2009

On 1 October 2009, the remaining provisions of the Companies Act 2006 come into force (except for a handful of provisions which have been the subject of second thoughts and further consultations).

Shareholder rights

Although the Companies Act 2006 is not even yet fully in force, some of its provisions are already to be amended.

End of the road for Norris - a cautionary tale for salacious executives

Ian Norris, former CEO of Morgan Crucible, has failed in his latest attempt to avoid extradition to the US and faces spending the rest of his retirement at President Obama's pleasure.

Shoots of growth - for a more benign merger regime - or a false dawn?

The Office of Fair Trading (OFT) has applied the so-called 'failing firm' defence for the first time since issuing a restatement of its position in December 2008.

When are overseas trust companies UK resident?

On 27 January 2009 HM Revenue & Customs published draft guidance on the application of the residence tests to overseas trust companies. This guidance is important and relevant to investors holding an interest (or units) in an offshore trust or unit trust.

Investment funds - surviving the downturn: avoiding claims and knowing how to deal with them if they arise

The credit crunch has had a grim and unsparing impact upon most markets. Asset prices and investment returns have fallen globally - albeit some markets and products have been affected more (or less) severely than others.

Between a rock and a hard place? The predicament of the nominee director

Nominee directors play a pivotal role in business. Yet to explain the legal status of the nominee director is far from straightforward. Certainly it is a job made no easier by the Companies Act 2006.

Companies Act 2006: provisions coming into force on 1 October 2009 - part 2

October 2009 will see the final round of implementation of the Companies Act 2006. This will bring to an end almost three years of changes in company law.

Companies Act 2006: provisions coming into force on 1 October 2009

October 2009 will see the final round of implementation of the Companies Act 2006. This will bring to an end almost three years of changes in company law.

Planning an Annual General Meeting (AGM) in 2009

Companies on the Official List of the London Stock Exchange need to consider the latest regulatory changes and best practice guidance when planning their 2009 AGM.

Don't take shortcuts: Ensure your deeds and documents are properly executed

Proper execution of deeds and documents is of absolutely fundamental importance. It is even more so in the current economic climate when parties, including insolvency practitioners, may seek to avoid legal obligations.

Employees: to employ or not to employ? And should we all be making sacrifices now?

The headlines can make it feel as though hanging on for dear life is the only thing left to do in this economy: however, the same economic cycle that's brought us to this point can bring up some useful opportunities for those that spot them.

Making investments in UK real estate - a tax haven for non-UK residents?

There are many factors making the United Kingdom an attractive investment destination for a non-UK resident. One of these factors is favourable UK tax treatment and tax incentives given to investment in UK real estate.

When the going gets tough, the taxman gets tougher

Tips for action to take from Wragge & Co's Tax team to help businesses prepare for HMRC's tough tactics.

Planning for an upturn

The Wragge & Co Tax team tips for making the most of tax opportunities now and preparing for when the upturn comes.

Directors' duties and shareholder circulars - and why (a little) legalese may be no bad thing

There was no shortage of grievances to discuss when HBOS shareholders met in December to consider the takeover of their bank by Lloyds TSB.

Wragge & Co advises Hill & Smith on sale of Express Reinforcements Ltd

Wragge & Co LLP has advised Hill & Smith Holdings PLC on the £12.8 million sale of its subsidiary, Express Reinforcements Limited, to Celsa Steel Service (UK) Limited and its affiliates.

Insolvent lenders and market disruption

We are in uncharted waters. Until very recently, few people have ever experienced or even thought about their bank going bust. Most loan documentation focuses on borrower rather than lender default.

Financial assistance from 1 October 2008

Few bankers and professions involved in leveraged finance, management buy-outs or management buy-ins will lament the passing of the prohibition on private companies giving financial assistance for the purchase of their holding company's shares.

More Companies Act 2006 provisions coming into force

 On 1 October 2008, a further series of changes to company law will come into force as a result of the implementation of parts of the Companies Act 2006.

Articles of association health check

The Companies Act 2006 introduced a number of important changes.  Many of the Act's provisions are already in force with the remainder coming into effect on 1 October 2008 and 2009.

Are your terms and conditions up to scratch?

The Financial Services Authority's (FSA) paper, "Fairness of terms in consumer contracts: a visible factor in firms treating their customers fairly", lays bare its views regarding the terms and conditions used in firms' standard form consumer contracts.

Relocation, relocation

Will the last company to leave the UK please turn the lights out?  The news that United Business Media (UBM) is planning to follow Shire Pharmaceuticals out of the UK might be raising some questions in government at the moment.

Corporate governance issues for UK subsidiaries of international corporates

The UK is home to many international businesses, including subsidiaries of overseas parent companies. Yet, corporate governance issues affect all companies within any group, not just the parent.

VAT on electronic services - the rules are changing

The rules on charging VAT on electronic services are changing.

Money laundering: new and wide-ranging registration obligations

From 1 April 2008, extensive new registration obligations will be introduced by the Money Laundering Regulations 2007. These apply to Money Service Businesses, High Value Dealers, Trust or Company Service Providers and Accountancy Service Providers.

Companies Act 2006 - are you ready for 2008?

The Companies Act 2006: Directors' duties (and first commencement order)

The Companies Act 2006 : What's new (from 1 October)?

The Consumer Credit Act 2006 starts to bite

Although the Consumer Credit Act 2006 (the Act) has been in place since 30 March 2006, much of it is only now making an impact.

Companies Act 2006: Takeovers, offers to the public and miscellaneous provisions

The Companies Act 2006: What's new (from 6 April)?

Companies Act 2006: Constitution, capacity and execution of documents

Companies Act 2006: Capital maintenance and reduction, financial assistance and distributions

Companies Act 2006: Accounts, auditors and websites

Companies Act 2006: Share capital and members' rights

In this briefing, we consider some of the main changes that the 2006 Act will make in relation to companies' share capital and the exercise of rights by members.

Companies Act 2006: Members' meetings and resolutions

In this briefing, we consider some of the main changes the 2006 Act will make in relation to company meetings and resolutions of members.

Companies Act 2006: Directors and secretaries

Companies Act 2006: Introduction and background

Companies Act 2006: Electronic communications and public company shareholdings

Companies Act 2006: Business as usual?

The Companies Act 2006: Directors' duties (and first commencement order)

The Companies Act 2006: update