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CMI Triangle 03

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  • Corporate Update – June 2018

    04 July 2018

    Welcome to our June 2018 Corporate Update which brings you news and our views on law and practice for corporates and their owners and managers.

  • Corporate governance - key things to know

    29 June 2018

    I’m taking on an in-house role with a professional sports team and will have responsibility for ensuring the board meets its corporate governance requirements. What are some of the key things I should know?

  • The new 2018 QCA Corporate Governance Code for small & mid-size quoted companies

    27 June 2018

    The Quoted Companies Alliance, the independent membership organisation that champions the interests of small to mid-size quoted companies, has recently released its revised and updated QCA Corporate Governance Code 2018.

  • Court implies duty of good faith in “relational” contract

    26 June 2018

    The courts may be more willing to imply a duty of good faith into joint venture agreements, following a recent High Court case.

  • Director’s privacy – improvements to the Companies House regime for removal of residential addresses

    26 June 2018

    New regulations, which came into force on 26 April 2018, will make it easier for directors (and others) to remove their residential addresses from publicly available Companies House documents.

  • What makes a company a quasi-partnership?

    20 March 2018

    Lord Wilberforce’s observation that “a company, however small, however domestic, is not a partnership…” indicates that there are clear distinctions between even the smallest companies and partnerships. However, case law has shown that in some instances the court has been willing to deem companies “quasi” or “in substance” partnerships.

  • Directors held to be trustees of company property

    08 March 2018

    The Supreme Court has held that directors should be treated as being in possession of company property from the time of their appointment because, as fiduciary stewards they are trustees of trust property within the meaning of section 21(1)(b) of the Limitation Act 1890 (“the Act”).

  • Update on the new tax rules for payments in lieu of notice

    16 February 2018

    New tax rules will mean that income tax and national insurance contributions (“NICs”) must be paid on all payments in lieu of notice (“PILONs”) with effect from 6 April 2018.

  • Further clarity on relevance of TUPE following a share sale

    31 January 2018

    How relevant is TUPE in the context of a share sale? A recent decision of the Employment Appeal Tribunal (“EAT”) provides a reminder that TUPE can easily come into play when a buyer is considering what to do with its newly acquired subsidiary. In this case, the buyer’s actions led to an unexpected TUPE transfer and a £3.5 million bill.

  • AIM becomes SME Growth Market – the implications for AIM companies

    10 January 2018

    AIM, the London Stock Exchange’s international market for smaller growing companies, was registered as an SME Growth Market on 3 January 2018.

  • From the pub to the court room

    19 December 2017

    It is not uncommon for commercial deals to be agreed with a handshake in an informal setting (often a bar, restaurant or other social venue). If agreed, parties usually then move the matter on to their lawyers to document the terms. But what if terms are never documented? How much reliance can be placed on commercial terms that are agreed orally?

  • The Damp Squid Budget?

    22 November 2017

    Yes, yes, I know the phrase is “damp squib”. Call it pedant bait if you like. And the Chancellor (like everyone else) seems to be Blue Planet crazy, so you may detect a salty theme in this Budget update. Anyway, let’s dive into the icy waters of the latest Budget and see what monsters lurk beneath.

  • People with Significant Control - AIM Companies brought within the PSC regime

    12 July 2017

    UK companies listed on AIM were previously exempt from the obligation to keep a register of people with significant control (PSCs), but recent changes mean they will have to have a register from 24 July 2017 onwards.

  • People with Significant Control - changes in force from Monday 26 June 2017

    29 June 2017

    With very little advance notice as to the detail, notable changes regarding the disclosure regime for people with significant control (PSCs) of UK companies and LLPs came into force on Monday 26 June 2017.

  • Beware of handing matters over to the court’s discretion

    16 June 2017

    How often in negotiations do parties “duck” issues deemed “too difficult” and try to cope with them by adopting “reasonable” (or other) “endeavours” obligations?

  • Paying different dividends to different share classes: as easy as A, B, C?

    16 June 2017

    Giving a company the ability to pay different rates of dividend to different shareholders can be a useful tool.

  • What is an independent witness?

    16 June 2017

    If we send you a document to sign and say that you need to have someone, who is independent, “witness” your signature, there’ll be space under the section for your signature for the witness to sign and insert their contact details.

  • Warranty and Indemnity Insurance – the what, why and how of it?

    13 June 2017

    Whilst the use of W&I Insurance in M&A transactions has been available for some time, its use has increased dramatically in the past few years, particularly in the technology, real estate and manufacturing sectors.

  • Partenariat: pourquoi adapter les statuts et le pacte d’actionnaires?

    10 May 2017

    Si vous constituez une société avec votre partenaire d'affaires, vous pourriez être tenté de vous fonder uniquement sur les statuts légaux applicables par défaut à une « Private Company Limited by shares » (le modèle) pour régir les procédures internes de la société, et votre relation contractuelle d’entreprise.

  • Helping to shape the Global Driverless Revolution

    03 May 2017

    In this article, we look at the road ahead for autonomous vehicles.

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