The Companies Act 2006 contains a right for members of the Company to seek the removal of a director from office by convening a general meeting of its members and passing an ordinary resolution. This provision is seen as sacrosanct in the Companies Act 2006 – any attempt to exclude this right in the Companies articles of association would be unenforceable. ...
Following the recent decision in Farrar v Rylatt [2019], it is clear that use of the phrase ‘subject to contract’ continues to create work for lawyers in commercial situations and relationships. ...
The concept of share buybacks is a useful one. The ability for a company to buy back its own shares is seen as a useful tool for capital re-organisations and a tax efficient way in which to remove a shareholder or class of shareholders....
Clarkslegal is delighted to announce Legal 500 has recognised the law firm for the following practice areas; Corporate and Commercial, Commercial Litigation, Employment, Immigration, Education, Commercial Property, Construction and Commercial Contracts....
A recent Court of Appeal decision in Classic Maritime Inc v Limbungan Makmur SDN BHD [2019] EWCA Civ 1102 has considered whether a party could rely on an exceptions clause (similar to a force majeure provision) to excuse non-performance in circumstances where it was not able and willing to provide cargoes for shipping even if the force majeure event had not occurred. ...
Just one day after the ICO delivered a notice of intent to fine British Airways £183 million for alleged personal data breaches, it has delivered another, this time to global hotel group, the Marriott International....
The Information Commissioner’s Office has issued a notice of intent to fine British Airways under the new Data Protection Act 2018 (DPA)....
Charges over shares of companies incorporated under English law are not uncommon, often as part of a group banking facility, where subsidiary company shares are charged by the borrowing parent company in favour of the lender....
The default position for a tenant occupying commercial premises is that when the contractual term expires, the tenant has a statutory right to a new lease even if the landlord is unwilling to grant a new lease on a voluntary basis. ...
You may have heard from various press articles that the General Court of the European Union has recently upheld that the iconic three stripes design owned by Adidas is not distinctive enough for trade mark registration....
You may have heard that the EU Council has voted in favour of the Copyright Directive passed by the EU Parliament. Existing copyright law within the EU is complicated and varies from country to country. ...
We’ve been asked on several occasions in recent times by GP surgeries to give advice about having “green socks clauses” put into their partnership agreements. Such a clause allows the partners to expel one of their number from the partnership without any reason (or even because their fashion sense is questionable), and can be useful where a partner simply does not fit, even though they are not strictly at fault in any way....
Regardless of whether the UK is in or out of the EU, the Commonwealth is a superb natural market for business. And SMEs must ensure they capitalise on the labour and opportunities the Commonwealth countries provide....
Clarkslegal’ s corporate team enjoyed a bumper 2018, closing 32 transactions including mergers, acquisitions, disposals, financings and restructurings....
The recent Judgment of the High Court in Katara Hospitality (a company incorporated in Qatar) v (1) Gerard Guez and (2) Jacqueline Rose [2018] EWHC 3063 (“Katara Hospitality”) highlights the importance of ensuring the proper and valid execution of an instrument and also serves as a timely reminder of the importance of ensuring that the scope of an instrument is expressly set out if it is to be successfully relied upon....
Earlier this year, the Supreme Court decided in Rock Advertising Ltd v MWB Business Exchange 2018 that, where a written contract states that it can only be varied by observing specified formalities (for example by doing so in writing and signed by both parties), those formalities will – in most circumstances – need to be observed if the variation is to be effective. This decision has far-reaching consequences, because many contracts are varied informally by the parties during their life without checking the requirements, which can be fatal to enforcement if a dispute arises. ...
Clarkslegal is pleased to announce two new partner appointments to its Thames Valley office. Stuart Mullins joins the Corporate team and brings with him a wealth of experience acting for SMEs and corporates on mergers, acquisitions, banking, corporate law and commercial matters. Mark Izquierdo is appointed to head the Real Estate team in Reading and brings with him over 20 years’ experience in the property market. Mark specialises in investment and development work (residential and commercial) and is highly regarded for the transactional work he undertakes. Managing Partner, Monica Atwal, welcomes Stuart and Mark commenting: “We are delighted with the new appointments to key growth areas for our practice. The appointments demonstrate our continued commitment to the Thames Valley and underline our position at the forefront of commercial legal services in the region”...
The Companies (Miscellaneous Reporting) Regulations 2018 has now achieved parliamentary approval. This introduces additional reporting requirements for certain qualifying companies. Ahead of their inaugural year we have outlined some of the Regulations’ key provisions. ...
The doctrine of frustration in English Law provides very limited remedy and therefore, it is well established that parties should include a provision in a commercial agreement which governs issues of liability where a contract cannot be performed by virtue of unforeseen circumstances....
Last year, we wrote about Nestlé’s decade-plus efforts to achieve EU trade mark registration for the three-dimensional shape of its Kit Kat chocolate bar (certainly very distinctive here in the UK!), and setbacks in 2016 both with an adverse ruling from the EU General Court and with the UK High Court ruling against UK trade mark protection for the shape. We also noted that Nestlé’s nemesis in all of this has been Mondelēz International, a group whose brands include Cadbury....