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Aug
13
2019

The High Court has considered circumstances in which directors owe fiduciary duties to the company's shareholders
#Corporate

Earlier this year I discussed the importance of good corporate governance following the decision in Stobart Group v Tinkler. Paramount to good corporate governance is the adherence to the directors’ duties, whether contractual or fiduciary. Given the inherent lack of tangibility of any duties with a fiduciary persuasion, directors can often be found wanting when trying to quantify and qualify the positions where such duties might be owed to their shareholders. ...

Jul
11
2019

Employee Ownership Trusts
#Corporate

Do you want to realise the value in your business, but concerned about the time and cost issues surrounding finding a buyer, talking to competitors and engaging in lengthy due diligence? Employee Ownership Trusts may just be the answer!...

Jul
10
2019

GDPR: ICO issues second intent to fine in two days
#Data Protection #Corporate #Commercial

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....

Jul
10
2019

GDPR Enforcement: ICO intent to fine British Airways
#Data Protection #Commercial #Corporate

The Information Commissioner’s Office has issued a notice of intent to fine British Airways under the new Data Protection Act 2018 (DPA)....

Jul
08
2019

Taking and enforcement of charges over shares in English companies
#Corporate #Commercial

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....

Jul
02
2019

Clarkslegal advises on Management Buy Out of Independent Trustee Services
#Corporate

Clarkslegal’s corporate team, led by Partner Ashan Arif, advised the management on the successful buyout of City based Independent Trustee Services Limited from leading employee benefits provider, JLT Benefit Solutions Limited (part of the MMC Group). I...

Jul
01
2019

Clarkslegal supports Turkish food importer to buy wholesaler
#Corporate #Real Estate #Employment

We are pleased to complete the acquisition of a wholesale and distribution business for a client which further bolsters existing turnover and operations in different geographical areas....

Jun
24
2019

Human Resources and Ethics
#Information Technology #Corporate #Employment #Data Protection

The recently announced huge gift of £150 million to Oxford University by Stephen Schwarzman to fund a new institute for ethics in artificial intelligence is a reminder of the huge importance attached by many to the need for more ethical focus on issues arising from artificial intelligence and technology innovation....

Jun
10
2019

EY’s 2019 UK Attractiveness Report
#Corporate

According to EY’s 2019 UK Attractiveness Report the UK has retained its position as the number one destination for Foreign Direct Investment (“FDI”) projects in Europe while Northern Ireland has recorded a 74% year-on-year increase in FDI projects. Although the report may seem, on the surface, indicative of the UK’s robust ability to still attract investment despite the overwhelming uncertainty of Brexit, there are some key caveats to an optimistic outlook. ...

Apr
09
2019

Importance of good corporate governance is the take-home message of Stobart Group V Tinkler
#Corporate

Director’s duties are paramount to good corporate governance, as outlined by the go-to definition produced by the Cadbury Committee in 1992: "Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The responsibilities of the board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.”...

Feb
12
2019

Clarkslegal’s corporate team advises on 32 transactions in 2018
#Corporate #Commercial #Press

Clarkslegal’ s corporate team enjoyed a bumper 2018, closing 32 transactions including mergers, acquisitions, disposals, financings and restructurings....

Jan
03
2019

Powers of Attorney and Corporate Transactions
#Corporate #Commercial #Construction

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....

Dec
10
2018

The “Braganza” duty - If you have a “discretionary” right in a contract, is it always truly discretionary?
#Corporate

Most people would assume that, if a contract gives one party a right to do something “in its absolute discretion”, that is the end of the matter. ...

Nov
12
2018

New Reporting Requirements for certain Corporates
#Corporate #Commercial

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. ...

Oct
31
2018

Entrepreneurs Relief, still here but…
#Corporate

This month’s budget announcement didn’t herald the end of Entrepreneurs relief as some had speculated but did make a number of changes which will mean that share ownership structures involving different classes of share attracting different rights to income and distribution will need to be reviewed to make sure that the holders of those shares still qualify for the relief....

Oct
04
2018

The Unforeseeable Consequence of Force Majeure
#Commercial #Corporate

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....

Aug
14
2018

Administration in brief
#Commercial #Corporate

In light of the increasing number of retailers entering insolvency proceedings the spot light is again on the administration process. This article summarises the administration process and reflects on why it has received recent bad press....

Jul
09
2018

Cyber Security Regulation – Key Points
#Information Technology #Corporate

EU Directive Security of Networks & Information Systems (NIS) was a response from the EU to concerns about cyber security impacts on key infrastructure within the EU and the impacts that this would have on its citizens....

Jul
09
2018

Data Protection Reform and buying and selling businesses and assets
#Data Protection #Commercial #Corporate

The Introduction of GDPR and the new Data Protection Act 2018 has already been the subject of many an article and discussion....

Jun
12
2018

House of Fraser in Hot Water: the rise of Company Voluntary Arrangements (CVAs)
#Corporate #Commercial

House of Fraser is the latest high-profile CVA in the retail sector but it’s not just the retail sector which has been inundated: the latest government statistics show that there has been an 85.5% increase in the use of CVAs.[1]...

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