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Procedure for amending the articles of association Matters to review or actions to undertake Refer to the pertinent section of the Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box once step is complete or issue considered Getting ready to revise the articles and initial checks Will the proposed change oblige shareholders to take up additional shares, or increase a member’s liability? If so, shareholders’ approval will be necessary for the proposed alteration...
Anti-bribery and corruption Checklist This anti-bribery and corruption Checklist helps you assess whether your systems meet the Bribery Act 2010 (BA 2010) and the government’s guidance on bribery and corruption. Read it together with these subtopics: Anti-bribery and corruption—regulatory regime Anti-bribery and corruption—Identifying & assessing risks Anti-bribery and corruption—policy and procedures, or for law firms, Anti-bribery and corruption—policy and procedures—law firms Anti-bribery and corruption—gifts and hospitality Anti-bribery and corruption—agents and intermediaries Anti-bribery and corruption—joint ventures and acquisitions Anti-bribery and corruption—charitable and political donations Anti-bribery and corruption—staff training & awareness, or for law firms, Anti-bribery and corruption—staff training and awareness—law firms Anti-bribery and corruption—monitoring and review This Checklist signposts relevant Precedents you can use or tailor to satisfy these requirements and recommendations. It includes a box to indicate whether each item has been completed and a section to add comments or record action points...
For comprehensive guidance on setting up a private company limited by shares, consult Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Decide if the company will be bespoke on formation or obtained ‘off the shelf’. Where the company is to be tailor made, move on to the remaining considerations and actions in this checklist. N/A Who are the initial shareholders (also known...
This diagram clarifies numbers shown in the General Damages (PSLA) Today’s Value box...
This Flowchart has been archived and is not maintained. Please be aware the patent box computation was revised for fresh claims from July 2016 to align with the framework for preferential intellectual property regimes established under the OECD BEPS project...
A newer, though less widely known, idea is ‘bluewashing’. Whereas greenwashing centres on environmental claims, bluewashing relates to social matters such as modern slavery, labour practices and corporate diversity. It describes instances in which a business leverages affiliation or participation in a corporate social responsibility (CSR) scheme to mask the reality that it is not applying those standards itself. In practice, numerous corporates treat ESG memberships as a tick-box tactic to win customers, without embedding the underlying principles internally. This piece will explore bluewashing further and highlight warning signs to consider. United Nations Global Compact (UNGC) A prominent illustration of bluewashing emerged around the launch of the UNGC. Often, such signalling diverts attention from the absence of genuine change behind the scenes within their own operations...
In this issue: Information technology Internet Media Advertising, marketing and sponsorship Reputation management Telecommunications LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Information technology Commission consults on draft Guidance on EU Cyber Resilience Act The European Commission has opened a consultation on a draft Communication offering direction on how to interpret and apply in practice Regulation (EU) 2024/2847, the EU Cyber Resilience Act (EU CRA). In line with Article 26(1) EU CRA, this non-binding guidance seeks to support manufacturers, developers and other stakeholders in understanding their obligations and fostering a harmonised approach across the EU, with a particular emphasis on helping microenterprises and small and medium-sized enterprises meet compliance needs. the scope of the EU CRA, including free and open-source software and what constitutes a substantial modification; support period obligations; designation of important and...
Restructuring & Insolvency weekly highlights—29 February 2024 In this issue: Restructuring Corporate insolvency processes Insolvency litigation Directors and insolvency Personal insolvency Industry/sector guides for R&I lawyers Daily and weekly news alerts Key dates for R&I professionals Corporate Rescue and Insolvency (February 2024 edition) Latest Q&A Restructuring New Practice Notes—Part 26A restructuring plan deal debriefs The LexisNexis Restructuring & Insolvency practical guidance team have released four fresh Practice Notes within their ‘Restructuring Plan deal debrief’ series: ‘Part 26A restructuring plan deal debrief—The Good Box Labs Co Ltd (in administration)’, ‘Part 26A restructuring plan deal debrief—CFG Investments SAC’, ‘Part 26A restructuring plan deal debrief—ED&F Man Holdings Ltd’ and ‘Part 26A restructuring plan deal debrief—Hong Kong Airlines Ltd’. These Notes consider the key terms of the Part 26A restructuring plan proposed by NGI Systems & Solutions Ltd for the SME, The Good Box Labs Co Ltd (in administration), in 2023. They also examine the...
Note From 1 January 2026, the Commercial Court and the London Commercial Court are running a pilot under CPR PD 51ZH. By default, specified materials used in public hearings—such as witness statements and skeleton arguments—will be accessible to the public. Practitioners issuing applications in these courts should acquaint themselves with the pilot and take suitable measures to safeguard clients when drafting any impacted documents. For further direction, see Practice Note: Non-party access to court documents and information in civil proceedings. This Practice Note explains how to complete an application notice using form N244(CC) for proceedings in the Commercial Court. For broader guidance on applications, refer to the following Practice Notes: How to make an application for a court order (CPR 23) Making an application in the Commercial Courts Form N244(CC) In civil proceedings, applications are ordinarily made by application notice—see Practice Note: Informal applications for when the court may allow an application without one. In most courts, the standard application...
Successive UK governments have aimed to cement the UK as one of the world’s most appealing settings for innovation and enterprise. To that end, a wide-ranging suite of tax incentives has been rolled out to encourage innovative companies, supporting both investors and trading entities, and assisting businesses at every phase of a business’s life cycle. These incentives include: R&D tax reliefs patent box business asset disposal relief (previously entrepreneurs’ relief) capital allowances for purchases of: knowhow patents, and plant and machinery venture capital trusts the enterprise investment scheme, and the seed enterprise investment scheme This Practice Note outlines the UK position on key tax considerations when determining how to structure an innovative business with international or global aspirations. The observations are general in nature and work on the basis of a clean slate; revisiting an existing IP ownership arrangement will inevitably demand a bespoke solution (notably...
CASE HUB ARCHIVED —this archived case hub reflects the position at the date of the decision of 20 December 2022; it is no longer maintained. See further, timeline and commentary. Case facts Outline European Commission Article 102 TFEU investigations concerning: Amazon Inc’s handling of commercially sensitive information obtained from independent retailers trading on its marketplace (AT.40462); and allegations of favourable treatment for Amazon’s own retail offers and for marketplace sellers that rely on Amazon’s fulfilment and delivery services (AT.40703). Latest development On 20 December 2022, the Commission accepted commitments from Amazon, thereby bringing both investigations to an end...
Before purchasing anything on our website, please read these important terms and conditions and ensure they include everything you expect and nothing you are unwilling to accept. Summary of some of your key rights: The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 state that, in most cases, you can change your mind within 14 days of receiving your goods and receive a full refund. The Consumer Rights Act 2015 requires goods to be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product, you are entitled to the following: up to 30 days: if your goods are faulty, you can get a refund; up to six months: if repair or replacement is not possible, you are entitled to a full refund in most cases; up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back. This is a summary...
[ insert company name ] [ LIMITED OR PLC ] (the Company) Form of proxy—annual general meeting Please read the explanatory notes before filling in this form. I/We, Name of shareholder(s) (for joint holdings, list all joint holders) ...................................................................... ......................................................................, being a member/members of the Company, hereby appoint Name of proxy .................................................................................................................................................. (use block capitals) Tick this box if this proxy appointment is one of multiple appointments. For appointing more than one proxy, please see explanatory note 3 below. Number of shares to which this proxy applies ................................................. Leave blank if appointing a single proxy for all your shares or, if no proxy is named above, the chair of the meeting, as my/our proxy to exercise any or all of my/our rights to attend and speak for me/us and on my/our behalf [ , whether in person or remotely via electronic means, ] at the annual general meeting of the Company (the AGM) to be held at [ insert time ] on [...
Before purchasing from us, please review these important terms and conditions to confirm they include everything you expect and nothing you would be unwilling to accept. Summary of some of your key rights: Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you generally have 14 days from receiving your goods to change your mind and obtain a full refund. The Consumer Rights Act 2015 states that goods must be as described, fit for purpose and of satisfactory quality. Across the expected lifespan of your product, you are entitled to the following: up to 30 days: if your goods are faulty, you can get a refund; up to six months: if it cannot be repaired or replaced, you are entitled to a full refund in most cases; up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back. This is a brief outline of...
For the purposes of the Gambling Act 2005 (GA 2005) Under GA 2005, s 3, gambling encompasses ‘gaming’, ‘betting’ and taking part in a ‘lottery’. ‘Gaming’ is defined in GA 2005, s 6 as playing a game of chance for a prize under that provision. A game of chance covers the following: a game that contains both an element of chance and an element of skill, a game where the element of chance can be eliminated by superlative skill, and a game presented as involving an element of chance, but it does not include a sport. There must be some element of chance and the prospect of winning a ‘prize’ for the activity to qualify. The Q&A does not indicate the setting in which the mystery box of prizes is being offered to participants. If the prize is to be obtained by taking part in a game of chance as described in GA 2005, s 6, it will fall within the...