Company buy-back meaning

Scope of this Checklist This Checklist sets out the points to consider when a company is proposing to grant a mortgage. It proceeds on the basis that an English or Welsh company will be granting a mortgage to a lender situated in England or Wales. In this Checklist: the company granting the mortgage is the 'mortgagor' the party to whom the mortgage is granted is the 'mortgagee' the document recording the mortgage is the 'security document' Preliminary questions before taking security by way of a mortgage Is a mortgage the right method of taking security? A mortgage transfers title to the asset, while preserving the mortgagor's equity of redemption so that, once sums due have been paid in full, title can be transferred back to the mortgagor (note that some mortgages, such as over land, are statutory, meaning there is no transfer of title). The use and possession of the asset will remain with...

For more practical, step-by-step guidance on solar projects, including viewpoints from several jurisdictions, consult the textbook also: Solar Power: A Practical Handbook. Negotiating a rooftop lease for solar PV panels When arranging a rooftop lease for solar PV panels, the matters at stake will differ according to the interests of the party you represent. Those issues shift depending upon whether one acts for the landlord, the occupier, or the solar tenant. Here, 'landlord' describes the owner of the freehold or a long lease of the relevant building; 'occupier' means the party in occupation; and 'solar tenant' is the entity proposing to install and own the panels. The solar tenant may equally be the building’s occupier, or could be a dedicated solar developer. A growing number of landlords are fitting solar panels to their properties—either via the same corporate vehicle that holds the building, or through a related solar company. This note addresses rooftop leases and, accordingly, assumes a structure in which the solar tenant is a distinct legal...

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

UK Care No 1 Ltd v HMRC [2026] UKUT 90 (TCC) The appellant, UKC1, was a Guernsey-incorporated company. It served as the issuer of loan notes within a securitisation structure for the BUPA group. Those notes were placed at a discount and incurred transaction expenses. UKC1 recognised the obligation on an amortised cost basis. That accounting treatment reflected the discounted issue price and the associated fees borne at issue time. (CTA 2009, s 327 is inapplicable where fair value accounting is adopted.) In 2016—when BUPA intended to dispose of certain care homes included in the collateral package—BUPA acquired UKC1 and it became resident for UK tax. UKC1 subsequently bought back the loan notes. The terms for early repayment were set by a ‘Spens’ (or ‘make whole’) provision, which required payment of whichever was greater: the principal sum, or the present value of future cash flows, discounted by reference to a named gilt...

Farnsworth v Chave [2025] EWHC 2677 (Ch) What was the background? This judgment addresses a threshold question arising in unfair prejudice litigation between Adam Farnsworth and Kevin Chave, joint equal shareholders and directors of Essex and East London Van Services Ltd (the Company), a quasi-partnership company. Aaron Chave (Aaron), Mr Chave’s son, worked for the Company as a fitter from September 2014, progressing to senior fitter/supervisor, before resigning on 2 May 2023. After Aaron left, Mr Chave transferred his shareholding in the previously dormant Kent Van Solutions Ltd (Kent) to Aaron and other family members, with Aaron becoming a director of Kent and commencing trading in competition with the Company. By an order of 12 February 2025, the court directed a preliminary issue, determined in this judgment, namely whether Aaron and Kent should remain respondents to Mr Farnsworth’s cross-petition, Aaron and Kent seeking to be released. Mr Farnsworth alleged that Mr Chave had conspired with Aaron to damage the Company by reviving Kent, and that Aaron had breached...

Microlise Group plc Microlise Group plc, a supplier of fleet-tracking software used by Serco and mail carrier DHL, said in a statement to the London Stock Exchange that it intends to have its services 'largely back to normal' within a week, following a cyber-attack that targeted its network. The software company first reported the attack in a statement to the stock market on 31 October 2024. Microlise said it does not expect the attack to materially affect its financial forecasts or its overall financial position. The announcement did not disclose which of its corporate customers were impacted by the incident...

Family business culture Given the relatively high expense of sourcing and appointing senior staff, holding on to the right people with the right expertise is vital for any firm, and even more so for a family-run enterprise where hiring can be tougher than for rivals. Working in a family company brings upsides; research points to greater loyalty, satisfaction, flexibility and security. Yet drawbacks can appear, such as ambiguity, perceived unfairness, muddled accountability and family politics. The task is to bring in senior leaders who align with the culture and to ensure they are incentivised to remain and help grow the business. Therefore, a family business must shape recruitment and induction so they reflect its distinctive culture and complexity. Not every senior executive will thrive in a family setting, and cultural alignment may, in the end, matter as much as formal credentials. This must be weighed against the need to attract high-calibre people and keep them engaged for the long haul. Practical measures available to family firms include supporting new...

ARCHIVED: Released in 2020 and not actively maintained, this Market Standards trend report—produced with White & Case and Activist Insight, and featuring contributions from UBS Investment Bank, Georgeson and Greenbrook—examines recent UK shareholder activism, including a look back at H1 2020. It also sets out how companies can ready themselves for an activist approach and offers guidance for activists on running a successful campaign in the UK... What does the Market Standards trend report cover? Activity levels, such as the number of companies targeted and the capital committed to campaigns Target company profile, covering industry sector and size Activist profile, including the volume of first-time activists The nature of the demands activists are making How far activists succeed in securing their objectives How companies can prepare for an activist approach Tips for running a successful activist campaign...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

This instrument bears the date [ insert day and month ] 20[ insert year ] and is in respect of the loan notes referred to below. Parties [ Insert name of issuing company ] incorporated in England and Wales under number [ insert company number ] whose registered office is at [ insert address ] ( Issuer ) background: The Issuer has resolved to create, in aggregate, up to an overall nominal maximum of £[ insert number ] [ insert rate ]% [ subordinated ] redeemable loan notes, the same to be constituted in accordance with, and as set out in, this document, and constituted accordingly...

1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation...

This Agreement is entered into on [ date ]. Parties [ insert name ], a company incorporated in England and Wales, whose registered company number is [ insert company number ] and whose registered office is [ insert address ] (Transferor); and [ insert name ], a company incorporated in England and Wales, whose registered company number is [ insert company number ] and whose registered office is [ insert address ] (Transferee), each of the Transferor and the Transferee being a party and, together, the Transferor and the Transferee being the parties. Background The Transferor is the lawful registrant of the Domain Name [ s ] described below. The Transferor has agreed to [ sell and ] transfer the Domain Name [ s ] to the Transferee, and the Transferee has agreed to [ buy and ] accept the registration of the Domain Name [ s ] in accordance with the terms of this Agreement... ...

This Q&A considers whether This Q&A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006)...

Procedure for forfeiting a residential lease Under forfeiture law, a landlord may terminate a lease by carrying out re-entry to the property. Re-entry can be achieved either by physically going back into the premises or by commencing and serving possession proceedings in the County Court or the High Court. However, where premises are let as a dwelling and are still occupied, a landlord is not permitted to forfeit by physical re-entry and must instead bring proceedings before the court...

For the purposes of this Q&A, we have not taken into account the EU–UK Trade and Cooperation Agreement (TCA), as it is not directly enforceable; it is for the UK to give effect to its terms (insofar as not already addressed by the European Union (Future Relationship) Act 2020). For further detail, see News Analysis: Implementing the TCA—business immigration implications. As the EU citizen employees fall outside the EU Settlement Scheme and are not eligible for a frontier worker permit, the main immigration options to review are: Intra-Company Skilled Worker Visitor T5 International Agreement Worker Each category is discussed in more detail below. Intra-Company routes The Intra-Company routes allow organisations with connected overseas entities to transfer certain staff to their UK offices. From 1 January 2021, these routes cover EEA and Swiss citizens as well as non-EEA citizens. Both routes require a minimum period of prior employment with the overseas linked entity. As the EEA citizens are engaged...