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This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...
This Checklist This Checklist outlines the matters that legal representatives should weigh when advising a client about identification procedures under the Police and Criminal Evidence Act 1984, Code of Practice D (PACE Code D), and it ought to be read alongside the Practice Note: Advising a suspect on identification procedures. The legal representative should consider the following: Is the identification contested? Would an identification procedure fulfil a 'useful purpose'?...
This Checklist This checklist should be read alongside Practice Note: Starting an appeal in the Court of Appeal Criminal Division (CACD). In certain matters, appeals may proceed alleging ineptitude by former legal representatives. Even so, counsel are obliged to verify that their client’s assertions are well-founded before launching an appeal on that footing. In light of the Court of Appeal’s rulings in R v Lee, R v McCook and R v Achogbuo, where new solicitors or new advocates are instructed, they must, before settling and lodging the grounds of appeal, make targeted inquiries of the representative(s) who appeared and acted at the trial or plea hearing to confirm that the factual basis underpinning each actual or prospective ground is accurate. Where required, further measures should be taken to secure objective, independent evidence to corroborate that factual basis. These obligations on fresh representatives (the McCook duties) are not confined to conviction applications; they extend equally to sentence appeals. Counsel should reflect on the above duties, as set out in those...
the Ali Abdullah Ali Alesayi Will Establishment v Alesayi [2023] EWHC 3150 (Ch) What are the practical implications of this case? This ruling reaffirms the court’s method when assessing whether a party has standing to advance proceedings on behalf of a deceased person’s estate. The distinction between an executor and an administrator The action might have been issued by an executor; however, the claimant was not identified in the Proof of Will, so it could not act as executor. Acting instead as administrator, the claimant needed an English grant of representation to possess the necessary locus to commence the claim. Claims by legal entities treated the same as claims brought by individuals The claimant company had been formed as the ‘parent holding entity’ to receive assets transferred under the deceased’s Proof of Will. The court determined that bringing the claim through a corporate vehicle, rather than a natural person, did not warrant any different treatment when characterising the causes of action pursued. The claimant...
In this issue: Individuals and income tax Employment taxes Budgets and Finance Bills Companies and corporation tax International Tax compliance and administration Daily and weekly news alerts New and updated content Latest Q&A Dates for your diary Trackers Useful information Individuals and income tax High Court allows taxpayer to pursue judicial review regarding his historic domicile status (Aubrey Weis v HMRC). As noted in last week’s highlights, in Aubrey Weis v HMRC [2025] EWHC 2479 (Admin), the High Court accepted the claimant’s request to extend the deadline for issuing judicial review proceedings against HMRC and approved permission for the matter to go forward to a full hearing. The case turns on the taxpayer’s historic domicile and whether he held a legitimate expectation that HMRC would treat him as non-UK domiciled, so that his overseas income and gains would be assessed on the remittance basis. See News Analysis: High Court permits taxpayer to...
Market Standards Trend Report—Trends in UK public M&A in Q1 2024 Background and approach Market Standards has undertaken analysis to identify prevailing patterns in UK public M&A. This update draws on the Market Standards transaction data analysis tool, which enables users to access, analyse and compare the distinctive features of numerous corporate transactions. It follows our Market Standards Trend Report—Trends in UK public M&A in 2023, in which we assessed firm and possible offers announced in 2023. For this iteration, we reviewed activity from 1 January 2024 to 31 March 2024 (Q1 2024). While we have set these findings alongside the preceding quarter (1 October 2023 to 31 December 2023) and the equivalent period in 2023 (1 January 2023 to 31 March 2023), firm conclusions will only be possible once the 2024 full-year trend report is complete. In total, we considered 31 transactions within the scope of the Takeover Code (the Code): 13 firm offers (9 involving Main Market companies and 4 involving AIM companies), together with...
Because a corporation (body corporate) lacks a physical presence, it must designate an individual to attend and act on its behalf at a company’s general meeting where it holds shares. This can be achieved by appointing one or more people to serve as: its proxy; or its corporate representative For guidance on proxies, see Practice Notes: Appointing a proxy and Voting by proxy. For comprehensive information on voting at general meetings, see Practice Note: Voting at general meetings (including AGMs), and for guidance on hybrid or virtual meetings, see Practice Note: How to call and hold an effective hybrid general meeting. Why appoint a corporate representative rather than a proxy?...
This Practice Note forms part of a multi-jurisdictional guide outlining essential aspects of establishing specific business entities across global jurisdictions. Leading law firms in the Multilaw worldwide network respond to key questions on this topic. This edition sets out principal considerations when creating a representative office in Thailand. Current as at 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm. Common entities Which entity type is addressed here, and which other commonly used forms are covered in separate responses? This response concerns the representative office. The public limited company and the private limited company are discussed in distinct responses. Identify other entity types that exist in this jurisdiction but are not covered at this time: Regional office Limited liability partnership General principles What is the principal source of law authorising this entity? Regulations of the Office of the Prime Minister B.E....
This Practice Note sits within a multi-jurisdictional guide that covers the key elements of establishing particular business entities worldwide. Leading firms in the Multilaw global network respond to core questions on the subject. This guide outlines the principal issues when setting up a private limited company in Cambodia. Current as of 23 July 2024. Author: Jay Cohen and Mealtey Oeurn, Tilleke & Gibbins, a Multilaw member firm... Common entities What form of entity is the subject of this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in another questionnaire? Private limited company (Kromhoun Elachon Tortoul Khos Trov Mean Komrith) (subject of this response)... Identify other entity types in your jurisdiction that exist but are not covered by a questionnaire at this time: General partnership (Kromhoun Sahakkramaseth Toutov) Sole proprietorship (Sahakreas Ekbokkol) Branch (Sakha Kromhoun) Representative office (Kariyealy Tamnang Peanechchokam) Public limited company (Kromhoun Mohachun Tortoul Khos Trov Mean Komrith) Limited...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...
Company number : [ insert number ] [ insert company name ] [ Limited OR PLC ] (the Company). During a convened meeting of the Company’s board of directors on [ insert date ], the board approved the following resolution: That [ [ insert name of single corporate representative ] OR the following persons ]...
[ insert company name ] [ LIMITED OR PLC ] (the Company) At a meeting of the Company’s board on [ insert date ], it was resolved that [ [ insert name of single corporate representative ] OR the persons named below ] are appointed as the Company’s corporate representative[ s ] [ for the shares shown next to each name ] to act for the Company [ in person or by remote electronic means ] at the annual general meeting of [ insert company name ] PLC on [ insert date ] at [ insert time ] at [ insert address ] [ , and also via the electronic facilities available through [ insert URL of virtual meeting platform ] (the Virtual Meeting Platform ) ] [ : OR . ] Name Shares [ insert name of multiple corporate representative ] — [ insert number and class of shares for which the representative is appointed ] I certify this is a...