Directors (Code definition) meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

When appointing and removing pension trustees: Make sure the authority to appoint or dismiss trustees is always exercised solely for a legitimate and proper purpose. Carefully review the trust deed and rules, confirming that every appointment, removal or retirement of a trustee is carried out strictly in line with those documents. Where a company serves as sole trustee, refer to the company’s articles and ensure directors are appointed, removed or retire strictly in accordance with those provisions. Identify whether any restrictions apply to the appointment or removal of trustees—for example, a minimum or maximum number—and make certain the proposed action does not contravene any such restrictions...

General checklist What follows is a checklist highlighting matters that a solicitor representing a company’s administrator (and, in some pre-appointment cases, the directors/company) disposing of a business and its assets ought to bear in mind when preparing a sale and purchase agreement (the Agreement). This checklist is suitable for both pre-pack scenarios and sales of the business and/or assets completed after administrators are in office. It is not comprehensive and, depending on the nature of the business, numerous additional points may arise. For further detail, see: Sale and Purchase of Assets—overview and Pre-packs—overview. We also, at points, refer to seeking information from the directors. That will not invariably be feasible, eg where the situation is hostile. Accordingly, if the directors are engaged, they should be able to provide the information and will often be best placed to do so; however, where the position is hostile, or if you act solely for the administrators, any enquiries should be directed to the administrators, or at least channelled via them to the...

Open or print a full-sized PDF copy:...

View or print a full-size PDF version:...

This flow chart outlines standard process to complete a transfer of certificated shares. Open or print a full-size PDF version:...

In this issue: Horizon scanning Directors Status and worker categories Cross-border, international and jurisdictional issues Recruitment Protected characteristics Prohibited Conduct (discrimination etc) Diversity and gender pay gap Maternity, parents and carers Financial services and banking: employment issues Data protection and employee information Bribery, modern slavery, tax evasion and fraud Employment Tribunals Scotland Ireland LexTalk®Employment: a Lexis®Nexis community Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Horizon scanning BTC launches call for evidence on Employment Rights Bill The Business and Trade Committee (BTC) has opened its first request for evidence for a new inquiry into the Employment Rights Bill (ERB). The inquiry will collect written and oral submissions to steer the Bill’s subsequent passage through Parliament and to gauge whether it is set to meet its stated aims. Written evidence should be submitted by Friday...

Thiel-Czerwinke and another (joint liquidators of Courtside Recycling Ltd) v Crabb [2024] EWHC 337 (Ch) What are the practical implications of this case? This ruling underlines the uncompromising obligation on directors to maintain trading records, and accepts that discarding or failing to retain them was, on these facts, a constituent part of the director’s fraudulent design. It also clarifies that once office-holders demonstrate that company assets or cash were transferred to a director, the absence of documents showing that the funds or property were applied for the company’s advantage renders the director liable to repay the whole amount to the company. That outcome applies even though the judge did not doubt that Mr Crabb did in fact use some of the cash when making payments for Courtside... What was the background? Mr Crabb served as the Company’s sole director; the business dealt in scrap metal. For the trading periods from August 2014 to February 2018, the Company submitted VAT returns declaring sales, net of VAT, totalling...

In Downtul Ltd [In Liquidation] v Companies Act [2025] IEHC 358, the Irish High Court imposed restrictions for a period of five years on two directors, after determining that they did not act prudently or have proper regard to the interests of Downtul Limited (the Company) as a distinct entity within a complex corporate arrangement. The decision underlines the intricate nature of directors’ obligations in group scenarios and the need to prioritise the interests of each separate company. As a result of the restriction order, the two individuals—each currently sitting on the boards of more than 100 Irish companies—are barred from acting as company directors for five years unless the relevant company has a nominal share capital of at least €100,000 (or €500,000 where the entity is a public limited company or an unlimited company). Background The individuals were directors of the Company, which leased a commercial premises later occupied and run as a Starbucks café by another company, Atercin. They also served as directors of Atercin...

This Practice Note on economic torts This note summarises, at a high level, the key differences when pursuing claims for lawful means conspiracy, unlawful means conspiracy, the tort of unlawful interference, and procuring a breach of contract. Practice Notes: Civil conspiracy claims (economic tort) Lawful means conspiracy (civil action) Unlawful means conspiracy (civil action) Economic tort of unlawful interference The tort of procuring a breach of contract Closely connected to procuring a breach of contract is the so‑called ‘Marex tort’, a cause of action founded on an alleged deliberate infringement by the defendant of the claimant’s rights in a judgment debt; see Practice Note: The Marex tort (interference with a judgment debt). These claims may (though need not) involve a fiduciary or agent, including company directors. For further guidance, see: Claims against directors—key considerations for dispute resolution practitioners Agency disputes Fiduciary Duties Fiduciary duties—remedies for breach Such causes...

What is a CVA? A company voluntary arrangement (CVA) is a form of insolvency that permits a company to enter a binding agreement with its creditors to compromise unsecured debts or otherwise agree how its affairs are handled. The directors continue to run the business, under the oversight of an insolvency practitioner. Retailers, particularly those with extensive property portfolios, frequently adopt so‑called ‘landlord CVAs’ to reset rental commitments and shut loss‑making stores. This note outlines how property law and landlord and tenant considerations may emerge under such a CVA. It highlights provisions commonly included in CVAs and explains how they tend to work in practice. Nevertheless, each CVA will vary according to the precise terms proposed. It is therefore vital to examine the CVA proposal carefully to assess its effect on creditors. This note does not provide detailed guidance on the mechanics of approving and implementing a CVA. For Practice Notes addressing the CVA procedure, see: Company voluntary arrangements—an introductory guide The CVA proposal and...

The Health and Safety at Work etc Act 1974 (HSWA 1974) sets out broad duties to protect the health and safety of employees and others affected by work. Not complying with these duties is a criminal offence, prosecutable in either the magistrates’ court or the Crown Court. For details of the duties under HSWA 1974, ss 2–7, see the following Practice Notes: Failure to carry out health and safety duties under HSWA 1974—offences Safety and the risk to safety under the Health and Safety at Work Act 1974 Employees' duties to take reasonable care for health and safety at work Directors’ duties for health and safety Health and safety law and the self-employed This Practice Note highlights those HSWA 1974 offences that can only be tried in the magistrates’ courts. Summary only health and safety offences The health and safety offences that are triable only in the magistrates’ court are: Breach of provisions relating...

[ Insert organisation name ] is proud of how we conduct our business. Our Code of ethics sets out the standards and policies that govern our operations and applies to everyone. Please read the Code carefully, make sure you understand it, and use it to guide your work. If you have any queries about the Code or its application, please speak with [ insert contact details ]. 1 What is fraud? 1.1 In broad terms, fraud is a criminal act involving deception or theft to secure an advantage. 1.2 The failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) covers a wide range of fraud offences carried out for the benefit of our organisation, including: fraud by false representation fraud by failing to disclose information fraud by abuse of position obtaining services dishonestly participation in a fraudulent business false statements by company directors false accounting fraudulent trading cheating the...

Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...

Strictly Private & Confidential Do not distribute beyond [ insert organisation's name ] [ group ] From: [ Head of Legal ] To: [ recipients ] Subject: Retention of documents and data To address any prospective information requests from [ regulators including the SFO, FCA or any other agency ], [ insert organisation's name ], together with any of its [ parent corporations, subsidiaries (‘[ insert organisation's name ] Group’) ] affiliates, predecessors, successors, general partners, limited partners, officers, directors, or employees, may need to supply specified documents and records concerning [ Project X ]. Therefore, until you receive further instruction, please refrain from amending, deleting,...

This Q&A This Q&A explores the steps administrators should take to contest a landlord’s attempt to forfeit a lease by peaceable re-entry, carried out unaware of an interim moratorium triggered by lodging a notice of intention to appoint administrators (NOI). An NOI is to be lodged by the directors or the company in advance of making an out of court appointment pursuant to Schedule B1, paragraph 22, of the Insolvency Act 1986 (IA 1986). This Q&A does not address a case where no NOI has been lodged. Where a company or its directors intend to appoint an administrator via the out of court route, they begin by filing an NOI, which imposes an interim moratorium under IA 1986, Sch B1, paras 44(2), 44(4). After the NOI is placed before the court, notice must also be served on the ‘prescribed persons’, including any party known to have levied distress against the company or its assets (Insolvency (England and Wales) Rules 2016, SI 2016/1024, r 3.23(4); IA 1986, Sch B1, para...

The general definition of ‘director’ is not exhaustive. Under the Companies Act 2006 (CA 2006), the term ‘director’ covers any person who holds the office of director, whatever title they go by. As a result, it spans both executive directors and non-executive directors (NEDs)...

For further information on this topic in general, see: National minimum wage—Eligibility Employment-related statutory rates and limits table Minimum wage compliance checklist Deductions from wages Some of the statutory exceptions to the right to receive the national minimum wage are outlined below. This response concentrates on the scenarios where the point most commonly arises. Workers only Only ‘workers’ are entitled to be paid the national minimum wage—see our Practice Note: Worker status—Definition of ‘worker’. Agency workers who would otherwise fall outside the definition of a ‘worker’ because they have no contract with either the supplier or the recipient of their services are nevertheless entitled to the national minimum wage. Home workers who might not otherwise be ‘workers’ owing to an absence of any personal obligation in the contract to carry out the work themselves are likewise entitled to be paid the national minimum wage. The genuinely self-employed are not entitled to be paid the national minimum...