Director’s service contract meaning

In this issue: New technologies Information technology Internet Advertising, marketing & sponsorship LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information New technologies Futureproofing AI contracts The speed at which artificial intelligence (AI) advances is continually increasing. A wave of enacted and forthcoming regulations aims to address the risks and challenges arising from developing and deploying the technology. This shifting landscape places demands on contract lawyers to ensure AI solutions used in service delivery are properly supported and evolved so they stay safe, secure, technically current, and compliant with the law. As customers’ needs can change at pace, the capacity to amend agreements or change suppliers is therefore vital. A range of safeguards and procedures can be embedded to ‘futureproof’ contracts and protect the interests of both suppliers and customers. Written by Peter Mason, legal director, and Marcus Bagnall, partner at Wiggin...

Restructuring & Insolvency weekly highlights—18 December 2025 In this issue: Corporate insolvency processes Personal insolvency Restructuring Directors and insolvency Insolvency litigation Property insolvency Tax and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New content Restructuring & Insolvency Highlights 2025/2026 Corporate insolvency processes Judgment Alert: Perhar v Freestone [2025] EWHC 3284 (Ch) The Chancery Division refused an application contesting the administrators’ appointments. The applicant, a director of Sustainable Bathroom Company Ltd, had secured a trade finance facility with Synergy in Trade Ltd (Synergy) to support a substantial order, granting a qualifying floating charge by debenture (the Debenture). Monies due under the order were mistakenly paid into the wrong account and were diverted to meet personal liabilities, instead of first repaying Synergy as required by the contract. After issuing repayment demands by letter and email for £376,291, Synergy proceeded in June 2023 to appoint administrators under paragraph...

In this issue: Corporate insolvency processes Personal insolvency Directors and insolvency Financial institutions R&I in Scotland Daily and weekly news alerts Key dates for restructuring and insolvency professionals New Q&As Corporate insolvency processes Interpreting the term ‘premises’ in relation to a contested winding-up petition (Odeon Arcade Ltd v Smartestenergy Business Ltd) Here, the court was required to interpret paragraph 3(1) of Schedule 6 to the Electricity Act 1989 (EA 1989) when considering a bid to prevent the advertisement of a winding‑up petition. It decided there was no basis to read the term ‘premises’ in that provision as ‘the whole premises’. Consequently, any deemed contract(s) under that paragraph of the EA 1989 is between the supplier and the person(s) actually taking the supply. Accordingly, liability tracks usage rather than ownership, save where the premises are vacant. The owner of the whole premises (in this case, the freeholder) would be responsible for the charges only...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

Court of Appeal—professional negligence ARCHIVED : This Practice Note has been archived and is not maintained. The Court of Appeal upheld an appeal in a claim against solicitors, holding that the loss of a chance head of damage was too remote. At first instance, the judge concluded that Lewis Silkin LLP had fallen below the required standard by not advising their client to include a jurisdiction provision in his employment agreement with a franchisee involved in the Indian Premier League’s Twenty20 competition. Because no jurisdiction clause appeared in the contract, when the client later issued proceedings against the franchisee over a severance entitlement, he faced jurisdictional challenges (ultimately dismissed) brought by the franchisee, which postponed his obtaining judgment for £10 million in severance. The client’s case was that, with proper advice on jurisdiction, the contract would have contained an exclusive jurisdiction clause. On that footing, he said, he would have secured judgment for the severance sum sooner (as there would have been no hold‑ups arising from jurisdiction objections) and...

ARCHIVED: This Practice Note is retired and is no longer maintained...

This Agreement is executed on [ date ] Parties 1 [ Name of company ] , a company constituted in [ Scotland ] bearing registered number [ number ] with its registered office at [ address ] (the Company ); and 2 [ Name of employee ] , of [ address ] ( you )...

Ordinary resolution [ That the clause within the service contract proposed to be concluded between the Company and [ insert name of director ] stipulating that the period during which their employment [ [ shall continue OR could be continued ] otherwise than at the...

ORDINARY RESOLUTION [ That the clause within the service contract proposed to be concluded as between the Company’s subsidiary, [ insert name of subsidiary ], and [ insert name of director ], stipulating that the duration during which their employment therein [ [ shall continue OR may be extended ] other than at the instance...