Special business meaning

Special resolutions The Companies Act 2006 (CA 2006) identifies particular business that must be approved by the company’s members (or any class of them) by special resolution, meaning a majority of not less than 75%, or by holders of at least 75% of the shares, or of a class of shares. Where a written resolution is intended to be a special resolution, it will only take effect as such if it expressly states that it is proposed as a special resolution. See Practice Notes: Member resolutions and Written resolutions for further information on shareholder resolutions and written resolutions. This threshold applies whether considering all members or a single class...

How to use this Checklist Establishing a website can deliver substantial advantages for a business’s online presence. However, in the process a business may face infringing behaviour by competitors or others, including AI-enabled scraping of content. This Checklist sets out the main matters to weigh up when handling or acquiring website materials—such as programme code, text, graphics, images and multimedia. Pinpoint intellectual property rights (IPRs) and ownership; technical protection measures (TPMs); terms of use; special contractual terms; monitoring; copyright policy; data privacy; intellectual property notices; taking action against infringers; domain names. It does not address issues relating to website development, compliance or management, nor the use or upload of user-generated content. If dealing with website development or with website management and compliance, see: Practice Note: Website design and development Websites and the internet—issues to consider—flowchart Website terms and conditions—checklist, and Website development agreement—checklist The third...

Matter to be considered or step to be taken Reference to relevant section(s) of Companies Act 2006 (CA 2006) and/or relevant material Tick box when step complete or matter considered Preparing to change the company's name and preliminary checks [ ] Confirm the proposed company name is permissible under the legislation cited: CA 2006, ss 53–76; The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, SI 2015/17; The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014, SI 2014/3140. [ ] Ensure the proposed company name is free by searching the public register (Company names and business names). [ ] Examine the articles of association to identify any alternative mechanism to a special resolution for altering the company’s name. References: CA 2006, s 78; CA 2006, s 79; Changing a company's name—flowchart. Procedure for changing the name of the company If the articles prescribe a different method for changing the...

Higher Regional Court Düsseldorf , decision of 17 June 2024, 26 W 7/24 What are the practical implications of this case? Although the Higher Regional Court Düsseldorf reaffirmed the established approach of German courts to (anti-) anti-suit injunctions, the ruling gains special significance because it addresses Russia. During the last two and a half years, the EU has introduced sweeping sanctions on Russia following Russia’s war of aggression against Ukraine. Since then, arbitration proceedings brought by EU entities against their former Russian business partners have grown significantly. To offset EU sanctions and safeguard their positions, Russian parties possess a potent tool: Articles 248.1 and 248.2 of the Arbitration Procedural Code of the Russian Federation confer a right to seek an anti-suit injunction where foreign arbitration has been commenced against a Russian respondent and either that respondent’s access, or the access to justice of persons involved, is hindered by restrictive measures at the chosen seat of arbitration. In effect, these rules enable Russian parties to unilaterally erode arbitration agreements...

In this issue: Horizon scanning Recruitment Public sector Pay Tax Protected characteristics Equality of terms (equal pay) Whistleblowing Employee duties and restrictions on competition Unfair dismissal Employment Tribunals Dates for your diary Trackers New Q&As Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning Government U-turns on day-one unfair dismissal rights and announces compensation cap ‘will be lifted’ On 27 November 2025, the Department for Business and Trade (DBT) confirmed that, following a round of ‘constructive conversations’ with trade unions and business representatives, the discussions settled on a ‘workable package’: shortening the unfair dismissal qualifying period from two years to six months, while preserving existing day-one protection against discrimination and for automatically unfair reasons for dismissal. To reinforce these safeguards, the government further pledged that any alteration to the unfair dismissal qualifying period will only be possible through primary legislation,...

Restructuring & Insolvency weekly highlights—27 November 2025 In this issue: Key R&I law developments Insolvency litigation Restructuring Directors and insolvency The office-holder Financial institutions R&I in Scotland Daily and weekly news alerts Key dates for restructuring and insolvency professionals New content New Q&As Key R&I law developments Budget 2025—key Restructuring & Insolvency announcements On 26 November 2025, the Chancellor of the Exchequer, the Rt Hon Rachel Reeves MP, set out measures of note for restructuring and insolvency practitioners. Plans cover business rates changes, hiring extra Insolvency Service staff to combat abusive phoenixism and rogue directors, the creation of the Public Authorities Fraud Investigation and Enforcement Service, and adjustments to National Insurance Contributions. See: LNB News 26/11/2025 65. Council of the EU agrees directive harmonising insolvency law across member states Negotiators for the Council of the EU and the European Parliament have reached a provisional deal on a directive aligning...

Introduction to Musharaka—a profit and loss sharing instrument of Islamic finance At the heart of Islamic finance lies the maxim ‘no profit without risk’, ie no person should realise a gain unless they bear some degree of risk. This concept is most clearly shown through the application of profit and loss sharing instruments. For further detail on this principle, see Practice Note: Key principles of Islamic finance. This Practice Note examines Musharaka, an Islamic finance technique originally founded on profit and loss sharing and broadly analogous to a conventional partnership arrangement. In straightforward terms, a Musharaka is a partnership customarily entered into by two or more parties, not necessarily for a fixed term, and most commonly for the purpose of undertaking a business venture. In a typical Musharaka, each participant makes a capital contribution to the venture and profits and losses are shared between them. A comparable Islamic finance arrangement premised on the same profit and loss sharing rule is Mudaraba, a special form of partnership in which only...

This Practice Note looks at the tasks of pinpointing and interviewing potential witnesses, working with them on their witness statements, and supporting them to give evidence in court. For direction on preparing trial witness statements in the Business and Property Courts, see Practice Note: Trial witness statements in the Business and Property Courts under CPR PD 57AC. It should also be read alongside Practice Note: Courts’ power to manage factual evidence, which explains the courts’ authority to control factual evidence under CPR 32.1 and CPR 32.2(3). Choosing witnesses Witness testimony at trial can be decisive for the success or failure of a claim or the defence of it. This Practice Note outlines how to collaborate effectively with a witness when preparing such evidence. Importance of planning witness evidence In claims that turn mainly on facts, outcome may hinge on whether a particular witness is regarded as credible by the court. Securing witness evidence should be considered at a very early point in the proceedings...

The way consideration payable for buying shares is arranged is rarely simple or linear, and can vary considerably. In many situations payment is postponed, deferred, or made conditional on a particular contingency being satisfied. Selling shareholders will look to maximise the overall price for their shares while also seeking to limit, so far as possible, any tax on disposal by: making full and efficient use of available reliefs to cut or remove any charge, and/or delaying the point in time at which any such tax becomes due However, where the consideration is deferred, the seller can become liable to tax immediately on an amount not yet received (a ‘dry’ tax charge). In calculating chargeable gains, no discount is usually allowed in respect of any consideration that is ascertainable at the date of disposal, even where it is: deferred subject to a contingency, or at risk of not being received for any reason Where any deferred...

Applicant: [ NAME OF WITNESS ] First witness statement; Dated: [ insert ] — Exhibit: [ XX1 ] — Court ref. no: [ INSERT COURT REF. NUMBER ] [ IN THE HIGH COURT OF JUSTICE ] Business and Property Courts [ of England and Wales ] [ in [ INSERT LOCATION ] ] [ Company & Insolvency List (ChD) ] Or [ in the County Court at [ INSERT LOCATION ] ] [ Business and Property Courts List ] Or [ in the High Court of Justice ] [ Chancery Division ] In the matter of [ INVESTMENT BANK NAME ]; in the matter of the Investment Bank Special Administration Regulations 2011; and in the matter of the Insolvency Act 1986 WITNESS STATEMENT OF [ WITNESS NAME ] I, [ witness name ], being a director [ and chairperson ] of [ investment bank name ] of [ investment bank address ], state as follows: I serve as [...

Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...

PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY This legally enforceable agreement is between you (the ‘Licensee’) and us (‘[ INSERT LICENSOR COMPANY NAME ]’, ‘Licensor’, ‘we’ or ‘us’). It grants you a licence (the ‘Licence’) for the [ INSERT NAME OF SOFTWARE (INCLUDING THE VERSION AND LATEST RELEASE NUMBER AND A BRIEF DESCRIPTION IF REQUIRED) ], together with any complimentary Updates, Upgrades, patches, fixes or workarounds issued by the Licensor under this Licence, and all related data, media or documents (collectively, the ‘Software’). For clarity, this Licence does not constitute a sale of the Software; we remain the sole and beneficial owners of the Software at all times. BY SELECTING ‘ACCEPT’ AT THE CONCLUSION OF THIS LICENCE, YOU CONFIRM THAT YOU AGREE TO THE TERMS BELOW, WHICH WILL BIND YOU AND ANY AUTHORISED LICENSEES WHEN ACCESSING, DOWNLOADING OR USING THE SOFTWARE. PLEASE PAY SPECIAL ATTENTION TO THE LIMITATIONS OF LIABILITY SET OUT IN CLAUSE 10. THIS IS A BUSINESS-TO-BUSINESS LICENCE AND IS NOT INTENDED FOR CONSUMERS. YOU SHOULD...

In financial remedy proceedings, it is usual for one party to earn on a self-employed footing as a sole trader in practice. Instead of using a separate legal personality, for example a company acting as the primary earning vehicle and paying salary and dividends, they trade in a chosen style or their own name and settle personal income tax on profits. Business costs are set off in the ordinary manner, and accounts are normally drawn up for this very purpose. Some sole traders simply run income and outgoings through a personal bank account, while others prefer to operate from a separate, dedicated business account...