Special resolution 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...

ARCHIVED This Checklist is archived and is not maintained or updated. It considers how UK courts would apply Regulation (EU) 1215/2012, Brussels I (recast)—which concerns the allocation of court jurisdiction for civil and commercial matters—if the UK were to leave the EU on exit day without a deal, the so‑called ‘no deal Brexit’ scenario. ‘Exit day’ has the meaning given by section 20 of the European Union (Withdrawal) Act 2018. The Checklist reviews the Regulation’s jurisdictional articles and evaluates whether the UK courts will apply them and, if so, in what way. The outcome varies depending on whether proceedings are started before exit day (with the jurisdictional issue decided afterwards) or initiated after exit day. The principal UK instrument is the Civil Jurisdiction and Judgments (Amendment) (EU Exit) Regulations 2019, SI 2019/479. Coming into force on exit day, it includes a range of savings provisions and modifications to Regulation (EU) 1215/2012, Brussels I (recast), alongside amendment and revocation of specified UK and EU legislation. For details of the legislation...

This Checklist sets out three principal tables: Matters designated as ordinary resolutions under the CA 2006 Resolutions that are commonly approved as ordinary resolutions Ordinary resolutions that must be filed with Companies House Ordinary resolutions The Companies Act 2006 (CA 2006) identifies specific matters that must be decided by ordinary resolution (that is, a simple majority) of a company’s members, for example the removal of a director. CA 2006 also sets out matters that must be achieved by special resolution of the company, or where a 75% threshold applies. Where CA 2006 requires that something is to be done by passing a resolution but does not state the category of resolution, an ordinary resolution will be sufficient, unless the articles of association require a greater majority or unanimity...

Special resolution regime for central counterparties Consult Practice Note: Special resolution regime for central counterparties. For a summary of the special resolution...

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Austen Hays announced it has filed a claim in the High Court, asserting that Grindr violated data protection rules by unlawfully handling and disclosing users’ 'highly sensitive' medical information to third parties without permission. According to the firm, advertising partners including Localytics and Apptimize received private data from Grindr’s users between May 2018 and April 2020, and potentially for a longer period, the firm added in its claim. Founded in 2009, the app calls itself 'the largest social networking app for gay, bi, trans and queer people', claiming 'millions of daily users' who use its location-based technology to connect across more than 190 countries. Austen Hays said the breaches enabled a 'potentially unlimited number' of third parties to direct advertisements at users and tailor those promotions. These third parties either delivered adverts themselves or operated as so-called adtech intermediaries, with the potential to pass data on to additional entities. The allegations concern data protection law...

Allocation of jurisdiction within the UK under the CJJA 1982 This Practice Note explores how jurisdiction is apportioned across the UK under the Civil Jurisdiction and Judgments Act 1982 (CJJA 1982). It examines the scope of that regime and the conditions that must be satisfied for it to apply, and considers its interaction with Regulation 1215/2012, Brussels I (recast) (the Regulation). It sets out the primary rule together with the departures from it, and, lastly, addresses forum non conveniens in this setting. The CJJA’s intra-UK jurisdiction framework is designed to furnish rules allocating jurisdiction inside the UK itself. Distinct rules and factors arise when assessing whether UK courts possess jurisdiction over a claim that contains an international dimension. The UK comprises four countries, yet there are only three legal jurisdictions, and CJJA 1982, s 50, describes each as ‘parts of the UK’. England and Wales Scotland Northern Ireland Practitioners in England engaged in cross-border disputes must be cognisant of a range...

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...

Practice Note Use this Practice Note to identify the governing law before the courts of England and Wales for harmful events that took place between 11 January 2009 and 31 December 2020. Where incidents happened outside those dates, the UK courts will apply an alternative choice-of-law regime, and the regime engaged turns solely on the date of the occurrence. If the date falls outside that span, a different regime applies, selected by reference to timing of the event. For direction on those regimes and how they interrelate, see Practice Note: Applicable law regimes. It summarises the special rules governing particular heads of claim under Regulation (EC) 864/2007 on the law applicable to non-contractual obligations (Rome II). The topics include product liability, unfair competition and restraints on free competition, environmental harm, intellectual property (IP) rights, industrial action, unjust enrichment, negotiorum gestio—i.e. agency without authority, and culpa in contrahendo—fault in forming a contract, as well as insurance...

Special resolution That the Company’s articles of association be revised accordingly by [ outline the method by which the articles of association are to be revised ]...

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

Company number : [ insert number ] The companies act 2006 A [ Private OR Public ] company limited by shares Resolution[S] relating to [ insert company name ] [ Limited OR Plc ] (the Company) During an annual general meeting of the Company, duly convened and held on [ insert ...

General principles—privilege and confidentiality One of the trickier problems a practitioner encounters during litigation, especially at the disclosure stage of proceedings, is protecting a client’s confidential documents and information from review by other parties and from being put before the court. A principal way to secure protection for material relevant to a dispute is to assert that it is privileged. Once it is established that a document is privileged, the holder acquires a right to refuse inspection of that document. For wider guidance on the meaning and effects of privilege, see Practice Note: Privilege—general principles. Crucially, merely labelling a document ‘privileged’ does not settle its status. To benefit from this special protection—allowing a client to maintain confidentiality and withhold inspection of a relevant document—the criteria for one of the recognised forms of privilege must actually be satisfied (see below). More generally, for a claim to privilege to be effective, the document must remain confidential; that is, it must not have become publicly available, or otherwise available to the other...