Statutory pre-emption rights meaning

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

The Companies Act 2006 (CA 2006) Allotments of shares and the removal of statutory pre-emption rights fall under the Companies Act 2006 (CA 2006). The framework varies with the nature of the company proposing the allotment (private or public, listed or unlisted) and whether it has a single share class or several. Further provisions also apply to listed companies and AIM companies. This Checklist explains the procedure for allotting shares and disapplying statutory pre-emption rights for private companies with more than one class of shares and for public companies that are unlisted. For an overview of allotment and issue, and of pre-emption rights as they apply to all companies, see Practice Notes: Allotment and issue of shares—introductory points and Pre-emption rights—general issues. For fuller, more detailed guidance on share allotments and pre-emption rights in relation to private companies with more than one class of shares and public unlisted companies, see Practice Notes: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies...

The Companies Act 2006 (CA 2006) Under the CA 2006, the allotment of shares and the disapplication of pre-emption rights are regulated. The rules vary by the type of company proposing the allotment (private or public, listed or unlisted) and whether it has a single class or multiple classes of shares. Extra requirements apply to listed companies and AIM companies. This checklist explains the procedure for allotting shares and disapplying statutory pre-emption rights for private companies with one class of shares. For general guidance on allotment and issue across all companies, and on pre-emption rights in general, see Practice Notes: Allotment and issue of shares—introductory points and Pre-emption rights—general issues. For more detailed guidance focused on private companies with only one class of shares, see Practice Notes: Allotment and issue of shares—private companies with one class of shares and Pre-emption rights on allotment—private companies...

In this issue: Public procurement Judicial review Brexit highlights Brexit SIs Post-Brexit transition guidance Constitutional and administrative law Equality and human rights State accountability and liability Information law Other public law news New and updated content Dates for your diary Trackers Useful information Public procurement Procurement Act 2023—key developments since the ‘go live’ From 24 February 2025, the principal provisions of the Procurement Act 2023 (PA 2023) took effect. Procurements started on or after that date are subject to PA 2023. Procurements initiated beforehand remain under the prior regime, namely the Public Contracts Regulations 2015 (SI 2015/102), the Utilities Contracts Regulations 2016 (SI 2016/274), the Concession Contracts Regulations 2016 (SI 2016/273), and the Defence and Security Public Contracts Regulations 2011 (SI 2011/1848). Our analysis sets out key points and developments a little over six months after the PA 2023 ‘go‑live’, together with market insight and reflections from several of...

Wood and another v Desai and another [2024] EWHC 1893 (Ch) What are the practical implications of this case? From a practical standpoint, the outcome is vexing, as it uncovers a lacuna that could have been remedied almost a hundred years ago. The judgment observes that Re Harrington Motor Co Ltd, ex p Chaplin [1928] Ch 105 was viewed by the Court of Appeal as highly unsatisfactory, prompting the Third Party (Rights Against Insurers) Act 1930, which paved the way for today’s TP(RAI)A 2010. Under that statutory scheme, had the company been insolvent at the moment the pay-out was obtained, the respondents would have been within cover and able to receive the funds (assuming they proved their claim). Here, however, the matter fell between the stools: the pay-out was made before the company qualified as a relevant person for the purposes of TP(RAI)A 2010, and only afterwards did the company tip into insolvency. Some modest legislative refinement might yet be warranted to seal this loophole. That result disadvantages...

AP v JP and another [2024] EWHC 1197 (Fam) What are the practical implications of this case? The court characterised this as an ‘unfortunate’ and ‘unusual’ matter, the intricacy of which justified appointing an advocate to the court to assist. AP’s difficulties in securing legal recognition of his and JP’s ongoing relationship arose squarely from the terms of MCA 1973, s 11 as they applied at two particular moments in time. First, in 2009—the date of their initial marriage ceremony—MCA 1973, s 11(c) expressly provided that any purported marriage between two people of the same sex was void. That statutory bar in turn fundamentally unravelled AP’s first application, issued in 2018, for a declaration under section 55(1)(a) of the Family Law Act 1986 (FLA 1986) that the 2009 marriage was ‘at its inception a valid marriage’ (emphasis added). In short, the outcome flowed from the statute’s position at those times and the legal consequences it imposed on AP’s efforts at recognition...

Pre-emption rights on allotment Pre-emption rights on allotment provide every shareholder in a company with a means to guard against dilution of their percentage stake where this could result from a share allotment, the issue of rights to subscribe for shares, the conversion of securities into shares, or a disposal of treasury shares by that company. This Practice Note addresses the pre-emption rights applicable to an allotment of equity securities by a public company that is neither a listed company nor an AIM company (that is, an unlisted public company), as prescribed in the Companies Act 2006 (CA 2006). Close attention should be paid to the breadth of those statutory pre-emption rights, because an unlisted public company must observe them to the extent that they have not been disapplied, varied, waived, or excluded and ensure that it complies with them to that extent...

Introduction This Practice Note is part of our LLB Contract Law suite, aimed at students. In contract law, a vitiating factor is something that damages the legal validity of the consent needed for a binding agreement. One such factor is misrepresentation, where one party makes a false statement to another. This Practice Note outlines misrepresentation in English contract law, showing how inaccurate pre-contract statements undermine real consent and render contracts voidable rather than void. It sets out the elements of an actionable claim (a false statement of fact or law, inducement and attribution), separates fraudulent, negligent and innocent misrepresentation, and reviews the key cases alongside the Misrepresentation Act 1967. Particular emphasis is placed on remedies, especially rescission and damages, and on the equitable bars to rescission (affirmation, lapse of time, impossibility of restitution, third-party rights and judicial discretion). Throughout, it brings together judicial reasoning, policy considerations and exam-focused guidance, illustrating how modern case law balances fairness to the misled party with certainty in commercial transactions. Overview Definition and...

This Practice Note examines the enforcement of standard security over heritable property in Scotland. Legal framework The regime governing enforcement of standard securities sits in, and is derived from, Part II of the Conveyancing and Feudal Reform (Scotland) Act 1970 (CFR(S)A 1970). The statutory framework originally set out in the CFR(S)A 1970 has been significantly modified for securities over properties used for residential purposes, principally by the following: Mortgage Rights (Scotland) Act 2001, and Home Owner and Debtor Protection (Scotland) Act 2010 When considering enforcement of any standard security, the reference point is the security instrument itself and, in particular, the operation and application of the ‘Standard Conditions’ contained in CFR(S)A 1970, Sch 3. From an enforcement standpoint, normally the key Standard Conditions to note in practice are: Standard Condition 9—which defines the circumstances in which a debtor is to be treated as being in default, and Standard Condition 10—which describes the creditor’s suite of rights once...

DISAPPLICATION OR MODIFICATION OF PRE-EMPTION RIGHTS—ALLOTMENT OF EQUITY SECURITIES GENERALLY 1 [ Without affecting the article [ insert cross-reference to any article disapplying or varying the statutory pre-emption rights in accordance with CA 2006, s 569 ] ] [ , in OR In ] pursuant to sections 570 and 573 of...

Add new definitions to Article 2.1: Allotment Notice – Article 9.1; Allotment Shares – Article 9.1.1; Issue Price – Article 9.1.2; Proposed Allottee – Article 9.1.3. Add new Article 9 and renumber document accordingly: Unless prior Investor Consent or a section 283 special resolution provides otherwise, before any share allotment the Company must send an Allotment Notice to each Investor stating: one class and number of Allotment Shares; the Issue Price; the Proposed Allottee; and other material terms. Articles 15.2–15.7 apply as if Transfer Notice/Sale Shares/Sale Price read Allotment Notice/Allotment Shares/Issue Price; and with these deletions: in 15.2 “the Company and/or”; in 15.3 “(other than the Proposed Transferor)”; in 15.7 “to the Proposed Transferor and”; plus in 15.7 the term “Proposed Transferor” becomes “the Company”. If, after applying Article 9, Allotment Shares remain, within three months the Company shall allot the balance to the Proposed Allottee at not less than the Issue Price. Article 9 does not apply to employee share option schemes, re‑issues...

DISAPPLICATION OR MODIFICATION OF PRE-EMPTION RIGHTS—ALLOTMENT OF EQUITY SECURITIES OF THE SAME CLASS AS THE COMPANY’S EXISTING CLASS OF SHARES 1 In line with section 569 of the Companies Act 2006, the Company’s directors are empowered to allot equity securities (as that term is defined in the Companies Act 2006) of the same class as the Company’s existing class of shares for cash, as if section 561 of the Companies Act 2006 [ did not apply to any such allotment OR applied to any such allotment with such amendments as the directors may decide ]...

Section 38 agreements These agreements fall under section 38 of the Highways Act 1980; refer to Practice Note: Highways—adoption agreements. There is no statutory route by which agreements can be ended or ‘cancelled’. However, a section 38 agreement may, in principle, be altered by a deed of variation, but this requires consent of all parties to the original agreement...

Trespasser or oral tenancy Given the circumstances and the length of time she has been there, it is improbable that the sister in law is occupying as either: a trespasser (albeit a tolerated one); or under a lease, since a lease may only be created orally where: the term does not exceed three years, it is not of an incorporeal hereditament, it takes effect in possession, and it is at the best rent reasonably obtainable without taking a fine. See the Law of Property Act 1925, ss 52 and 54, and our Q&A. A landlord let a property on an assured shorthold tenancy starting 4 May 2015 for a fixed term of six months. Rent falls due on the 4th day of each month. No deposit was taken and the tenants have committed no breaches. Unfortunately, there is no written tenancy agreement. The clients now wish to recover...

If an employee dismissed by reason of redundancy is invited to return to their former post, or to take up another position (with the same employer or an associated employer), and they resume work within four weeks of the previous employment ending, they are treated as not dismissed and have no entitlement to a redundancy payment (section 138(1) of the Employment Rights Act 1996 (ERA 1996)). For more detail, see Practice Note: Renewal of contract, re-engagement and trial periods. On whether an employee’s continuity of employment is preserved during the interval between the old role ending and the new role commencing in those circumstances, see, generally, the following Practice Notes: Continuity of employment How to determine continuity of employment Working out an employee’s period of continuous employment with an employer is relevant to qualifying for certain statutory rights under the Employment Rights Act 1996 (ERA 1996). There is a prescribed approach to calculating continuity that overrides any agreement between employer and...