Legal Practice Notes

This Practice Note This Practice Note sets out how a company secretary of a public or private company can be removed from office. It does not, however, address the manner of appointment or resignation of a company secretary in public or private companies; for those topics, see the Practice Notes: Appointment of a company secretary and Resignation of a company secretary. Neither the Companies Act 2006 ( CA 2006) nor the model articles include any provisions on the removal of a company secretary. The company’s articles of association......

Asset or share purchase agreements typically contain warranties and indemnities from the seller in favour of the buyer. A warranty is the seller’s confirmation that a stated fact is correct. For example, the seller may confirm that each property benefits from good, marketable title. In a share or asset purchase, property warranties usually appear alongside warranties on areas such as employment and tax or, alternatively, in a separate property schedule appended to the agreement; see Practice Notes: Warranties and indemnities—asset purchase and Warranties and indemnities—share purchase. An indemnity is a contractual undertaking by the seller to compensate the buyer for a specified liability that might arise in future. This Practice Note summarises the rationale for property warranties and indemnities in asset and share purchase deals, their features, practical considerations when acting for either party, and provides examples of property...

Pre-emption rights on allotment Pre-emption rights on allotment provide shareholders in the company with a means to guard against dilution of their proportional holding in that company, where this might arise from an allotment of shares, the granting of rights to subscribe for shares, or to convert securities into shares, or from a disposal of treasury shares by that company. This Practice Note explains the pre-emption rights applicable to a private company’s allotment of equity securities, as set out in the Companies Act 2006 ( CA 2006) in relevant detail. It is vital to consider with care the breadth of those statutory pre-emption rights fully. A private company must ensure it observes them to the extent that they have not been disapplied, varied, waived, or otherwise excluded expressly. There may additionally be pre-emption provisions contained in a private company’s articles of association or in any...

This Practice Note outlines the filings and notifications a company must make after a general meeting or annual general meeting ( AGM) concludes. It addresses the Companies Act 2006 ( CA 2006) obligations applicable to meetings of all companies, as well as the further obligations under the UK Listing Rules ( UKLR), the AIM Rules and the UK Corporate Governance ( UKCG) Code relevant to listed and AIM companies. See also: How to conclude matters after a general meeting (or AGM). General meetings Under the CA 2006, there are two types of members’ meetings: general meetings and AGMs. A public company is required to convene an AGM annually, within six months starting from the day after its accounting reference date. A private company has no annual obligation to hold an AGM, though it may elect to do so, and its articles may stipulate that an AGM is to be held...

Where two partners in a joint venture each hold an equal 50% stake in the share capital of the joint venture company ( JVC), that arrangement is commonly referred to as a deadlock, or deadlocked, joint venture. Under this structure, both parties must consent to any and all decisions to be taken by the JVC; where they fail to agree on a proposed course of action, no action is implemented and the status quo is preserved. When will deadlock be an issue?......

Parent company liability Being a parent does not, by itself, make a company answerable for a subsidiary’s acts or omissions. Each subsidiary bears its own corporate obligations, and any move to lift the corporate veil must be set out clearly and unambiguously in statute. That said, a parent may incur liability where its knowledge and capacity to step in are sufficient to impose a duty of care towards those harmed by the subsidiary’s conduct. In particular, if the parent holds ‘superior knowledge’ of the nature and control of specific risks, and knows of a ‘systemic failure’ within the subsidiary, a court may recognise such a duty. This is more likely where the subsidiary: has been dissolved has limited financial strength, and/or lacks insurance cover for the relevant category of damage or injury Those conditions may exist where the parent company: has assumed direct...

What is novation of a contract? At certain points, rather than transferring the benefit of a contract to a third party, the original counterparties may prefer to discharge their mutual obligations and, effectively, put the arrangement in place afresh, with the third party replacing one of them. This is the usual form of novation. When advising a client, you should understand the conditions for a valid novation and the implications for both the incoming party and the departing novation party once novation occurs, some of which might be avoided at the drafting stage. A Precedent: Novation agreement—long form is available. For a practical overview of novating commercial contracts with links to relevant precedents, see Practice Note: How to novate a contract. For this Practice Note, the parties to the novation are referred to as: remaining party—( A) outgoing party—( B) incoming party—( C) ......

Last updated 23 March 2026. This tracker reviews commercial companies joining the London Stock Exchange’s Main Market with a dual or multiple class share structure ( DCSS), where one share class carries weighted voting rights, and summarises the rights attached to those shares. A DCSS lets a founder shareholder keep voting control by giving enhanced or weighted rights to an unlisted share class or a special ‘golden share’. Listed companies with a dual or multiple class share structure The summary below outlines commercial companies that have listed on the London Stock Exchange’s Main Market with a dual or multiple class share set-up as set out below. Entries cover: the company; dates of key events; share structure and the holders of any weighted voting rights share(s) on admission; and a synopsis of the rights of weighted voting rights shares or any special share on...

This Practice Note delivers practical guidance on the valid execution of simple contracts and deeds by liquidators. A liquidation may be: insolvent (where a company cannot meet its debts or its liabilities exceed its assets), or solvent It may be initiated by court order (compulsory liquidation) or out of court (voluntary liquidation). For information on each type, see: Compulsory liquidation—overview Creditors' voluntary liquidation ( CVL)—overview Members' voluntary liquidation ( MVL)—overview Quick view The outline below summarises execution formalities relevant to liquidators and indicates where corresponding precedent execution clauses are located. For fuller detail, navigate to the document type via the links in the first column. Simple contracts: May be made by the company (see section 43(1)(a) of the Companies Act 2006 ( CA 2006)). Under the...

Practice Note This Practice Note sets out the principal practical factors to address when encountering a possible joint venture ( JV) dispute. It is applicable to every type of JV structure, with further points arising where the JV relationship is constituted through a joint venture company ( JVC). From the outset, indeed, recognise that embarking on a JV in the first instance ordinarily demands substantial planning and effort on the part of the JV participants, who have decided to partner with one another for mutual advantage, typically by pooling cost, resources and experience. When a dispute threatens, your client must reflect carefully and precisely on what it is trying to achieve and whether the ultimate objective is for the JV to continue, so as to capture the benefits of all the time and money invested in establishing it, or whether there are...

This Practice Note explores applicable law clauses—also called governing law clauses, proper law clauses or choice of law clauses. It explains why parties agree an applicable law clause and the key matters to weigh up. It also provides insight into circumstances in which parties may alter the applicable law clause in their contract, and considers whether floating applicable law clauses and stabilisation clauses are effective. For an introduction to applicable law, see Practice Note: Applicable law—a guide for dispute resolution practitioners. Contracts may include a single provision combining jurisdiction and applicable law. For guidance on jurisdiction clauses, see Practice Note: Jurisdiction agreements—introduction. What is an applicable law clause? An applicable law clause records the parties’ agreement, reached during contract negotiations, specifying which country’s laws the courts are to apply if a dispute arises between the contracting parties and proceedings are commenced that require a...

Types of security Under English law, four principal forms of security exist: Mortgage Charge Pledge Lien This Practice Note sets out: the nature of a charge (as contrasted with other security interests) the distinction between a fixed charge and a floating charge the asset classes commonly subjected to fixed charges perfection of fixed charges priority issues when taking a fixed charge The Note mainly centres on fixed charges. Practice Note: Floating charges offers fuller detail on floating charges, including factors to weigh when taking a floating charge, and matters of crystallisation and re-characterisation. Special rules govern agricultural charges; for details, see Practice Note: Agricultural charges under the Agricultural Credits Act 1928. Key takeaways Nature of a charge – it grants the secured creditor an equitable proprietary interest without passing title or possession, setting it apart from...

Guide to executing simple contracts across jurisdictions This guide explains the requirements for signing simple contracts in a range of international jurisdictions. A table gives a quick-reference snapshot of the execution formalities for companies, individuals and partnerships in different countries. Fuller commentary for each overseas jurisdiction listed in the table appears in the sections below. For guidance on the execution of deeds in various jurisdictions, see Practice Note: Execution of deeds—jurisdictional guide. For electronic signatures, see Practice Note: E-signatures—jurisdictional guide. For the formation of contracts, see Practice Note: Contract formation—jurisdictional guide. For executing documents under Scots law, see: Execution— Scotland—overview. Please note: this is an introductory resource only, and local advice from suitably qualified legal professionals in the relevant country should be obtained where appropriate. Summary table What are the requirements for companies when executing contracts? What are the requirements for...

This Practice Note provides practical guidance on the proper execution of documents by non- Companies Act corporations This Practice Note offers practical direction on executing documents correctly for corporations outside the Companies Act. Such corporations arise under statute, like local authorities and building societies. A corporation has a legal identity distinct from its members, enabling it to enter contracts, own property, and bring or face proceedings in its own name. Here, the focus is on corporations aggregate (groups of persons) rather than corporations sole (a single office-holder). The expressions ‘body corporate’ and ‘corporation’ are broad and include entities constituted by: Statute: including building societies, co-operative or community benefit societies (formerly industrial and provident societies), and friendly societies A general Act of Parliament: such as local government authorities, corporations overseeing public services and industries, bodies with general administrative and advisory roles, and certain entities carrying out special...

Drag along and tag along rights Drag along and tag along rights are staple clauses in private equity ( PE)/venture capital ( VC) and corporate joint venture ( JV) agreements and transaction papers for such deals within corporate JVs. Where a PE/ VC fund investor, or a shareholder in a corporate JV holding a specified majority of the shares, undertakes a sale of a controlling interest, a drag along right (also called a come along right) permits the selling majority to complete an exit by requiring the remaining minority shareholders to sell their shares as well to a bona fide third-party purchaser on broadly equivalent terms. Conversely, when a majority shareholder chooses to sell, a tag along right (sometimes termed a piggy back right) allows the minority to exit the PE/ VC fund or the JV by compelling the selling majority to procure that the...

This Practice Note explains how to bring to an end a partnership created under the Partnership Act 1890 ( PA 1890), addressing both technical dissolution and general dissolution. A partnership governed by the PA 1890 may come to an end by: dissolution, or insolvency What is dissolution? There is no statutory definition of ‘dissolution’ for a partnership, but the term is used to denote the cessation of the partnership relationship. Despite a dissolution: the former partners (or some of them) may continue together in a new partnership that succeeds to the business of the dissolved firm, or a partner’s authority to bind the firm, along with other rights and duties, may persist insofar as required to complete the winding up of the dissolved partnership’s affairs (see Practice Note: Ending a general...

This Practice Note outlines what a Part 8 ( CPR 8) claim is and when appropriate. It also identifies CPR provisions that are disapplied for Part 8 proceedings. It explains commencing a Part 8 claim, offering practical guidance on completing and serving the claim form. It addresses case management and costs management points; extensions of time for service of the claim form and supporting evidence; and the scope to pursue CPR 20 claims. It further covers how to respond to a Part 8 claim, including challenging the suitability of the Part 8 route, lodging evidence, seeking summary judgment within a Part 8 claim, and moving Part 8 claims to Part 7 ( CPR 7). The Practice Note gives direction on construing and applying the relevant CPR provisions. Depending on the court handling your case, you may need to consider extra...

During a corporate transaction (transaction), a professional adviser—for example, a financial adviser, solicitor, or accountant—will enter into a letter of engagement with the party undertaking the transaction (client), setting out the agreed terms of that engagement. Such a letter is ordinarily put in place at the outset of, or during, the initial stages of the transaction, as the process begins......

This Practice Note explores the doctrine of separate legal personality for a registered company, and surveys the relevant case law addressing the narrow situations in which the corporate veil might be pierced. It also separates true piercing or lifting of the veil from the more routine instances in which the veil is sidestepped by reliance on another legal or equitable entitlement. The analysis underscores the limited nature of this intervention and the authorities that define it. Corporate legal personality—the Salomon principle A duly incorporated company is a person distinct from its members, holding its own rights and bearing its own liabilities as an independent legal subject. This rule, often called the corporate veil or the Salomon principle, was most famously articulated by Lord Mac Naghten in Salomon v Salomon: the company, at law, is wholly separate from the subscribers to the...

This Practice Note offers hands-on guidance on what is required for a company seal. If a company keeps a seal and chooses to use it, practitioners must check it meets the applicable provisions of the Companies Act 2006 ( CA 2006). Do note, not every company holds a seal, and those that do are not required to execute simple documents under seal, where appropriate and necessary. For more detail, see Practice Note: Execution formalities—companies. We have developed a comprehensive, interactive collection to help users pinpoint and navigate key concepts and frequent issues when executing documents, including guidance on using a company seal. It brings together practical guidance, relevant precedent clauses and Q& As for each section or phase, enabling users to work methodically through that stage. For further information, see: Execution collection for...