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Panel Proposes Narrowing The Scope Of Companies Subject To The Code

On 24 April 2024, the UK Takeover Panel published PCP 2024/1 ("PCP 2024/1"), in which it is consulting on a significant narrowing of the types of companies that will be subject to the Takeover Code (the “Code”) - i.e., as...more

Happy Lamb, share ownership disputes and rectification of the register - brevi manu or longa manu?

In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more

Court of Appeal Overturns Restructuring Plan Sanction and Looks at Cram Down

On 23 January 2024, Snowden LJ handed down the Court of Appeal's judgment in the Adler Restructuring Plan case - AGPS Bondco plc - overturning the sanctioning of the Plan by the High Court in April 2023....more

Two Recent Cases Looking At Statutory Formalities For Signing Of Documents

Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed...more

Court of Appeal Corrects A Mistake In The Drafting Of Articles Of Association

Last week the Court of Appeal dismissed the appeal by DnaNudge Ltd against the first instance decision in Ventura Capital GP Ltd v DnaNudge Ltd which invalidated an attempt by the ordinary shareholders in the company to...more

English High Court Rejects Climate Case Against Energy Company Board

In our insight “Personal Liability of Directors for Climate Strategy: Landmark Case against Energy Company Board,” we analyzed the claim filed in the English High Court by non-profit organization ClientEarth against the...more

FCA moves ahead with a single equity listing category

On 3 May 2023, the FCA published its consultation CP23/10*** setting out revised "semi-final" proposals for its listing segments reform. These follow on from its discussion paper DP22/2 published a year ago, which itself...more

Construction of articles and class rights - a recent case

Earlier this month the High Court had to consider - - how two particular provisions in articles of association operated together (or in conflict), and  - the statutory right (under s. 633, Companies Act 2006 ("s....more

How "certain" must a director transaction be for shareholder approval to be required?

The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Directors’ Duties in an Insolvency Context: Where Creditor and Shareholder Interests Collide

UK Supreme Court gives important judgment on directors’ “creditor duty” The UK Supreme Court in BTI 2014 LLC v Sequana SA and ors [2022] UKSC 25 has given an important judgment clarifying the nature of the so-called “creditor...more

A New Restructuring Plan

For over a century, U.K. company law has enabled a company to propose, to its creditors or shareholders, a compromise or arrangement of their rights which, if approved by the requisite majority and then by the court, is...more

The Extended UK PSC Regime

The UK’s beneficial ownership disclosure rules for persons with significant control (PSCs) over certain UK entities, introduced in April 2016, have been extended as part of the UK’s implementation of the EU’s Fourth Anti...more

The New PSC Regime

The UK is introducing new beneficial ownership disclosure rules, which will require UK companies and LLPs to create and maintain a new statutory register of people with significant control (PSC register). This note sets out...more

Governance & Securities Law Focus: Europe Edition

In this issue: - EU DEVELOPMENTS - Statutory Audit Directive and Regulation Published in Official Journal - Council Adopts Intra-Corporate Transferees Directive - ESMA Publishes Consultation and...more

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