UK Corporate Briefing - Summer 2015

by Dentons

UK Corporate Briefing 

Welcome to the latest edition of Dentons' UK Corporate Briefing, a quarterly summary of the most significant recent and forthcoming developments in company law and corporate finance regulation in the UK. 

In this edition, our lawyers examine:

Legislation update

  • The banning of bearer shares under the Small Business, Enterprise and Employment Act 2015
  • Changes to the UK company accounts regime to implement the EU Accounting Directive
  • Potential increases in fines for offences under the Companies Act 2006

Case law update

  • The power of a company's shareholders to change drag-along rights in the company's articles of association
  • Determining which law governs who has authority to sign an English law contract for an overseas company
  • The importance of giving notice of a warranty claim correctly
  • Restoring a company to the register for the purpose of appointing a liquidator to claw back assets of the company

Regulatory update

  • Guidance issued by AIM on common free float issues and on AIM Rule 31
  •  The latest Statement of Principles issued by the Pre-Emption Group

Please contact us if you would like to discuss any subject covered in this issue.

Legislation update

Bearer shares banned

The first of the corporate transparency provisions in the Small Business, Enterprise and Employment Act 2015 came into force on 26 May 2015 with the banning of share warrants to bearer, or bearer shares as they are more commonly known.  (See issue 1 for an overview of the Act.)

From 26 May it has been unlawful for a UK company to issue bearer shares.  A company whose articles of association authorise the issue of bearer shares can amend its articles without having to pass a special resolution or comply with any provision for entrenchment.

On the same date a transitional nine-month period started during which existing bearer shareholders may surrender their bearer shares and convert them into registered shares.  The legislation contains detailed rules about the procedures and imposes certain duties on companies with existing bearer shareholders. 

If a bearer shareholder does not elect to convert his bearer shares within the surrender period, the affected company must apply to court to cancel those shares and make an associated payment of capital into court.  This amounts in effect to a reduction of the company's capital.  Typically it will therefore be simpler, cheaper and less disruptive for a company if any bearer shareholders exercise their surrender and conversion rights.  Any funds paid into court will typically remain there for three years, after which the bearer shareholder loses any right to repayment and the funds go to the state.

Small Business, Enterprise and Employment Act 2015, sections 84–86 and Schedule 4

 Company accounts: amending regulations

New regulations came into force on 6 April 2015 to implement in the UK Chapters 1 to 9 of the EU Accounting Directive.  The Directive provides an updated EU-wide accounting framework for statutory accounts.  The new regulations apply to accounting periods starting on or after 1 January 2016, though early adoption is possible.

A significant change is to reduce the financial reporting burden for small companies. In particular:

  • The regulations adopt the maximum turnover and balance sheet limits for small companies allowed by the Accounting Directive, enabling a larger number of companies to access the lighter touch small companies regime.  The maximum permissible turnover limit is £10.2 million (up from £6.5 million) and the maximum permissible balance sheet total is £5.1 million (up from £3.26 million).  There is no change to the maximum number of employees (50).  There are equivalent increases to the limits for small groups.
  • The regulations reduce the number of compulsory disclosures small companies must make.  They also allow a small company to prepare an abridged balance sheet and profit and loss account, if approved by all the company's shareholders.

Other changes include:

  • Allowing companies in the same group as a non-listed public company access to the small or medium-sized companies regimes.
  • Allowing companies to use alternative layouts when preparing their profit and loss account and balance sheet, subject to certain qualifications.

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015

Increase in fines for company law offences

Failure to comply with many of the requirements imposed by the Companies Act 2006 on a company and its officers is a summary offence. 

Previously the maximum fine for a summary offence under any legislation was £5,000, the so-called "statutory maximum" or "level 5 on the standard scale".  This cap has now been removed, meaning that magistrates now have the power to impose whatever fine for a summary offence they consider most appropriate in the circumstances, including for Companies Act 2006 offences.

The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015

Case law update

Amending drag-along rights in a company's articles

The Court of Appeal has rejected an appeal in an unfair prejudice claim based on a variation of drag-along rights in a company's articles.  In doing so, it reviewed a line of cases in which the courts have considered the power of a company's shareholders to amend a company's articles.

Background: Mr Arbuthnott was a founding shareholder and director of Charterhouse Capital Limited.  Over time, the retirement of senior shareholding executives resulted in a misalignment between the shareholders and the active executives running the business.  An MBO team of the active executives made a bid to buy the shares of the retired and retiring executives.  It was a condition of the MBO offer that the shareholders amend the existing drag-along rights in the company's articles.  The offer was accepted and the changes to the articles approved by all the shareholders other than Mr Arbuthnott.  He argued that the changes were invalid as their effect was to allow the majority shareholders through the drag-along rights to expropriate his shares at an undervalue.

Decision: In rejecting Mr Arbuthnott's appeal the court made the following observations: 

  • There are limits on the power to amend the articles.  These arise because the power of the majority to bind a minority will not, without clear words, be taken to have been intended to be without limit. 
  • The basic test is that the shareholders must exercise the power in good faith in what they consider to be the interests of the company.  It is for the shareholders and not the court to decide what amounts to a benefit to the company.  However, this is subject to the caveat that it will not be for the benefit of the company if no reasonable person would consider it to be such.  The burden is on the person challenging the validity of the amendment to satisfy the court that there are grounds for doing so.

On the facts, the shareholders considered they were acting in the best interests of the company as a whole.  They wanted to resolve the alignment issue to secure the company's future.  There was no evidence of bad faith or improper motive.  The amendments to the drag-along rights were a tidying-up exercise and not inconsistent with original arrangements between the founding members.

Comment: The amendment to the articles did not introduce any major changes.  The case therefore does not deal with the question of whether an amendment to insert drag-along rights for the first time or significantly change existing drag-along rights would be invalid or involve unfair prejudice. 

On the best interests point, the court noted that a power to amend will be validly exercised even though a change is not for the benefit of the company itself because it concerns a matter in which the company as an entity has no interest, but is only for the benefit of the shareholders or some of them, provided "it does not amount to oppression of the minority or is otherwise unjust or outside the scope of the power".

Arbuthnott v. Bonnyman & Ors [2015] EWCA Civ 536

Execution of contracts: overseas companies and conflicts of laws

A recent Court of Appeal decision is a good reminder that the issue of who can bind an overseas company that is party to an English law contract is governed by the law of the place where the company is incorporated.

Background: The case concerned a supply contract between two Swiss oil trading companies written under English law and subject to English jurisdiction.  The claimant alleged that SCU-Finanz AG, the defendant, had agreed to supply it with oil under the contract, but had failed to do so.  The defendant contended the contract was not binding on it because it had two prokurists (representatives) and only one of them had signed the contract.  Under Swiss law when the general power to represent a company is given to more than one prokurist, as in the defendant's case, all must sign to bind the company.

Decision: The key question before the court was how to characterise the issue of who should sign.  Was it an issue about the formal validity of the contract or was it a question about who had authority to bind the company?  The Court of Appeal held it was the latter.  This meant that English common law conflicts rules were relevant for deciding the issue.  These rules apply the law of incorporation to issues of a company’s capacity and internal management, including who has authority to act on the company’s behalf.  In this case, therefore, Swiss law governed who should sign for the defendant.  Given the evidence that under Swiss law both prokurists needed to sign for the defendant, the Court of Appeal agreed with the trial judge that the defence would succeed and dismissed the appeal.

Comment: Although the question of who has authority to sign for an overseas company is a matter for the law of its place of incorporation, the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 set out the relevant execution formalities for an overseas company where the contract or document is under English law.  It is important to consider both aspects when considering who has authority to bind an overseas company and whether they have executed the contract or other document correctly.   

Integral Petroleum S.A. v. SCU-Finanz AG [2015] EWCA Civ 144

Warranty claims: the importance of giving notice correctly

This recent High Court decision highlights the importance of following the relevant clauses of a share purchase agreement when giving notice of a warranty claim.

Background: Ipsos bought shares in companies in the Synovate Group, a worldwide market research business.  The share purchase agreement included a warranty that no person who was not an employee claimed treatment as an employee. 

The agreement stated that no claim would lie against the seller "… unless … the Purchaser shall have given to the Seller written notice of such Claim … (a 'Claim Notice') specifying in reasonable detail: (i) the matter which gives rise to the Claim; (ii) the nature of the Claim; and (iii) (so far as is reasonably practicable at the time of notification) the amount claimed in respect thereof (comprising the Purchaser's good faith calculation of the loss thereby alleged to have been suffered) … ". 

Another clause required the buyer to notify the seller of a claim that it received from a third party which might lead to a warranty claim.

After completion, contract workers filed claims against a Brazilian subsidiary alleging they should have been treated as employees.  Ipsos later issued proceedings against the seller for breach of warranty.  The seller argued that the claim was barred as Ipsos had failed to give a Claim Notice as required by the agreement. 

Ipsos relied on two letters which it had written to support its case that it had given a Claim Notice.  The first letter notified the seller of the employment claims which the contract workers had made against the Brazilian subsidiary.  Ipsos had sent this to comply with its notice obligation for third-party claims, and it expressly stated that it was not a Claim Notice.  The second letter was a follow-up providing further details about these claims, including the sums involved, and gave notice of some further third-party claims.  It also asked the seller to clarify its position on the third-party claims.  It stated that after that Ipsos would provide a further breakdown of its losses, costs and expenses.

Ipsos argued that a reasonable person with the knowledge of the background, including the history of claims made by contract workers and the contents of the first letter, would have read the second letter as constituting a Claim Notice.

Decision: The court held that the second letter did not constitute a Claim Notice.  The question was whether a reasonable recipient with knowledge of the context in which it was sent would understand it to be a Claim Notice.  In this case, the second letter was very much a follow-up from the first, it did not say it was a Claim Notice, it did not make it explicit that a claim was being made and it did not specify the matter giving rise to the claim or the nature of the claim.

Comment: This case is a further example of the courts requiring strict compliance with the claim notification provisions in a share purchase agreement.  It is a reminder to a party making a warranty claim that it is important to ensure that its notice complies strictly with the relevant agreement.  If the agreement requires a notice to specify a matter, the notice should deal with it expressly as it is unlikely to be enough that it is possible to infer the matter.  Failure to give valid notice of a claim can, as in this case, where the time period for serving a valid Claim Notice had expired, deprive a claimant of its claim and therefore has potentially serious consequences.

IPSOS S.A. v. Dentsu Aegis Network Limited  [2015] EWHC 1171

Restoration to the register: appointment of a liquidator to claw back assets

When restoring a company that had been struck off the register under section 1032 of the Companies Act 2006, the High Court allowed a winding-up petition to be backdated to the date on which the company was dissolved.

Background: The claimant had a potential claim against a company that had been struck off and dissolved.  The claimant wanted to have the company restored and then wound up.  This would enable a liquidator to rely on the reviewable transaction provisions of the Insolvency Act 1986 to claw back the assets of the company.  These would then be available to meet the claimant's potential claim. 

The reviewable transactions in question had taken place more than two years before the company's restoration.  A liquidator whose appointment was effective from restoration would not have been able to challenge them.  This is because under the relevant insolvency legislation transactions which  occur more than two years before the date of presentation of the petition for a company's winding up are not subject to review.

Decision: The court made use of section 1032(3) of the Companies Act 2006.  This allows the court to give directions that seem just for placing a company and all others in the same, or as nearly the same, position as if the company had not been dissolved.  The court therefore ordered that the period between the company's dissolution and the date of its restoration was not to count for limitation purposes and that, for the purpose of pursuing any reviewable transactions claim, the claimant's winding-up petition would be treated as presented on the date of the company's dissolution.

Comment: This case shows the willingness of the courts to help a claimant in circumstances where a company was aware of a potential claim but nonetheless applied to be struck off the register and was struck off and dissolved.

Davy v. Pickering and others [2015] EWHC 380

Regulatory update

AIM: guidance on free float and AIM Rule 31

AIM, unlike the Main Market of the London Stock Exchange, does not prescribe a level of free float (i.e. shares that are publicly traded) for companies traded on it.  However, it considers the issue of free float to be an important part of the work that a nominated adviser (Nomad) undertakes when bringing a company to market.  An adequate free float is fundamental to the orderly trading and liquidity of the securities once admitted to AIM. 

AIM Regulation, the team at the London Stock Exchange which oversees the AIM market, has published guidance clarifying some matters it commonly discusses with the Nomad of a company seeking admission to AIM.  These include:

  • There should be consideration of how the securities are likely to trade when admitted to AIM, following discussion with the company’s broker(s) and potential market makers. 
  • Failure to raise initial target funds (which in itself might result in free float questions) may be indicative of more fundamental issues of appropriateness and the Nomad should properly explore that failure.
  • Limited free float should raise questions about the rationale for the applicant to seek admission to AIM.
  • Where there are concentrated shareholdings (e.g. connected due to family, business or other interests/connections) free float issues should be considered with issues of undue influence, control and ongoing corporate governance arrangements within the company.

Under AIM Rule 31, AIM companies must have in place sufficient systems, procedures and controls to enable them to comply with the AIM Rules.  Recent guidance highlights that, when a Nomad considers a company's financial policies and procedures for the purpose of this Rule, it should undertake this exercise in a meaningful way.  It should go beyond merely reviewing the relevant documents and assess whether those policies can work in practice, using its knowledge of the company and its management.

Inside AIM (June 2015)

Pre-Emption Group Statement of Principles

The Pre-Emption Group, whose members represent listed companies, investors and intermediaries, has published an updated Statement of Principles on the disapplication of pre-emption rights, replacing those published in 2008.  

The Principles apply to non pre-emptive issues of equity securities for cash, i.e. issues which are not  to existing shareholders in proportion to their existing shareholdings.  They apply to companies wherever incorporated whose shares are admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange.  Other publicly traded companies are encouraged to adopt the Principles.

The updated Principles make no change to the key thresholds for the general disapplication of pre-emption rights.  That is, the Principles provide that companies can expect to receive shareholder support for a special resolution effecting a general disapplication of pre-emption rights of up to 5 per cent of issued ordinary share capital in any one year.  They also provide that companies should not in any three-year rolling period issue non-pre-emptively for cash equity securities that represent more than 7.5 per cent of its issued ordinary share capital. 

However, the updated Principles introduce the right to seek a disapplication in respect of a further 5 per cent of issued ordinary share capital per year in connection with an acquisition or specified capital investment, subject to certain conditions.  Other changes include:

  • Clarification that the Principles apply to all issues of equity securities undertaken to raise cash for the issuer or its subsidiaries, irrespective of the legal form of the transaction, including, for example, "cashbox" transactions.
  • Greater transparency on the discount at which equity securities are issued non-pre-emptively.

Disapplying Pre-emption Rights – A Statement of Principles (March 2015)


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Dentons | Attorney Advertising

Written by:


Dentons on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.