Article Category: Corporate & Commercial – Insight & Opinion

A breach of directors’ duties: shares allotted

Company directors are subject to certain obligations to ensure they act in the best interests of the company as a whole, rather than for the personal gain of any individual. The recent case of TMO Renewables Ltd (in liquidation) v Yeo and others [2021] EWHC 2033 (Ch) centred on an alleged breach of directors’ duties… Read more »

Responding to flexible working requests – a case study

employment tribunal

The case of Mrs L Hodgson -v- Martin Design Associates Limited is a very useful indicator of what not to do when responding to a flexible working request and resulted in an unfavourable outcome for the employer.   The request   In 2018 the claimant, Mrs Hodgson, requested to work from home, as many of… Read more »

Unfair prejudice claim by a majority shareholder

unfair prejudice

An unfair prejudice claim may be brought by a shareholder of a company where the company’s affairs are being conducted in a manner which is unfairly prejudicial to the interests of members generally, or some part of its members, in their capacity as such (including at least the shareholder him or herself). Whilst we would… Read more »

Directors’ Duties After Resignation

directors' duties

Can directors’ duties still be applied after resignation? Matthew Canfield explores a recent case in which a director was alleged to have breached his duties after he had left the company. There are various duties imposed on company directors by the Companies Act 2006. The purpose of these duties is to protect shareholders by ensuring… Read more »

The Importance of Being Honest – False Due Diligence Responses

due diligence in share purchase agreement

Sophie Adshead and Matthew Canfield take a look at the importance of due diligence and providing full and accurate information when selling a company. It is standard practice in corporate transactions for sellers to provide responses to buyers’ pre-contract due diligence enquiries and for the share or asset purchase agreement to contain warranties that the… Read more »

Using Company Finances to Fund Shareholder Disputes

Company shareholders discussing funding shareholder disputes

The recent High Court case of Koza Ltd v Koza Altin Isletmeleri AS [2021] EWHC 786 (Ch) involved a company incorporated in England (Koza Ltd) as well as a listed Turkish company (Koza Altin). In this case, the High Court has held that a company’s finances cannot be used to fund shareholder disputes. What Happened… Read more »

Companies House Update: Automatic Extensions No Longer Granted

Automatic extensions no longer granted by Companies House

In recognition of the difficulties facing businesses at the beginning of the COVID-19 pandemic, Companies House announced in March 2020 that companies would be able to apply for a three-month extension period to file their accounts. Automatic extensions were then introduced in June 2020 to help relieve the burden on businesses, covering companies with filing… Read more »

Budget 2021: Capital Gains Tax and Corporation Tax on Businesses

Automatic extensions no longer granted by Companies House

Many experts had predicted that Chancellor, Rishi Sunak, would use the Budget as an opportunity to announce significant personal tax rises to address the dire state of the public finances following 12 months of Government intervention in the COVID-19 pandemic. However, personal tax rises were not forthcoming, though an increase to corporation tax was announced…. Read more »

Gamestop Phenomenon: Could This Happen Again?

gamestop phenomenon - photo showing graph of stocks

Stock markets are notoriously volatile and can be prone to rise and fall sharply based on nothing more than rumours. However, in the past few weeks we have witnessed a new phenomenon in the form of stock market manipulation driven by people on social media forums which could have significant implications in the future. What… Read more »

Why Failure to Follow the Share Buyback Procedure Can Prove Costly

person holding sheets of information illustrating share buyback procedure

The ability of a private limited company to purchase its own shares provides shareholders with a return on their shares. It is frequently employed upon retirement or cessation of employment, but it can also be used as an effective way of returning surplus cash to shareholders or tidying up the existing share capital structure. However,… Read more »