Article Category: Corporate – Insight & Opinion

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 »

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 »

Data Protection: How Will Brexit Affect Regulations for Businesses?

Woman looking at laptop, reading about Data Protection

In May 2018, the General Data Protection Regulation (GDPR) came into force. The GDPR represented a huge overhaul of data protection laws with its purpose being to provide individuals with greater levels of protection for their personal data. As a member of the European Union, the United Kingdom was obliged to adopt the GDPR. However,… Read more »

British Airways GDPR Breach Fine Reduced due to COVID-19

GDPR breach by hacker

In summer 2019, the Information Commissioner’s Office (ICO) issued a notice of intent to fine British Airways (BA) more than £183m for a breach of the General Data Protection Regulation (GDPR). The fine was calculated by reference to BA’s total global turnover and was an example of the ICO wielding the additional powers conferred on… Read more »

Final Opportunity for Preparing your Business for Sale?

man with a pen signing his expression of wish form

Recently, it was announced that the Autumn Budget would be cancelled as the government explained that they had taken the view that “now was not the right time to outline long-term plans given the ongoing COVID-19 pandemic”. Prior to this, it had been expected that the Chancellor would announce changes to the rates of capital… Read more »

FCA Business Insurance Test Case Verdict Announced

Man signing business interruption insurance application form

On 15th September 2020, the FCA announced that it had been largely successful in its legal challenge brought against a number of insurers and their decisions to refuse coverage to small businesses claiming for COVID-19 related losses under their business interruption (BI) policies. Business Insurance Test Case Verdict Within the test case, the court considered… Read more »

Selling A Business: How to Give Your Business ‘Kerb Appeal’

man with a pen signing his expression of wish form

When it comes to selling a business, most owners think that it is simply a case of marketing the business for sale and finding a potential buyer. However, you would generally not put your residential home on the market without perhaps attending to any overdue maintenance jobs and making sure it appears clean and tidy… Read more »

Companies House to Resume Enforcement of Its Strike off Process

Man filing documents and writing on sheet of paper - companies house to resume strike off process

In April, as a response to the COVID-19 pandemic, Companies House introduced temporary measures to its enforcement powers against companies that fail to comply with their statutory filing obligations. Those measures included: Pausing the strike of process to prevent companies from being dissolved; and Treating late filing penalty appeals sympathetically where the late delivery was… Read more »