Talking Business

In this month's podcast we explain how a warranty claim failed due to defects in the buyer's notice of claim; look at another failed warranty claim, this time against a W&I insurer; and review the latest report into the operation and impact of the UK's investment screening regime.

In this month's podcast we consider whether a director's removal from office was "unfairly prejudicial" conduct; highlight the rise in climate-related shareholder activism; and explain how the UK's criminal insider dealing regime has been extended.

In this month's podcast we consider what's "material" in a material adverse change; explain how the court avoided requiring an LLP member to vote for their own expulsion; and report on the Government's policy for future regulation including some proposed employment law changes.

In this month's podcast we highlight a case which has implications for parent company directors who could be liable as directors of subsidiaries; review the new 'failure to prevent fraud' offence proposed in the Government's latest economic crime plan; and explain how a conversion of investor shares was held to be void despite being provided for in the company's articles.

As part of World IP Day (which is observed annually on 26 April), we spoke to three of our intellectual property (IP) specialists on what issues women face in the industry. They tell us what their experience has been like and give valuable advice to those looking to break into the industry. Meet our speakers: Catherine Ayers Georgina Bagnall  

This month we consider what duties a director may owe once a company has entered liquidation; review the requirements for valid execution of a deed and whether a single signature by a witness could attest signatures by multiple parties; and examine whether an investor was guilty of unfairly prejudicial conduct.

In this month's podcast, we consider a case in which a typed first name in an email was held to be a written signature, and explain the benefits of including a limitation of liability in your contracts.

In this month's podcast we consider a case in which the court clarified the timing of a "backdated" dividend payment, examine the changes on the horizon for UK companies, and provide an update on the new Register of Overseas Entities holding UK land.

In this month's podcast we explain how the court interpreted a contractual clause giving one party inspection rights over another party's documents; examine a decision of the ECJ which casts doubt on the validity of publicly accessible registers of corporate beneficial owners; and consider when an interim dividend becomes due and payable.

In this month's podcast, we consider the interpretation of an express duty of good faith in a shareholders' agreement; review a decision about the contents of a buyer's notice of warranty claim; and explain the latest guidance about using electronic signatures.

In this podcast we review the Supreme Court's decision clarifying the directors' duty owed to creditors, explain how restrictive covenants can fail if there's no legitimate interest to protect, and consider the validity of sole director decisions in the light of two recent cases.

In this month's podcast we consider new guidance on the reach of the Government's powers to intervene in transactions on the grounds of national security and report on the first transaction blocked under those powers. We also examine two recent restructuring plans as these gain traction in the market as a tool for reorganising the debts of companies in financial difficulties.

In this episode, host  Sophie Brookes  provides an overview of the most impactful developments in corporate law in 2021 with a particular focus on the changes that were implemented as a result of the pandemic. In this episode: We discuss the relaxation of market practice around the requirements for witnessing documents. We provide an overview of the national security screening regime which is to b...

In this episode, host Sophie Brookes talks us through some recently announced updates to the UK Recovery Loan Scheme, which has been extended until the 30 June 2022. Sophie also discusses a recent data breach case to explain how lesser data breaches should be assessed and treated. In this episode: We outline recently announced updates to the UK Recovery Loan Scheme, which has been extended until t...

In this podcast episode, Fiona Debney is joined by Sophie Brookes to explain what happens to a business owner's shares when they pass away. They will also discuss the more complex situation whereby the deceased owner is the sole shareholder-director and therefore the only stakeholder in the organisation. To find out more about the series, please visit https://gateleyplc.com/podcast/. From there, y...

In the latest episode from our Talking Business Podcast, host Sophie Brookes discusses some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget. We provide an overview of some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget. We look at a case that highlights the significant financial costs for a company that fails to take adequa...

In this episode, host  Sophie Brookes  and senior associate  Zum Mohammed discuss Non-Disclosure agreements (NDAs). They consider the benefits of having a non-disclosure agreement in place when selling a business and highlight the key points you need to consider as a seller when preparing your NDA. In this episode: They discuss why Non-Disclosure agreements (NDAs) are significant. They provide an...

In this month's update, host Sophie Brookes talks us through some changes proposed in the Government's policy paper aimed at reducing red tape post-Brexit as well as some more immediate changes to the rules on winding-up petitions in the wake of the coronavirus pandemic. Sophie also discusses two recent cases which considered whether a company's directors had breached their duties by issuing share...

In this episode host,  Sophie Brookes , talks to solicitor  Imogen Cox  about share buybacks. Imogen gives an overview of the statutory rules that must be followed to prevent a buyback from being void, she also provides useful guidance on how a defective buyback might be fixed. In this episode: We outline the various aspects of the share buyback process. We outline the reasons a company might deci...

In this month's round up of recent developments, host  Sophie Brookes  explains the digital process for stamping documents, such as stock transfer forms, and also examines the latest guidance about how the Government will exercise its new powers to intervene in transactions on the grounds of national security. She also tells a cautionary tale of a case in which a director was held personally liabl...

In this episode, host  Sophie Brookes  provides an update on the latest developments in corporate law. Topics that are covered include the extent of the duties owed by a director after they have resigned, the rules for determining who is the contracting party and (yet another!) case where a buyer's notice of warranty claim fell short of the relevant contractual requirements. In this episode: We ex...

In our latest podcast episode, host,  Sophie Brookes  is joined by  Rachel Dean to define employee ownership trusts (EOTs) and outline the key benefits and risks associated with selling to an EOT. In this episode: We define employee ownership trusts. We outline the benefits of employee ownership. We discuss how a sale to an employee ownership trust is funded. We outline the advantages of selling t...

In this episode, host Sophie Brookes explains some recent changes to company procedures as certain Covid-19 temporary measures come to an end and explains how the UK's financial services regime is beginning to diverge from the EU post-Brexit. In this episode: We look at the temporary measures that were introduced during the COVID-19 pandemic, and outline what's going to happen with those going for...

In this episode, host Sophie Brookes and corporate partner Paul Cliff discuss the Government's new powers to intervene in transactions on the grounds of national security. They consider the impact the new regime is likely to have on UK transactions and explain how, although the new powers are not yet in force, current transactions are affected and could face being called in for review. In this epi...

In this episode,  Sophie Brookes  discusses the practical implications of four recent cases. She explains what happens when someone asks to inspect a company's register of members, considers the meaning of "fair value" and "manifest error", and cautions against using fictitious management charges to clear inter-company balances. In this episode: We look at some recent cases and have a look at what...