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Legal Developments in the The Legal 500 UK 2019

Company Formations - A jurisdictional guide to setting up a business

July 2019 - Corporate & Commercial. Legal Developments by IR Global.

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The following article contains the Foreword in the IR Global Virtual Series brochure on 'Company Formations - A jurisdictional guide to setting up a business'.

The brochure features jurisdiction-specific advice from 24 firms with expertise in company formations. They guide you through the various formation vehicles available in their jurisdictions, and offer advice on regulatory hurdles you need to be aware of, or opportunities you may find useful. They also discuss various KYC compliance regulations, describing the best ways to streamline these onerous obligations.

Gulbenkian Andonian Solicitors Coverts to Limited Company Status

Gulbenkian Andonian Solicitors have the pleasure of announcing that the Solicitors Regulations Authority have authorised a change in structure and entity of the company to an Alternative Business Structure (ABS).

Are there any loopholes or specific deal structuring methods that can benefit international clients?

June 2019 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session three in the IR Global Virtual Series on 'Steamlined Structures - A best practice approach to international deal structuring'

How do different deal structures affect tax liabilities in your jurisdiction?

June 2019 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session two in the IR Global Virtual Series on 'Steamlined Structures - A best practice approach to international deal structuring'

Major legislative differences relating to deal structuring in your jurisdiction?

June 2019 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session one in the IR Global Virtual Series on 'Steamlined Structures - A best practice approach to international deal structuring'

A brief history of Gulbenkian Andonian Solicitors

A brief history of Gulbenkian Andonian Solicitors written by Co-Founder, Dr Bernard Andonian

DEFERRED PROSECUTION AGREEMENTS: THE BEST OPTION? OR A FLAWED IDEA?

Tescoadmitted wrongdoing over its accounting scandal in order to obtain a deferredprosecution agreement and avoid a conviction. But with everyone charged overthe scandal having been cleared, Aziz Rahman examines whether the deferredprosecution agreement process needs revising.

DEFERRED PROSECUTION AGREEMENTS: OBTAINING ONE AND SEEING IT THROUGH TO COMPLETION

With Standard Bank having become the first organisation to conclude a DPA, Aziz Rahman explains why gaining one is only the start of the challenge.

How will Brexit affect existing contracts or the preparation of new contracts between commercial ent

December 2018 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session three in the IR Global Virtual Series on 'The Business of Brexit: Implications for the commercial contract process'

What should a business do right now to prepare for Brexit and ensure their commercial process is wat

December 2018 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session two in the IR Global Virtual Series on 'The Business of Brexit: Implications for the commercial contract process'

How will Brexit affect the legal framework governing commercial contracts between UK and European pa

November 2018 - Corporate & Commercial. Legal Developments by IR Global.

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The following article discusses session one of the IR Global Virtual Series on 'The Business of Brexit: Implications for the commercial contract process'.

Four Law Society Excellence Award nominations for Moore Blatch

October 2018 - Corporate & Commercial. Legal Developments by Moore Blatch LLP.

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Moore Blatch has been nominated for four awards in this year’s Law Society Excellence Awards.

Deadline For Renewing COS Allocations Looming

February 2018 - Corporate & Commercial. Legal Developments by OTS Solicitors.

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The deadline for renewing unrestricted Certificate of Sponsorship (COS) allocations is 6thApril 2018 – don’t delay on meeting this important deadline.

Are You Ready For The GDPR?

January 2018 - Corporate & Commercial. Legal Developments by OTS Solicitors.

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Anyone in business in the UK who collects or processes data from European Union citizens needs to be aware of the General Data Protection Regulations (GDPR) which come into force on 25th May 2018.

Tier 1 Entrepreneur Visa – Sell The Sizzle Not The Steak

December 2017 - Corporate & Commercial. Legal Developments by OTS Solicitors.

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By Teni Shahiean

Teni Shahiean is a founding partner at OTS Solicitors. She has a wealth of experience in business immigration law, commercial law and employment law and regularly advises businesses on Sponsor Licence acquisition and compliance. Teni is also regularly called on to provide expert opinion on television and in print media, both in the UK and internationally. 

OTS Successfully Helps Client Retain Tier 5 Youth Mobility Visa Worker

November 2017 - Corporate & Commercial. Legal Developments by OTS Solicitors.

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By Teni Shahiean, of OTS Solicitors

Teni Shahiean is a founding partner at OTS Solicitors.  She has a wealth of experience in Business Immigration law, commercial law and employment law and regularly advises businesses on Sponsor Licence acquisition and compliance. Teni is also regularly called on to provide expert opinion on television and print media, both in the UK and internationally.

INCREASED INSOLVENCY POWERS

Ben Ticehurst explains the new powers at the Insolvency Service’s disposal – and what those in business need to do to ensure they do not fall foul of them.

Cayman Islands Introduces Beneficial Ownership Register

The Cayman Islands government has now introduced legislative changes which will require relevant companies (“Relevant Companies”) to prepare and maintain a register of beneficial owners (the “Register of Beneficial Owners”).

Scottish planning obligations: modification and discharge – the story so far


December 2013 - Corporate & Commercial. Legal Developments by Brodies LLP.

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Planning obligations1 (formerly agreements), which restrict or regulate the use or development of land, perform a crucial function within the planning system. In Scotland in particular, where the community infrastructure levy has not been adopted, the planning obligation continues to be the primary mechanism for the delivery of much needed local and regional infrastructure through developer contributions, often involving very significant sums. 


The Taylor Report: worth 
the wait?

November 2013 - Corporate & Commercial. Legal Developments by Brodies LLP.

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The long-awaited Review of Expenses and funding of civil litigation (The Taylor Report) was published on 11 September 2013. This independent review by the former Sheriff Principal of Glasgow and Strathkelvin, James Taylor, began in March 2011 and culminated in a report detailing 85 recommendations that are designed to improve ‘access to justice in a meaningful way'. The report does not seek to set out a trailblazing and radical set of reforms but rather concentrates on adapting and amending the current arrangements, albeit with some new and interesting approaches. 


Offshore oil and gas safety directive now 
in force

October 2013 - Corporate & Commercial. Legal Developments by Brodies LLP.

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In the wake of the Macondo oil spill in the Gulf of Mexico, the new EU directive in respect of safety of offshore oil and gas operations is now in force and a timescale has been fixed for it to be transposed into UK law by UK legislation. It sets out the minimum conditions for safe offshore oil and gas operations and for reducing the consequences of any major accidents that occur. The Directive will apply to future offshore oil and gas installations and operations and, after a slightly longer transitional period, will also apply to existing installations. 


Legal professional privilege in Scotland and elsewhere

September 2013 - Corporate & Commercial. Legal Developments by Brodies LLP.

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As readers of this magazine will know, legal professional privilege (LPP) is a shorthand expression for the main category of information that a court may not compel a party to produce, even if it would be relevant to a matter before the court.


This article summarises the status of LPP in Scots law (including the extent to which that is consistent with the approach taken in England and Wales), discusses some of the basics of LPP (including by reference to recent Supreme Court jurisprudence on the issue), and outlines the key issues most relevant to in-house practitioners.


UK Operator Services

October 2012 - Corporate & Commercial. Legal Developments by Ogier .

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Ogier Corporate Administration Limited (“OCAL”) is authorised by the UK Financial Services Authority (the “FSA”) to act as an ‘Operator’ to UK unregulated collective investment schemes (“UCISs”)

Annual reports and annual general meetings

With the Summer annual general meeting (AGM) season now on the horizon, many company secretaries and general counsel will be considering the preparation for their AGMs and the publication of their annual reports. 


In recent years there have been a great number of changes to the requirements for annual reports and those for AGMs, mostly brought in by the Companies Act 2006 (the 2006 Act), but also changes driven by the guidance from shareholder bodies such as the Association of British Insurers (ABI) and the National Association of Pension Funds (NAPF). European legislation has also been a factor, with the Shareholder’s Rights Directive coming into force in 2009, as well as the increased focus on corporate governance that has trickled down to all companies from the initial scrutiny of financial institutions after the recent global financial crisis.


After years of change, things are beginning to settle. However, this article sets out some new developments and important practice points to watch out for in 2011.


Changes to the Prospectus Directive

Following a lengthy review and consultation process by the European Commission, the Prospectus Directive (Directive 2003/71/EC) (PD) has been amended after Directive 2010/73/EU (the Directive) came into force on 31 December 2010.


Issuing a full prospectus under the PD is a long, complex and expensive process. The objectives of the Directive are to reduce some of the obligations under the PD that the Commission has identified as being excessively burdensome on companies, to introduce a new proportionate (ie reduced) disclosure regime, and to make it easier for smaller companies to raise equity finance.


This article aims to take stock of the current regime under the PD and to highlight the significant changes to be introduced by the Directive, which member states must implement by 1 July 2012.


Takeover Code consultation: response statement

December 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 21 October 2010, the Code Committee of the Takeover Panel issued the response statement to its Public Consultation Paper (PCP 2010/2), ‘Review of Certain Aspects of the Regulation of Takeover bids’, which was published on 1 June 2010. The consultation was the culmination of a process started by the Code Committee of the Takeover Panel at the beginning of 2010 in response to public and press comments on issues relating to the operation of the Takeover Code in the Kraft Foods Inc takeover bid for Cadbury plc. At the time, suggestions for changes to the Takeover Code were also made in speeches by the then Secretary of State for Business, Innovation and Skills, Lord Mandelson, on 1 March 2010, and by the then Financial Services Secretary, Lord Myners, on 8 March.

Issuer liability for inaccurate statements

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 (the 2010 Regulations) apply to information first published on or after 1 October 2010. 


National storage mechanism

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 1 September 2010 the National Storage Mechanism (NSM) replaced the Financial Services Authority (FSA)’s Document Viewing Facility (DVF). The NSM, located at www.hemscott.com/nsm.do, is the official mechanism for the storage of regulated information in the UK. All information required to be disclosed under the Listing Rules, Disclosure and Transparency Rules, and the Prospectus Rules is included in the NSM.


The NSM does not replace the existing Regulatory Information Service (RIS) regime, but complements it by automatically storing announcements made through regulatory feeds, as well as information that was previously published on the DVF. It allows free online access and enables users to search, view and print the information. It is more accessible than the DVF, which required either attendance in person at the FSA’s offices or an online subscription service.


Update on the AIFMD Directive

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The ALTERNATIVE INVESTMENT FUND Managers Directive (aifmd) continued its progress towards becoming law after separate versions were adopted by the European Parliament’s Committee on Economic and Monetary Affairs (ECON) on 17 May 2010, and by the Council of the EU’s Economic and Financial Affairs Council (ECOFIN) the following day.


The AIFMD increases the regulation of managers of alternative investment funds (AIF), the definition of which will include all non-Undertakings for Collective Investment in Transferable Securities funds, not just hedge funds and private equity funds.1 These proposals, once implemented, will affect AIF managers (AIFMs) and their service providers, and will include new conduct of business and disclosure requirements, as well as higher capital adequacy requirements, and will introduce formal remuneration policies.


Since the publication of the initial draft of the AIFMD by the European Commission on 29 April 2009, there have been several ‘compromise texts’ published by Sweden, Spain and Belgium as part of their respective Presidencies of the Council of the EU. The compromise text provides the basis for the ECOFIN position. 


The European Parliament appointed rapporteur Jean-Paul Gauzès to prepare its own version of the AIFMD. Gauzès published his report in November 2009 and 1,669 amendments were tabled for consideration by ECON, which resulted in the draft adopted by ECON.


The ECON and ECOFIN drafts are now being discussed in ‘trialogues’, which are three-way discussions between the European Commission, ECOFIN and ECON, to agree a final text. A reconciled version of the AIFMD was expected to have been adopted by the European Parliament in July 2010, but, at the time of writing, was likely to be enacted in November.


Bribery Act 2010 and operational issues for businesses

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Bribery Act 2010 (the 2010 Act) is due to come into force in April 2011. The potential commercial impact of the 2010 Act is something that many organisations will have to face and businesses should start their preparations for putting in place appropriate compliance systems.


NYSE Euronext London: a new London market

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 13 July 2010, NYSE Euronext London opened for business as a new London listing venue for shares and depositary receipts, and is operated by LIFFE Administration and Management. NYSE Euronext announced that the new primary market is intended to attract international issuers looking to list shares or depositary receipts on the Official List of the UK Listing Authority (UKLA). It is designed to capture international business from the London Stock Exchange (LSE) (and AIM).

Out in the cold

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Takeover Panel has recently handed down only the second cold-shoulder sanction in its history to activist investor Brian Myerson and two associates.

Myerson and his associates were found to have breached the Takeover Code by acting in concert in acquiring shares in Principle Capital Investment Trust (PCIT), and then presenting ‘a false picture’ to the panel to conceal the breach. Additionally, Daniel Posen, one of the associates, was found guilty of attempting to conceal the source of his funds.

Standard listing: the jury’s still out?

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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While there has not been the rush that some commentators anticipated of UK companies to standard listings on the London Stock Exchange (LSE)’s main market (there has been barely a trickle), there continues to be interest and speculation about whether this market will take off. This article considers whether there is a role in UK equity capital markets for standard listings in the future.

New EU safe harbour rules on vertical agreements

On 23 April 2010 the EU Commission adopted a new block exemption regulation on the application of EU competition rules to vertical agreements (the Regulation).

In certain circumstances, the Regulation allows suppliers in distribution and other vertical agreements to impose exclusivity and non-competition obligations, and a ban on active selling, on their distributors or purchasers, which would normally be in breach of Article 101(1) of the Treaty on the Functioning of the EU. Agreements outside of the Regulation are not automatically void but must be assessed under the EU competition rules to determine whether they merit exemption.

UK bank faces £28m fine for breach of competition law

In a salutary warning to companies not to share pricing or other competitively sensitive information with competitors, the Office of Trading (OFT) recently imposed a fine of over £28m for breaching competition law on a leading UK bank.

Under Chapter 1 of the Competition Act 1998 (the 1998 Act), it is a serious offence for competitors to exchange information about their prices, discounts, terms of trade, or the rate and dates of any changes to them. Companies guilty of such conduct can be subject to substantial fines and may be sued for damages by third parties that have suffered loss as a result of their unlawful practices.

The Office of Fair Trading smokes out unlawful pricing

After a gruelling seven-year competition probe, the Office of Fair Trading (OFT) has finally imposed fines of £225m for the fixing of resale prices of tobacco products in the UK on several leading tobacco manufacturers and retailers.

Ofcom tackled over broadcasting rights

the British Sky Broadcasting Group (Sky) and the Football Association Premier League (the Premier League) look set to challenge an order by Ofcom, the UK communications regulator, for Sky to reduce the price at which it sells premium sports content to its broadcasting rivals. The dispute arises from Sky’s exclusive rights to certain sports broadcasts, which it purchased from organisations such as the Premier League. Ofcom brought the order under the Communications Act 2003 (the 2003 Act) to ensure fair competition in the provision of broadcasting content. The dispute provides guidance as to how competition regulators will use their powers under the Competition Act 1998 (the 1998 Act) to regulate margin squeeze situations.

CRC Energy Efficiency Scheme: issues for corporate lawyers

The Carbon reduction commitment Energy Efficiency Scheme (the CRC) became effective on 1 April 2010. A full review of this has already been included in IHL179. However, the CRC will have important consequences that need to be considered by corporate lawyers and, in particular, in relation to corporate transactions, such as M&A and private equity investments, as well as restructuring and group reorganisations. This article will provide a brief overview of the CRC, and consider some of the corporate issues and how these can be addressed in corporate transactions. 


All change for the new financial year

With the AGM season in full swing, this article takes stock of rule changes that public companies have been dealing with when presenting their accounts and holding their AGMs. Before looking at the changes it is worth remembering that the legal and governance regimes do not apply in their entirety to all companies.

Cross-border mergers

February 2010 - Corporate & Commercial. Legal Developments by McGrigors.

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The Companies (Cross-Border Mergers) Regulations 2007 (the Regulations) came into force in December 2007 and implements Directive 2005/56/EC of the European Parliament and Council on cross-border mergers of limited liability companies. The Regulations provide for the merging of any two public or private limited liability companies resident in the EU (providing such a merger is permitted under the relevant domestic law of a company) and introduce the concept of a ‘true merger’ to the English legal system. Whereas previously in the UK mergers could only be effected by transferring the individual assets and liabilities of the transferor under a traditional business sale and purchase agreement mechanism, the Regulations now allow for the automatic transfer of all assets and liabilities of a transferor by operation of law. Although this is a relatively new process, and to date only a handful of the mergers have been affected, there are signs that an increasing number of companies are now opting to carry out reorganisations of their groups using the new cross-border merger process.

Companies Act 2006: is your house in order?

January 2010 - Corporate & Commercial. Legal Developments by McGrigors.

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As 2009 draws to a close, the dust is now settling on what has been a very busy few years for UK company law. The Companies Act 2006 (the 2006 Act) represented the biggest overhaul and update of UK company law for decades, since its predecessor, the 1985 Act, was really only a consolidation of the existing laws. The 2006 Act took over three years from royal assent to final implementation, with the final parts of the 2006 Act coming into force in October 2009, when most of the remaining provisions of the 1985 Act were repealed. Given that the 2006 Act was proposed by the Department of Trade & Industry, initially implemented by the Department of Business Enterprise and Regulatory Reform, and finally implemented by the Department of Business Innovation & Skills, it is not surprising that it has been amended already, particularly to take account of changes to EU law such as the Shareholder Rights Directive.

Emerging opportunities in emerging markets

November 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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The emerging markets of Russia and Ukraine (the region) have been caught by the economic malaise currently gripping the world. A consequence of this malaise is that interest in capital markets has stalled. That is not to say that there is a lack of interest in going to market; there is just no market to go to.

New restrictions for investment into Germany by non-EU and EFTA investors

October 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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Traditionally the German Foreign Trade and Payments Act (Aussenwirtschaftsgesetz (AWG)) only provided for restrictions on the import and export of weapons and related technologies. In the case of the acquisition by a foreign investor of a German company that produces these sensitive products, notification was required to the German Federal Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Technologie (BMWi)).

Goodbye Table A: changes to UK company law

September 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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As the Companies Act 2006 (the Act) has significantly amended UK company law, the government has taken the opportunity to develop a new set of default articles to bring them into line with the provisions of the Act. The Companies (Model Articles) Regulations 2008 (SI 2008/3229) (the 2008 Regulations) contain new model articles that will apply by default to any new company incorporated on or after 1 October 2009, unless otherwise modified or excluded.

Re-emergence of debt-for-equity swaps

July 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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The recent spate of corporate restructurings and rescues is testament to the combination of difficult and inter-related conditions currently facing companies. This includes a lack of new bank finance, concern about debt-heavy balance sheets, exposure from insolvency of debtors and, perhaps most critically, lack of liquidity.

Debt listings come of age

June 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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Unsurprisingly, listing debt has become a favoured way of eliminating withholding tax (WHT) on the payment of interest. Besides the fact that this method brings a certain treatment, many boards of UK companies have discovered to their surprise that a stock exchange listing can be inexpensive, easy and kind on their time. This contrasts directly with their experience in obtaining clearance under double tax treaties, particularly with the HMRC crackdown on the use of ‘conduit arrangements’, which route debt through countries whose double tax treaties with the UK are favourable.

What keeps directors awake at night? Topical issues for in-house lawyers

May 2009 - Corporate & Commercial. Legal Developments by McGrigors.

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There has been a recent surge in media coverage of incidents affecting corporate bodies and of calls for directors to be held personably responsible. Reports such as the theft of a laptop from an employee of the Nationwide Building Society and the highly publicised Madoff case have highlighted the need for directors to be very aware of the company procedures that they have in place. Directors are becoming increasingly concerned about their liability, both personally and to the company. As a consequence, in-house counsel may well be asked for legal advice not just from the company’s perspective, but from the directors’ personal viewpoints.


Financial assistance: whitewashed by the Companies Act 2006

March 2009 - Corporate & Commercial. Legal Developments by Kingsley Napley.

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Undoubtedly, the most eagerly awaited provision contained in the most recent Companies Act 2006 (the 2006 Act) implementation in October 2008 was that in relation to financial assistance. One of the overall aims of the 2006 Act was to significantly reduce the administrative burdens involved with running a company. To what extent have the changes to the financial assistance regime eased the regulatory burdens on directors and the workload of their lawyers?

Company accounts and liability: a true and fair view

February 2009 - Corporate & Commercial. Legal Developments by Kingsley Napley.

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With the phased implementation of the Companies Act (CA) 2006 almost complete, directors are now beginning to recognise the impact of the new legislation. One key area that CA 2006 seeks to modernise is in relation to company accounts and liability for reports.

Companies Act implementation update

November 2008 - Corporate & Commercial. Legal Developments by Kingsley Napley.

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October saw a number of steps along the path to full implementation of the Companies Act (CA) 2006. A number of outdated provisions have been repealed and a range of new legislation introduced.