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Notice of general meeting or annual general meeting—checklist

Notice of general meeting or annual general meeting—checklist Who is entitled to receive notice of general meeting or annual general meeting? Notice of the general meeting (GM) or annual general meeting (AGM) must be sent to: • every member of the company, ie those appearing on the register of members (including those entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of their entitlement) • every director of the company, and • the company’s auditors Check the company’s articles in particular for provisions relating to: • giving notices to joint, untraceable or overseas shareholders, and • cut-off dates by which time a member needs to be registered on the register of members to receive a notice. Where a company's shares are held in CREST, a member must be registered in the register of members at least 21 days before the date the notice is sent Form of notice Notice of a GM must be given: • in hard copy...

Managing discussion and shareholders' questions—listed company AGMs—checklist

Managing discussion and shareholders' questions—listed company AGMs—checklist This checklist provides guidance on the questions and discussions at Annual General Meetings (AGMs) of listed public companies and AIM companies. It covers legal aspects, corporate governance best practice and practical guidance, as well as tips for the chair and company secretary in preparing for debate and unexpected events at a company's AGM. The chair of the meeting is responsible for managing discussion at the meeting and must do so in an impartial manner. It is the chair’s role to keep discussion under control and to decide when to close discussion on a particular matter once they consider that it has been debated sufficiently and has enabled a range of views to be heard. When the UK was a member of the EU, Directive 2007/36/EC (the Shareholder Rights Directive) codified the right of shareholders to have questions answered at general meetings. The Directive was implemented in the UK by the Companies (Shareholders' Rights) Regulations 2009 which amended Part 13 of the Companies Act...

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Handling data subject requests—flowchart

Handling data subject requests—flowchart The UK General Data Protection Regulation (UK GDPR) provides a number of rights for data subjects, including providing a right of access to their personal data, rights to rectification, erasure, restriction of processing and data portability, a right to object to processing and a right not to be subject to a decision based solely on automated decision making, including profiling. Data subjects can make a request to an organisation to exercise one or more of these rights at any time and there are strict time limits for complying with requests made. See Practice Note: How to handle data subject requests. This Flowchart maps out a process for handling data subject requests received under the UK GDPR. It reflects requirements in the UK GDPR together with guidance issued by the Information Commissioner’s Office (ICO). It should be read in conjunction with Practice Note: How to handle data subject requests and the following detailed Flowcharts for handling requests under specific data subject rights: • Evaluating a data subject...

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Class actions—Japan—Q&A guide

Class actions—Japan—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to class actions in Japan published as part of the Lexology Getting the Deal Through series by Law Business Research (Law stated at: 21 September 2021). Authors: Nagashima Ohno & Tsunematsu—Oki Mori; Mai Umezawa 1. Outline the organisation of your court system as it relates to collective or representative actions (class actions). In which courts may class actions be brought? Japan has no statutory class action legislation; however, Japanese law permits lawsuits filed by multiple plaintiffs. In addition, there exist special acts that permit particular organisations to represent the inter­ests of consumers by bringing a claim as a plaintiff. Herein, we explain in detail the distinction between litigation carried out by a qualified consumer organisation (QCO) and court proceedings carried out by a specified qualified consumer organisation (SQCO), which are special liti­gation proceedings created to protect consumer interests that may be filed with any district court that has proper jurisdiction.   Lawsuits filed by multiple plaintiffs When the number...

Practice Direction changes—August 2018 [Archived]

Practice Direction changes—August 2018 [Archived] ARCHIVED: This archived Practice Note is not maintained and is for background information purposes only. Further, some of the links may not direct you to the provisions as at the date the guidance in this Practice Note was published. For further information on previous and/or subsequent amendments to the CPR, see: CPR updates—overview and Procedure Rule Committee minutes—overview. This Practice Note sets out the changes to Practice Directions in the 98th Making Document dated 1 August 2018. The changes introduce a new Practice Direction—Practice Direction 51T—The County Court Legal Advisers Pilot Scheme—Final Charging Orders, which allows for legal advisors at the County Court Money Claims Centre to make unopposed final charging orders (a charge against a property or land to secure a judgment debt) in certain circumstances. The Making Document also contains revisions to CPR PD 47—electronic bill of costs provisions and an updated Precedent S, reflects the closure of Lambeth County Court and amends the appeal route from Wigan County Court. The 98th...

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Memorandum on the responsibilities and obligations of a director of an AIM company

Memorandum on the responsibilities and obligations of a director of an AIM company 1 Introduction 1.1 This memorandum has been prepared for the directors and proposed directors (the Directors) of the Company to provide a general introduction to the principal responsibilities and obligations of a director of a company whose shares are admitted, or will be admitted, to AIM, a market operated by London Stock Exchange plc (LSE). 1.2 Once a company’s securities are admitted to trading on AIM, a company and its directors are subject to an increased layer of regulation. This includes requirements set out in the AIM Rules for Companies published by the LSE (AIM Rules), the Disclosure Guidance and Transparency Rules sourcebook (DTRs), the Prospectus Rules and the Market Abuse Regulation. 1.3 As a Director, you will be responsible (individually and collectively with your fellow Directors) for the Company's compliance with these provisions. The LSE has the power to fine or publicly censure an AIM company in the case of a...

Board minutes of a company to appoint a single/multiple corporate representative(s) to attend a general meeting of a private company/unlisted public company

Board minutes of a company to appoint a single/multiple corporate representative(s) to attend a general meeting of a private company/unlisted public company company number: [insert number] [insert company name] [ Limited OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair,...

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Are mixed signings permissible? For example where one party to a deed signs a counterpart in wet ink and another signs a counterpart with an electronic signature; where one counterpart is wet ink signed and the other counterpart is signed by virtual means (a Mercury signature); or where one counterpart has a Mercury signature and the other counterpart has been signed with an electronic signature.

Are mixed signings permissible? For example where one party to a deed signs a counterpart in wet ink and another signs a counterpart with an electronic signature; where one counterpart is wet ink signed and the other counterpart is signed by virtual means (a Mercury signature); or where one counterpart has a Mercury signature and the other counterpart has been signed with an electronic signature. The practice of electronic signing of documents has risen in popularity in recent times, and has accelerated further as a result of the coronavirus (COVID-19) pandemic. This has come to be known as the 'Mercury Signing Approach', which was initially proposed by the Law Society in 2009 in a Practice Note: Execution of documents by virtual means (updated in May 2020). In its 2019 report, Electronic Execution of Documents (Law Com No 386), the Law Commission endorsed the Mercury approach. This involves a scanned manuscript signature being added to the final version of the deed, and is of use where all parties to the transaction...

How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)?

How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)? Many charities will have board or general meetings scheduled over the coming months and be wondering what steps should be taken to observe social distancing measures and protect attendees, particularly those more at risk from coronavirus (COVID-19). Special rules apply to these meetings and will need to be taken into account. Formal meetings are, of course, only one (albeit an important) aspect of a charity’s operations. Outside formal meetings, staff may be able to work and meet remotely in order to keep services going. Where this is not possible, difficult decisions may have to be made about how best to protect a charity’s beneficiaries and reputation until restrictions around movement are eased. This Q&A is principally directed to charities which are structured as companies. Board decisions: one-off decisions where a meeting cannot be held If a decision is needed at short notice on...

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Tax weekly highlights—9 January 2025

This week's edition of Tax weekly highlights includes: (1) updates on the progress of the Finance Bill 2025 and the National Insurance Contributions (Secondary Class 1 Contributions) Bill, (2) HMRC updated guidance on R&D claims, (3) News Analyses on the FTT’s decisions in Chemidex Generics Ltd and NHS Mid & South Essex ICB, (4) the UK-Ecuador DTT coming into force, (5) HMRC guidance on digital platform reporting, and (6) the OECD’s new tools for the implementation of Amount B of Pillar One.

Private Client weekly highlights—9 January 2025

This week’s edition of Private Client highlights includes: (1) the Ministry of Justice’s new factsheet on applying for payment out of a fund following the death of a Court of Protection client; (2) JTC Employer Solutions Trustee v Garnett, in which the High Court permitted rescission of sub-trust appointments saving IHT for EBTs caught by income tax avoidance rules; (3) the Charity Commission’s consultation on the vulnerability of non-profit organisations to terrorist financing abuse; (4) the Public Bill Committee stage of the Finance Bill 2025 begins on 28 January; (5) NHS Mid & South Essex ICB and Ors v HMRC, an FTT decision which considered the meaning of interest with respect to redress payments, and (6) changes to Switzerland’s international succession law allowing choice of jurisdiction in force from 1 January.