Ordinary business Definition

GLOSSARY

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What does Ordinary business mean?

Matters undertaken at the general meeting (particularly the agm) of a company. Since the overhaul of the listing Rules from 1 July 2005, the term 'ordinary business' is used without specific definition. Under previous editions of the Listing Rules an exhaustive list of resolutions considered to be 'ordinary business' at the AGM of a listed company were set out, including matters such as receiving or adopting accounts, and declaring a dividend. Instead the FCA expects the term to cover any resolution that companies would regularly seek approval for at their AGMs. Listed companies must make their own judgements about what they would consider to be ordinary business, with reference to their articles of association which may make a distinction between ordinary and special business.

View the related checklists about Ordinary business

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...

Allotment of shares and disapplication of pre-emption rights—listed company—checklist

Allotment of shares and disapplication of pre-emption rights—listed company—checklist STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares. This checklist sets out...

Freezing injunctions—interpretation and practical implications

Freezing injunctions—interpretation and practical implications As discussed in Freezing injunctions—the draft order, the contents of a draft order for a freezing injunction should, in the first instance, and subject to the court in which your matter is proceeding, follow the wording of the example found at CPR PD 25A, Annex A—Freezing injunction. It is therefore essential that you understand how the standard terms in freezing orders have been interpreted in practice so that you know the likely scope and limits of what can be achieved by adhering to that wording. Equally, defendants or third parties being served with a freezing injunction will want to know precisely what they can and cannot do as a result of the order. This Practice Note therefore examines the court’s approach to interpreting freezing injunctions, including how certain standard terms in freezing injunctions have been interpreted by the courts and the practical implications of freezing injunctions both for defendants and third parties affected by them. In this Practice Note: • the...

Marine war risks

Marine war risks Introduction Marine war risks insurance covers a series of disparate perils. They are collected together for historical reasons, in that they were historically excluded from, or not covered by, ordinary marine risks cover. The technique for covering war risks before 1982/1983 was convoluted. Some risks were excluded from marine cover by a warranty that the subject-matter was ‘free of capture and seizure’ (‘f.c.& s.’). War risks insurance covered those risks which would be excluded by such a clause. They are now collected in the Institute War and Strikes Clauses which accompany the MAR form, which is a standard policy wording developed by the London market to replace the venerable but archaic SG form (as scheduled to the Marine Insurance Act 1906). War risks premiums War risks premiums are calculated on the assumption that there is no conflict between major powers. The Institute Clauses provide for automatic termination in the event of the outbreak of war between certain major powers (which for these purposes includes the UK, USA, France,...

Discover our 58 Practice Notes on Ordinary business

Explanatory statement for a restructuring plan

Explanatory statement for a restructuring plan This document is important and requires your immediate attention If you are in any doubt as to any aspect of this proposal or as to the action you should take, you should consult your professional adviser without delay. Further copies of this document and the enclosed voting forms can be obtained from the address listed on page [insert number]. [they may also be downloaded and printed from the website [insert website address]]. Proposal in relation to restructuring plan Pursuant to Part 26A of the Companies Act 2006 Between [Insert Company name] And its creditors/members (as defined in the restructuring plan) The meeting[s] of Creditors/Members to consider the restructuring plan (the Meeting[s]') will be held [[at insert address] OR virtually by telephone/webinar OR on [insert date] . The meeting[s] will commence at [insert time] London time. Notice of the meeting[s] is set out in Appendix 5 to this document. The action required to be taken by...

IT equipment purchase agreement—pro-customer

IT equipment purchase agreement—pro-customer This Agreement is made on [date] Parties 1 [Insert name of Customer][ of OR ,a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at][ insert address] (Customer); and 2 [Insert name of Supplier][ of OR ,a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at][ insert address] (Supplier), (each of the Customer and the Supplier being a party and together the Customer and the Supplier are the parties). Background (A) The Customer wishes to purchase the Equipment, and license the Software, from the Supplier. (B) The Supplier agrees to supply the Equipment, and license (or procure the licensing of) the Software, to the Customer in accordance with the terms of this Agreement. 1 Definitions and interpretation 1.1 In this Agreement: Acceptance • means the completion by the Customer of the procedure set out in clause 5.3 and its formal acceptance of the Equipment; Affiliate • means any entity...

Dive into our 7 Precedents related to Ordinary business

Can you give upfront consent or set certain criteria in advance for the release of assets from a fixed charge without compromising that fixed charge?

Can you give upfront consent or set certain criteria in advance for the release of assets from a fixed charge without compromising that fixed charge? The key characteristic of a fixed charge is that the security holder exercises a certain level of control over the charged asset preventing the security provider from doing anything to take the asset outside of the scope of the security. The issue here is whether the security holder, by giving an advance consent to release, even subject to criteria, forgoes control and allows the security provider to remove the asset from the ambit of the security in a way that turns the fixed into a floating security interest. What level of control is necessary? The practical difficulty in giving definitive advice on this issue is that in the leading case on re-characterisation of a fixed charge; National Westminster Bank plc v Spectrum Plus Limited, the judges gave no guidance on the level of control that it was necessary for a...

Will a section 177 of the Highways Act 1980 licence be valid where a building oversails land belonging to a third party and consent has not been obtained from the third party but the local authority has provided consent? Is there any restriction on how long a section 177 highways licence can be granted for?

Will a section 177 of the Highways Act 1980 licence be valid where a building oversails land belonging to a third party and consent has not been obtained from the third party but the local authority has provided consent? Is there any restriction on how long a section 177 highways licence can be granted for? Consent of adjoining owner Trespass is the unlawful presence of a person on land in the possession of another. The ownership of land includes the airspace above it. Therefore, an invasion of the airspace above it is a trespass. The adjoining landowner can claim damages and obtain an injunction. Trespass is actionable, and so an injunction and nominal damages can be obtained, without the landowner having to demonstrate damage. It is sufficient that its property rights are being interfered with. Therefore, it is no defence that the damage is trivial and the landowner’s ordinary business is not interfered with. Oversailing issues crop up, commonly, in the case of development where a tower...

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UK judgment could change anti-money laundering regimes

Law360, London: On 27 June 2024, the Court of Appeal of England and Wales handed down judgment in the case of R (on the application of World Uyghur Congress) v National Crime Agency.

Arbitration weekly highlights—31 August 2023

This week's edition of Arbitration weekly highlights includes: coverage of an anti-suit injunction application in England & Wales; coverage of arbitration-related decisions from the USA and Hong Kong; updates from the Asian International Arbitration Centre (AIAC), the Dubai International Arbitration Centre (DIAC), and the Singapore International Arbitration Centre (SIAC). All this, and more, in our weekly highlights.

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