Corporate Focus- November 2009
Welcome to the November edition of the Weightmans’ Corporate
newsletter.
In this edition, we review the Companies Act
2006, now it is fully in force. We look at the new structure which
will be soon be available for charities and assess the advantages
and disadvantages. We explore unfair prejudice claims under the
Companies Act 2006, and the Court’s approach. We also look at the
efficacy of “no waiver clauses” in the context of a Court of Appeal
decision this year.
We welcome feedback on ways in which we can
ensure our newsletters suit your needs. Please email Ian
Vicary on: ian.vicary@weightmans.com
Hot topics
Getting our Act together
The Companies Act 2006 is finally here with
some interesting changes to settled company law principles; from
the abolition of authorised share capital, to the codification of
Director’s duties. Lynne Rathbone looks at
the key differences and their potential implications for
companies.
Charities Inc.?
Charities will soon be able to incorporate
themselves using a brand new structure which is the product of
years of Government and Charities Commission reviews. Chantel Clague examines how charities may finally
rid themselves of dual regulation, and leave company procedure
behind.
Unfair prejudice under the Companies Act 2006
The Companies Act 2006, as the 1985 Act did
before it, recognises the need to protect minority shareholders.
Sarah Conroy considers the remedies
available to shareholders under the new Companies Act, and explores
the view of the courts in the light of a recent High Court
decision.
No waiver-ing: terminate or affirm
Many commercial contracts will contain “no
waiver” clauses which attempt to preserve an innocent party’s right
to remedies if there has been a delay in seeking those remedies.
The Court of Appeal’s decision in the Tele2 International
Card Companycase has cast doubt over the effect of the
no-waiver clause. Laura Gittins considers
this recent case and suggests lessons to be learned from
it.
Not-so-cunning clauses
The High Court has found in favour of the
Office of Fair Trading in an action brought against Foxtons Estate
and Letting Agency under the Unfair Contract Terms in Consumer
Contracts Regulations (SI 1999/2083). Ian Vicary considers the implications this decision
has when drafting consumer contracts.
Information is key
The High Court has recently ruled that an
architecture firm committed a fraudulent misrepresentation by not
informing its client that their architect (also a director of the
practice) had resigned. Danni Bensley
reviews this case and provides some tips for organisations going
forward.
News
Split “maternity”
The Government has recently announced new
proposals to allow parents to share maternity leave. Jane Hobson takes a look at this and reviews the
potential impact it could have on businesses.
Legal 500 Corporate ranking
The Weightmans Corporate team retained its
impressive ranking in this year’s edition of the Legal 500 guide.
Please click here for more details.
Corporate deals
Weightmans Corporate and Commercial teams deal
with a wide range of services including mergers and acquisitions,
management buy-outs and buy-ins, reorganisation and restructuring,
joint ventures and shareholder agreements. For examples of our recent deals please click
here.