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Offences for which a DPA may be entered into—checklist A deferred prosecution agreement (DPA) is an agreement between an organisation and a designated prosecutor to enable the latter to defer a prosecution by staying an indictment on specific terms. No proceedings in relation to the matters covered by the DPA may be instituted against the organisation while the DPA remains in force. A DPA therefore allows a company to continue without the threat of a lengthy criminal investigation and a costly prosecution hanging over it. For detailed information on DPAs, see Practice Notes: • Deferred prosecution agreements • DPA process • Terms and content of a DPA • DPAs in practice DPA’s are only available to organisations in respect of the offences specified under the Crime and Courts Act 2013, Sch 17 (CCA 2013). The checklist below, lists the offences for which a DPA may be entered into, including common law and statutory offences. In addition to the offences below, any offence that is ancillary to those listed below,...
Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...
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Court procedure—reduction of capital—flowchart This Flowchart illustrates the process to be followed by a limited company with a share capital (whether public or
Redenomination of
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Denmark—cross border banking and finance guide Loan market and developments Please provide a brief overview of the current state of the loan markets in your jurisdiction and any significant recent market developments. The majority of all commercial loans continue to be provided as bank loans (committed and uncommitted) often on a secured basis. The security package may include security over, for example, shares, real property, bank accounts and sometimes also a floating charge covering all moveable property, receivables and intellectual property rights of the corporate borrower in question. Financing of both private and commercial real property is most often made by way of a mortgage credit loan made available by a mortgage credit institution against security over the relevant property. The Danish Capital Markets Act introduced the SME Growth Markets in Denmark, referring to small and medium sized companies (SMEs). In the preparatory remarks to the act it is stated that SMEs have had difficulties in obtaining finance after the financial crisis. By introducing...
Dealing with freelance solicitors From 25 November 2019, the SRA Standards and Regulations introduced a new method of practising: the freelance solicitor. This Practice Note explains the regulatory status of freelance solicitors. It also explains the difference between a sole practitioner and a freelance solicitor. It sets out the restrictions on practice applying to freelance solicitors together with requirements around holding client money and indemnity insurance. It also provides guidance for law firms and in-house lawyers on the risks of dealing with a freelance solicitor on the other side of a transaction or matter. What is a freelance solicitor? ‘Freelance solicitor’ is not a defined term in the SRA glossary. The SRA uses the term ‘freelance solicitor’ in a guidance note to describe a self-employed solicitor who is: • practising on their own, and does not employ anyone else in connection with the services they provide • practising in their own name (rather than under a trading name or through a service company) • engaged directly by...
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Board minutes—general partner (private limited company)—limited partnership COMPANY number: [insert company number] [insert COMPANY name] LIMITED acting in its capacity as the general partner of [insert name of limited partnership] L.p. Minutes of a meeting of the directors (the Meeting) of [insert company name] Limited (the Company) Held at [insert place of meeting] Held 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, notice and...
Resolution—sub-division of shares ORDINARY RESOLUTION THAT [subject to and conditional upon [insert any conditions relating to the exercise of the power to sub-divide shares], ] [[insert number] OR all of the] [insert class] shares of [insert nominal value] each in the capital of the Company [held by [insert
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Does a de jure director of a company have a general right to see legal advice obtained by the company? What if the legal advice concerns the director and may have been prepared in contemplation of bringing or defending proceedings against them? There is no general right for a director to see legal advice obtained by a company. Whether it is appropriate for the director to do so in any particular situation depends on careful consideration of the directors’ statutory and fiduciary duties and the company’s constitution. The legal powers available to any directors are powers to act on behalf of their company. A director of a limited company is effectively an agent of the company, appointed by the shareholders to manage the company’s affairs. Generally, directors will act together as a board, but the board may also delegate certain of its powers to individual directors or to a committee of the board. As a consequence, any powers directors may have are not independent of the company...
Does a public company which allots shares as opposed to paying cash as consideration for a target private limited company's shares act in contravention of the Companies Act 2006, s 586? Allotting shares in a public company: In terms of an allotment of shares our Practice Note: Allotment and issue of shares—introductory points provides useful guidance on the issue, including relating to preliminary considerations, payment for shares allotted and post-allotment actions. The preliminary considerations will be relevant as the articles of association of the company may contain any general restrictions in relation to the allotment of shares, and also whether there are pre-emption rights that will apply to the proposed allotment. Depending on whether the public company in question is a listed or unlisted public company, the following two Practice Notes: Allotment and issue of shares—listed public companies and Allotment and issue of shares—private companies with more than one class of share and public unlisted companies may be useful. Both Practice Notes discuss the procedure for...
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Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators...
Restructuring & Insolvency analysis: The European Court of Justice provided helpful clarity on the test to be applied when ascertaining an individual’s centre of main interests (‘COMI’) for the purpose of opening insolvency proceedings under Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (the EU Recast Regulation on Insolvency). Here, the court held that the COMI for individuals ‘exercising independent business or professional activity’ is in the principal place of business for that individual, regardless of whether the business has an establishment (ie any human means or assets) in that jurisdiction. Written by Matthew Padian, partner, and Lucy Trott, senior associate, at Stevens & Bolton LLP.
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