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General information to be disclosed by e-commerce websites—checklist

General information to be disclosed by e-commerce websites—checklist Businesses operating e-commerce websites (referred to as ‘traders’ below) may be subject to general information disclosure obligations under the following laws: • the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, SI 2015/17 (Names and Trading Disclosures Regulations 2015)—see Practice Notes: Trading disclosures and Ongoing filing obligations and trading disclosures of a limited liability partnership • the Electronic Commerce (EC Directive) Regulations 2002, SI 2002/2013 (E-Commerce Regulations 2002)—see Practice Note: Information society services and e-commerce • the Provision of Services Regulations 2009, SI 2009/2999—see Practice Note: The Provision of Services Regulations 2009—impact on service providers and service recipients Most commercial websites are subject to the E-Commerce Regulations 2002 and the Provision of Services Regulations 2009. In addition, companies and limited liability partnerships (LLPs) are subject to the Names and Trading Disclosures Regulations 2015. These laws contain an extensive list of overlapping information regarding disclosure obligations. While not all of them may apply to all e-commerce websites, their applicability...

Differences between restructuring plans, schemes of arrangement, and CVAs

Differences between restructuring plans, schemes of arrangement, and CVAs Part 26A restructuring plans The Corporate Insolvency and Governance Act 2020 (CIGA 2020) introduced a new restructuring tool, namely a Part 26A restructuring plan. Consultation responses and discussions with stakeholders persuaded the government of the benefits of modelling the restructuring plan procedure on that of schemes of arrangements. As well as familiarity, this had the advantage of providing a long-established and tested body of jurisprudence that courts are able to draw upon when dealing with certain aspects of restructuring plans and considering matters such as class formation (ie relevant scheme case law is applicable to certain provisions of the new restructuring plan procedure, see: Schemes of arrangement—overview). CIGA 2020 introduced a restructuring procedure that allows a company to bind all creditors or members, including junior (or senior) classes of creditors even if they vote against the plan, through the use of a cross-class cram down (CCCD) provision if certain conditions are satisfied (see Practice Note: Cross-Class Cram Down under a Part...

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CRC Initial Phase (Phase 2)—corporate structures [Archived]

CRC Initial Phase (Phase 2)—corporate structures [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. The CRC Energy Efficiency Scheme (CRC Scheme) The CRC Scheme was a mandatory UK-wide emissions trading scheme in the UK that aimed to cut carbon dioxide emissions and improve energy efficiency in large non-energy intensive public and private sector organisations. Organisations that qualified for the CRC Scheme had to report their emissions, and purchase and surrender allowances for every tonne of carbon dioxide they emitted. The CRC Scheme was introduced using enabling powers from the Part 3 of Climate Change Act 2008, (CCA 2008). The primary details of the CRC Scheme are contained in the CRC Energy Efficiency Scheme Order 2013, SI 2013/1119 (CRC Order). The CRC Scheme has been split into successive phases. The first phase (the Introductory Phase (Phase 1)) ran from 1 April 2010 to 31 March 2014. The final phase ran from 1 April 2014 to 31 March 2019 and was confusingly officially...

Funding an employee benefit trust

Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): • practical aspects of funding an EBT • financial assistance—the background • financial assistance—the current position • relevance of financial assistance to EBTs • financial assistance—exemptions • the employees’ shares scheme exemption • consequences of non-compliance of the financial assistance provisions • tax implications for close companies which fund EBTs, and • corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example £100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: • voluntary contribution • loan...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Board minutes—payment of cash dividend—private limited company (shares)

Board minutes—payment of cash dividend—private limited company (shares) Company number: [insert company number] [insert company name] [LIMITED OR LTD] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR Ltd] (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 any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company’s articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, 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 quorum [Insert name] was appointed Chair of the Meeting. The Chair...

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Can an enterprise management incentives (EMI) option holder claim business asset disposal relief in relation to the sale of shares resulting from the exercise of an EMI option if a disqualifying event has previously occurred?

Can an enterprise management incentives (EMI) option holder claim business asset disposal relief in relation to the sale of shares resulting from the exercise of an EMI option if a disqualifying event has previously occurred? Business asset disposal relief (BADR) is a reduced rate of capital gains tax (CGT) that individuals or trustees, but not companies, can claim when they dispose of business assets. Certain conditions must be met before the relief will apply. In relation to disposals made after 6 April 2025, the effect of the relief is to reduce the rate of CGT on the disposal to 14% on a lifetime limit of gains of up to £1m. Previously, the rate of CGT that applied when BADR was available was 10%, but this was increased by the Finance Act 2025, which also legislated that the rate would be further increased to 18% for disposals made on or after 6 April 2026. For details of the qualifying conditions for BADR and the lifetime limit that applies to it, see...

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Competition weekly highlights—17 April 2025

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the Court of Appeal's judgment dismissing an appeal against a CAT ruling approving litigation funding arrangements regarding a damages action brought against Apple alleging abuse of dominance in the supply of Apple iPhones, (2) publication by Ofwat of its revised approach to water and wastewater mergers, (3) the CMA's decision to fine Keysight Technologies for failing to provide documents to the CMA during a phase 1 merger investigation, and (4) the CMA's decision to launch a call for inputs to inform its review of the Subsidy Control Act 2022.

Corporate weekly highlights—17 April 2025

This week's edition of Corporate weekly highlights includes: the FCA’s update following the closure of the consultation on the regulatory framework for the PISCES sandbox, news of the postponement of the implementation dates for the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, as well as news analysis on the UK’s approach to modern slavery. It additionally includes the Court of Appeal judgments in (i) Syspal Capital Ltd v Truman relating to the interpretation of pre-emption provisions in articles of association and (ii) Kington S.À.R.L. v Thames Water Utilities Holdings Ltd relating to a restructuring plan under Part 26A of the Companies Act 2006.