Insolvency isn’t always the answer – why it’s important to think outside the box

Scenario A A group with a £200m pension deficit but achieving £6m EBITDA – what should a new management team do when they realise this is the situation? The obvious answer was to put the company into an insolvency procedure. However, where, for example, the company’s business is heavily contracts based, the company would have […]

Directors’ decisions: call a moratorium for 20 days?

Government announce plans to protect businesses During the current COVID-19 crisis the Government have announced new plans to help directors run their businesses without threats from third party creditors. Some of these are temporary but the Government have also announced some permanent new laws, as an addition to current Insolvency Law. This is in order to […]

No probate? No problem! New High Court decision relating to the rectification of a company’s register of members

What do you do if a company’s sole member and director dies leaving the company unable to function without them, and you’re the executor of the will? A recent case (Williams v Russell Price Farms Service 2020) relates to the deceased director and shareholder of a company whose executors applied for a court order under […]

COVID-19: Government financial support for businesses

The Government has introduced various forms of financial assistance to businesses in response to the global Covid-19 pandemic. Due to the number of different guidance available on the Government website, this summary will hopefully assist in providing a quick overview on the available schemes and the applicable criteria. 1. Business Loans: The Government released an […]

Coronavirus Business Interruption Loans and Finance

Are you applying for a loan under one of the Government backed schemes? If your application is successful your bank will provide you with legal documentation for the new facility it has offered. This documentation will set out your rights and obligations under the facility, including any potential personal liability. We understand that at the […]

Trade mark strategies in a pandemic outbreak

As with all significant events, novel viruses being no exception, people capitalise on ideas for products and services that could be relevant. For consumer goods, a commercially necessary first step is to launch trade mark applications in the expectation that they will result in registered and therefore more protectable marks. Coronavirus impact on IP and […]

EMI schemes in COVID-19

What is an EMI Option Scheme? Away from the legal jargon, an option is just an agreement that gives someone a right to acquire shares at a point in the future. An Enterprise Management Incentive (EMI) option is a tax efficient option, structured in a particular way to meet specific criteria set by HM Revenue […]

Coronavirus: How to deal with stamping formalities on the sale of shares

As UK companies continue to deal with the ever-changing effect on day to day business as a result of Coronavirus (COVID-19), one of the challenges which companies may face is the impact of the closure of HM Revenue & Customs (HMRC) offices. This might be particularly challenging when faced with post completion matters following transactions […]

Wrongful trading rules suspension: be careful what you wish for!

Due to the material impact of the Coronavirus outbreak on UK business, the Government announced on 28 March amendments to existing statutory insolvency measures. This is in order to assist directors of businesses potentially unable to meet their debts in the current climate. Suspension of ‘wrongful trading’ rules The way this will be dealt with […]

Coronavirus (COVID-19) – Force Majeure and avoiding contractual uncertainty

This article examines the ongoing coronavirus public health crisis and its impact on contracts, the ability to terminate or cancel contractual obligations and refers to a recent case study. In general terms “Force Majeure” (FM) is a legal concept defined under a contract relating to the occurrence of events outside the control of the parties. […]

The pitfalls of incorporating with Model Articles

All limited companies must have articles of association. They are a publicly available document setting out the rules that officers and shareholders must follow when running companies. Model Articles are the standard default articles prescribed by the Companies Act 2006 (the “Act”) and replaced Table A from 1 October 2009. It is increasingly common for […]

When Corporate Structures and Rugby collide

Not long after the dust had settled on the World Cup, Lord Dyson recently ruled that the rugby club Saracens should be docked 35 points and fined £5,360,272.31 for breaching the salary cap imposed by the English Premiership. The fine is the maximum a club could receive and the implications on the sport of rugby […]

Raising equity finance

Equity financing is a way of raising funds from investors to finance your company and its business. Companies are able to allot or issue new shares, whereby a new or existing shareholder subscribe for additional shares in a company and pay a price for those shares, usually at a premium. The Companies Act 2006 (the […]

Update on EMI Options – 2

You will be aware from our EMI Option Scheme update found here that there was a lapse in the State Aid Approval for the extension of the EMI tax reliefs scheme, which expired on 6 April 2018. HMRC advised against the creation of new EMI Option Schemes from 7 April 2018 as the lapse in approval meant the tax […]

Stanhope-Seta – interview with director, Giles Verity

What will happen when the oil runs out? In particular to those companies involved in black gold? It’s a question that elicits fascinating responses from those involved in the oil industry, not least from Giles Verity, whose family business derives 80% of its revenue from petrochemicals. The test equipment and quality control instruments designed and […]

Countdown to GDPR day – Top tips 1: Consent and the GDPR

Under the GDPR, consent needs to be “…freely given, specific, informed and unambiguous…”  In other words, consent will only be validly given where there is a clear statement or conduct by an individual which indicates his/her acceptance of the proposed processing.  Accordingly, the following will no longer be satisfactory evidence of consent: