When a company’s director is unwilling to resign, and no articles of association or shareholders’ agreement offer provision for their removal, a statutory procedure in sections 168 and 169 of the Companies Act 2006 allows the shareholders to remove the director from office. Such a procedure should be available regardless of any provision in the […]
A management buy-out (MBO) is a transaction in which a target business is transferred, in whole or in part, to its management team, usually using a new company established for the purpose (a “Newco”). The sale of a business to the management team can be advantageous to both the seller and the management team, due […]
Venture Capital (VC) funds are investors who provide expertise and capital (called venture capital) in privately funded companies at an early stage of their life cycle. This contrasts with more traditional ‘private equity funds’ who tend to invest in companies that are more mature and have a structured business plan in place. How venture capital […]
A business can change, but the business of identifying who is officially in control of it remains of central importance. For a number of years, businesses have had to familiarise themselves with the requirements of PSC legislation – namely, to have a register that identifies who owns or controls a company, known as Persons with […]
On 26 June 2020 the Government’s new Corporate Insolvency and Governance Act 2020 (CIGA) came into force. CIGA sets out temporary measures in response to the COVID-19 pandemic. Also, there are important permanent reforms to insolvency and company law. Together this represents a major package of new legislation to help navigate troubled times and in […]
The current COVID-19 pandemic has changed the way we approach certain elements of signing practices. Following the lockdown, we had to quickly adapt to remote execution of documents and the challenges this presented. The pandemic has given us food for thought for reform in the future, which is very much being considered by the government. […]
Scenario C A group of companies went from £50m worth of equity to £20m worth of negative equity in just 6 months, at a time when it was not possible to sell any of the assets. The group had outstanding bank debt, and the bank needed a solution. Outcome There was a renegotiation of the […]
Scenario D Your bank is taking all of the downside risk, and your PE House is taking most of the upside benefit – what do you do? You try and persuade your PE House to invest some more cash reducing the bank’s exposure and increasing the PE House’s exposure. But what if they are not […]
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 […]
Scenario B The bank had lost confidence in a management team. The company had £40m of debt and capital assets that were reducing in value. The bank gave the sole shareholder of the company a clear choice: sell the company or replace the management team (and if in the latter case it was clear that […]
We understand that the landscape is incredibly difficult for businesses at the moment, and that things are changing day by day, sometimes hour by hour. Having worked with a number of businesses who have experienced very difficult situations over the years, we thought it may be helpful to share some case studies to demonstrate that […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
What is the Coronavirus Business Interruption Loan Scheme (CBILS)?
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 […]
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 […]
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. […]
As UK companies continue to deal with the staggering implications of Coronavirus, one of the challenges which directors may face is the requirement to finalise and file statutory accounts at Companies House within the filing deadlines.
The Coronavirus Business Interruption Loan Scheme (CBILS) is now available.
The Government is offering further support for businesses and the self-employed in these uncertain times by allowing extra time for payment of VAT and income tax.
While the current climate presents a number of serious challenges for businesses, there may also be new and positive opportunities arising.
For those concerned about being able to pay their taxes as a result of coronavirus, HMRC has set up a helpline which you can call for help and advice on your circumstances – 0800 0159 559.
On 17 March 2020, the Chancellor issued an update in respect of a temporary financial package aimed at providing support for businesses.
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 […]
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 […]
If you are planning on selling your company, at some stage in the process you will be asked “Do you know where the company’s statutory registers are and are they written up-to-date to show the current shareholders?” An increasingly common response to this is “Everything to do with the company and our shareholding is shown […]
When the decision is finally made to sell a business, the prospect of receiving the full consideration often outweighs anything else meaning that sellers tend to look for a quick sale. However, a corporate transaction can be an intricate process with complex issues at stake and parties on both sides looking to achieve the best […]
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 […]
The outstanding progression of technology in the 21st Century has resulted in the phenomenon known as ‘the Internet of Things’; whereby devices can connect via the internet in order to communicate not only with us, but also with each other. The aim is to create a smarter way of life. Many devices are already available […]
We are seeing numerous transactions in the TMT sector, many of which are a consolidation of the market. Additionally, a number of these transactions are bolt-ons with businesses adding additional expertise.
If the festive break has hardened your resolve to sell your business, these handy tips on what to do in advance of a sale may make the whole process easier – and secure you a better price.
Benjamin Franklin said “by failing to prepare, you are preparing to fail” and that is never more than true in transactional work. As preparation is key to a smooth and ultimately successful acquisition or disposal, each quarter we will bring you some of our most important rules to follow leading up to that all important […]
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 […]
A modern employee incentive means more than just salary
Forgive me for harping on, but I am passionate about EMI Schemes and their benefits. If you are not, allow me a few minutes to convince you.
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 […]
For thousands of businesses across the UK, outsourcing IT provides greater value, a better return on investment and peace of mind. It allows companies to spread their investment in IT infrastructure and call upon a wealth of expertise as and when needed, rather than employing a large in-house team.
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:
Moore Blatch has extensive experience in IT transactions and helping clients to achieve the best price.
Databases can be protected by database right and/or copyright. A recent spat between the supplier of an internet-based electrocardiogram (ECG) reporting system known as the “ECG Cloud” has led to the conclusion that a simple PDF document relating to the ECG Cloud was protected by both database right and copyright.
On 26 June 2017 the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 came into force in the United Kingdom.