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Companies Act 2006 - Articles of Association

From 1st October 2009, the Articles of Association (“articles”) will form the main constitutional document of a company. Please see the separate briefing note “Companies Act 2006: Memorandum of Association” for details regarding changes to the memorandum. All companies must

Companies Act 2006 - Memorandum of Association

From 1st October 2009, the Memorandum of Association (“memorandum”) of a company will no longer form part of a company’s constitution. The Companies Act 2006 (“2006 Act”) defines a company’s constitution as its Articles of Association and any resolutions and agre

Services for Business

Services for Business We examine the commercial rationale behind any transaction before drafting the necessary legal documents. We offer a comprehensive range of legal commercial services including: Company Documents – reviewing and drafting new Memorandum of Association, Articles of

The Companies Act 2006 - Shareholders Resolutions and Meetings

The Companies Act 2006 provides for private companies to pass resolutions:- at a meeting; or by written resolution. Please see the separate Briefing Note “Companies Act 2006: Written Resolutions” for further information on written resolutions. Where the Act requires a resolution

Companies Act 2006 - Synopsis of New Act

The new Companies Act 2006 represents the most fundamental reform of company law for more than fifty years and is said to be the longest Act ever passed by Parliament. Much of the previous law affecting companies will be repealed or amended by the Act. Some of the major changes include: Director

Companies Act 2006 - Electronic Communications with Shareholders

Provisions came into force on 20th January 2007 to enable companies and shareholders to communicate electronically. This briefing note gives general guidance on the new provisions. If a company wishes to use the electronic communication provisions legal advice should be sought to ensure that the cor

Companies Act 2006 - Board Minutes

A company’s articles normally contain provisions regarding board minutes, either expressly or by reference to keeping written records of decisions taken.  As one of the directors’ duties under the Companies Act 2006 is to act in accordance with the company’s constitution, each

Companies Act 2006 - Exercise of Members' Rights

The Companies Act 2006 provides that a company’s articles may provide for another person to be nominated to exercise some or all of the rights of the registered member. Such nominated rights can only be enforced by the registered member. Where a member holds shares on behalf of one or more p

Companies Act 2006 - Written Resolutions

The provisions in the Companies Act 2006 relating to written resolutions came into effect on 1 October 2007. Private companies are currently able and will still be able to pass shareholders resolutions by way of written resolutions rather than holding a general meeting. However from 1 October 2020 w

Sickness and new 'Fit Notes'

As from 6th April 2010 the various forms of workers' sick note (also known as a medical certificate or a doctor’s statement) are to be replaced by a single fitness for work medical certificate or "fit note”. The basic law has not changed.  As now, from the ei

Legislative changes - Recent repeals

Just a reminder – two repeals effected by the Enterprise and Regulatory Reform Act 2013 came into force at the beginning this month. These are: The removal of the provisions of the Equality Act 2010 relating to employers’ liability for third party harassment: and Changes to civil lia

Post termination victimisation not covered by Equality Act 2010

Prior to the Equality Act 2010, it had been recognised for quite a while that acts of victimisation taking place after the end of the employment relationship were unlawful under predecessor legislation (See Rhys Harper v Relaxion Group PLC [2003] UKHL 33). This would cover, for example, refusing to

'Consultant' transferred under TUPE (extract from the July 2012 edition of Employment Law News)

Freedman gives us an example of the difference between a person being accepted as self-employed for the purposes of tax and national insurance but in fact being an employee. Dr Freedman operated a business as a sole trader, and in 2009 incorporated it as Career Energy Ltd (CEL). A new company, Caree

Companies Act 2006 - Company Names

Provisions of the Companies Act 2006 regarding a company’s name come into force on 1st October 2009. A name will not be registered if:- Its use would, in the opinion of the Secretary of State, constitute a criminal offence. It is offensive in the opinion of the Secretary of State.

EMPLOYMENT LAW NEWS - APRIL 2013

Double jeopardy Post termination victimisation not covered by Equality Act 2010 Mind the perception reality gap Decisions, decisions You're out of time Revisiting old warnings Secret squirrel Temporary RTI reprieve for small businesses A can of worms, or a diet? Guide to current key facts

Companies Act 2006 - Appointment of Auditors

Provisions of the Companies Act 2006 came into force on 1st October 2007 regarding the appointment of auditors for private companies whose financial statements need auditing. The appointment of auditors for a private company is to be made by the shareholders by an ordinary resolution, although the

A Guide to the CRC Energy Efficiency Scheme

What is the CRC Scheme? The CRC Energy Efficiency Scheme (formerly known as the Carbon Reduction Commitment) is the UK's climate change and energy saving scheme. The scheme is mandatory for both private businesses and public sector organisations, and came into operation on 1 April 2010. Please note

UK Company Law Reform

A SUMMARY OF UK COMPANY LAW REFORM UNDER THE COMPANIES ACT 2006 The constitution and formation of a company For some years, the UK Government had been intending to reform UK Company Law.  This resulted in the Companies Act 2006 (“the 2006 Act”). Why the need for reform? The prev

Equal Pay Audits: reducing inequality or simply heralding a rise in settlements?

The Government Equalities Office’s publication of a consultation on the scope of proposed regulations to bring in equal pay audits where a tribunal finds that an employer has breached equal pay legislation has re-opened the debate on whether these proposed regulations will promote a culture ch

Discrimination in the Provision of Goods and Services

This checklist sets out the duties your business owes to members of the public when you provide them with goods, services or facilities. Since 1 October 2010, these rules are set out in the Equality Act 2010.  Who is a service provider? A service provider is any person who provides services,

EMPLOYMENT LAW NEWS OCTOBER 2013

Justice delayed is justice denied TUPE news Redundancy and offers of “suitable alternative employment”  - Carry on, Matron Legislative changes  - Recent repeals When is a union not a trade union? Discrimination case  -  Appeal cures indirect discrimination Gri

COMMERCIAL LAW NEWS - APRIL 2013

1.         New Regulations on Late Payment of Commercial Debts; in force from 16th March 20132.         Proper execution of company documents3.         “Liquidated Damages&rd;

Equality Act Guidance (extract from the September 2012 edition of Employment Law News)

Nearly two years after most of the Equality Act 2010 came into force, the Government Equalities Office has published a series of guides to the changes made by the Act.  Particularly useful to employers will be to the “quick start” guide to the restriction on asking about health que

EMPLOYMENT LAW NEWS - JUNE 2013

Equal Pay Audits: reducing inequality or simply heralding a rise in settlements? Take your 'clean record' with you If in doubt, stick to the Code ET rules on Seldon To consult or not to consult... Justice and Security Act 2013 Contract, contract, contract Follow up to our May Newsletter &nd;

A Guide to the Role of Company Secretary

A          INTRODUCTION In conjunction with this Guide please also see the separate Briefing Notes “A Guide to Director’s Responsibilities”, particularly section C thereof. Private companies are no longer obliged to appoint a Company S

Commercial Law News - October 2012

Companies Act fines increase Providing goods or services?  Age discrimination ban took effect  on 1 October 2020 Limitation of liability cap stuck down Contract negotiations Beware: an email chain can create an enforceable guarantee 1.    &n;

EMPLOYMENT LAW NEWS - MARCH 2013

That Poundland case Jarndyce redux Sticks and stones Flexible work requests and flexible parental leave Better redundancy deals for older workers? Unreasonable warnings can make a dismissal unfair Rag, tag and bobtail TUPE news galore (if you like that sort of thing) And finally... "What&r;

EMPLOYMENT LAW NEWS - MAY 2013

Welcome to the New World - fees in the Employment Tribunals & EAT But can we have our money back, please? Employee Shareholders: a game of Parliamentary ping-pong The Queen's Speech New Employment Tribunal Rules - but what, and when? Conscientious Objection to specific duties - just how w

The Queen's Speech

Given with all the traditional pomp and ceremony on 8th May was the Queen's Speech, setting out the Government's legislative programme for the coming year. It included a number of employment law-related issues: Immigration Bill - businesses that use illegal labour will face increased fines; Pen

Employment Law News - January 2013

Political beliefs should be protected Short term and one off service provision changes When training schemes don’t add up Volunteers not covered by discrimination law Settling TUPE claims Clawback clause in a compromise agreement was enforceable You don’

Justice delayed is justice denied

This hoary old legal adage was startlingly illustrated in Elliott v The Joseph Whitworth Centre Ltd. Mr Elliott was dismissed on 6 February 2010, and presented a claim of unfair dismissal to a tribunal on 30 April that year – comfortably within the 3 month time limit. Regrettably, nothing much

Jemma Thurlow LLB

Jemma Thurlow LLB - Solicitor      Jemma Thurlow LLB - [email protected] Tel: +44 (0)1372 461411Fax: +44 (0)1372 461401 Jemma qualified in 2010 as a Solicitor.  She trained with a regional legal 500 firm in Surrey having achieved a distinction in h

Assessment of loss – Don't look back in anger

In another case involving consideration of events after dismissal, Cumbria County Council & Anor v Bates, the EAT held that where a teacher was convicted of common assault (involving a former pupil) and subsequently banned from teaching after he had already been dismissed, an employment tribunal

Joint Ventures - Tenders

Introduction Many small businesses would not be able to put in a tender bid based solely on their own resources.  Pooling resources with other businesses opens up a whole new area of work. This article discusses the main options available to businesses wishing to work with other businesses in

EMPLOYMENT LAW NEWS - SEPTEMBER 2013

Assessment of Loss – “ Who said hard cases make bad law?” Assessment of loss – “Don't look back in anger” Redundancy – “Should I stay or should I go?” “Subject to contract” negotiations  - “Make sure you dot the i's an

And finally...."What's happening to the ***** Pope?"

The case of Heafield v Times Newspaper is a useful reminder that not all rude remarks, even if related to race, religion or other protected characteristic, amount to harassment. They may be trivial and transitory, and simply not serious enough to violate anyone’s dignity. The facts of the cas

EMPLOYMENT LAW NEWS - February 2013

  New tribunal limits - for now Religion in the workplace - a question of balance "You're fired!" (but not just yet) The inexorable march of employment law reform goes on and on Accentuate the negative... Poor investigation made dismissal unfair The chance a dismissal might have been

When is the reversal of burden of proof triggered? (extract from May 2012 edition of Employment Law News)

The provision of the Equality Act 2010 reversing the burden of proof in discrimination claims (section 136) means that if a claimant can show facts which could amount to discrimination, then a tribunal must find for him or her, unless the employer can show that there was another explanatio

EMPLOYMENT LAW NEWS JULY 2013

Making costs orders against the impecunious Message in a bottle Not long now... Just because you're paranoid... The girl who played with fire – and got away with it. Whistling in the dark Collective consultation - one establishment or many? Back once again with the ill behaviour A th

You don't have to be mad to work here... (extract from the January 2013 edition of Employment Law News)

Welton v Deluxe Retail (t/a Madhouse) is a case on the application of the rules on continuity of employment for the purposes of calculating qualifying service for statutory employment rights.  Under these provisions, any week when the employee’s relations with his or her employer are &ldq;

How to protect your business from interruptions (extract from the June 2012 edition of Commercial Law News)

Contracts usually contain future or ongoing performance obligations that could be affected by problems with business continuity  - such as terrorism, natural disasters or traffic nightmares caused by the Olympic Games.  Under English law a party that is unwilling or unable to perform its o

The Bribery Act 2010

The Bribery Act 2010 introduces new criminal offences in connection with offering or receiving bribes.   It was originally expected to come into force on the 1 October 2020 but it was then postponed until April 2011.   It has now been further postponed until 3 months after the fi

Discrimination on the grounds of marital status (extract from February 2012 edition of Employment Law News)

The Equality Act 2010, like its predecessors, protects those with the protected characteristic of marriage from discrimination on the ground of that characteristic.  Does this concept, originally introduced to deal with the out-moded practice of dismissing women as soon as they married, which s

Employment

Employment Morgan Russell is recognised for offering practical, expert advice to both employers and to senior employees. This area of law frequently changes and getting the right advice at the right time is vital. We provide sound employment law advice in a commercial context, guiding clients thr

Provisions, criteria and practices (2) (extract from March 2012 edition of Employment Law News)

The second of this month's two disability cases, Burke v The College of Law & Anor, was a decision of the Court of Appeal concerning a mature student at the College of Law who had multiple sclerosis.  He was seeking to qualify as a solicitor, and over the period of the legal practice course

The Digital Economy Act 2010

When does it come into force? The Digital Economy Act 2010 (“the Act”) was enacted on 8th April 2010. Some parts have come into effect immediately while others come into effect in a couple of months. However, other provisions require further public consultation or parliamentary approval

Accentuate the negative...

Aderemi v London and South Eastern Railway Ltd gives some useful pointers about what sort of disability will be a protected characteristic under the Equality Act 2010. While an inability to carry out all your work duties does not equate to an inability to carry out day to day activities, it shoul

Provisions, criteria and practices (1) (extract from March 2012 edition of Employment Law News)

Two cases this month looked at the impact of the application of provisions, criteria or practices ("PCP"s) in the  workplace and employers’ duties to make reasonable adjustments.  The first, Roberts v North West Ambulance Service, related to an ambulance dispatcher who suffered

A Guide to Director's Responsibilities

A          INTRODUCTION 1.         Company Administration Company administration can be a time consuming nuisance for busy Directors.  However, it is an important part of managing a business and should no

Whistle-blowers' protection for LLP members (extract from June 2012 edition of Employment Law News)

The decision of the EAT in Clyde & Co LLP v Winkelhof [2012] UKEAT 0568 holds that LLP members may be “workers” for the purposes of whistle-blowing protection, even if they are remunerated in part by a profit share.  The case concerned an equity member of an LLP who worked

The chance a dismissal might have been fair is no bar to reinstatement

Reinstatement and reengagement are remedies a tribunal must consider wherever a claimant indicates a desire for either of these remedies. Arriva London Ltd v Eleftheriou looks at the situation where a tribunal finds that a dismissal is unfair, but on the facts there is a chance that the claimant wou

Establishing the trigger point for employers' liability insurance (extract from April 2012 edition of Employment Law News)

The decision of the Supreme Court in BAI (Run Off) Ltd v Durham  & Ors is the most recent chapter in long running litigation on the liability of insurers under policies taken out by employers to cover them for industrial diseases contracted by employees.  The litigation arose over the

Contract Negotiations - Pitfall to Avoid

This briefing note highlights some of the major pitfalls that your business needs to be aware of, and should avoid, during a contract negotiation.  You should always take legal advice if your business is negotiating a large or unusual contract. Who are you negotiating with? Does the person yo

Commercial Law News - June 2012

Rights of termination in contracts Grace period for “Cookies” ended on 25th May 2012 How to protect your business from interruptions Are you ready for the Olympics?    SONNING EVENT - A Charity Evening is being held at The Mill at Sonning on Sat

A Guide to Agency Agreements

This guide will consider the following: The Nature of Agency Agreements; Types of Agency Agreements; Tax Issues; The Law and Agency Agreements; and Common Terms in Agency Agreements. 1.    THE NATURE OF AGENCY AGREEMENTS An agency occurs when one party (the agent) has aut

Conscientious Objection to specific duties - just how widely can it extend?

Termination of pregnancy remains one of the most controversial issues we have in our society. When Parliament legalised it by the Abortion Act 1967, it recognised that, despite all the strict procedural requirements and safeguards it sought to build in, nonetheless this would simply be a step too fa

International commuters can be protected by UK employment law (extract from March 2012 edition of Employment Law News)

Commuting is no fun, unless you are fortunate enough to work from home, but imagine the plight of the international commuter.  Now at least they may have the comfort of knowing that they have employment law protection, as this case shows.  Since 1996, when the territorial restri

Which Business Structure?

Choice of business – Sole trader, partnership, limited company or LLP? When starting up your business one of the issues to think about is what sort of legal structure you might need.  There are four widely used forms of business structure used in the UK, as follows: sole trader a par

Ordinary and Additional Paternity Leave

This note looks at ordinary paternity leave and pay which was originally introduced in April 2003 and are contained in the Paternity and Adoption Leave Regulations. Going forward the Work and Families Act 2006 provides for a new right to additional paternity leave and pay. There has been some delay

Company records which must be kept

Company Records are defined in the Companies Act 2006 as being any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company and any register kept by a company of its debenture holders.  They may be kept in elect

New Powers for the Information Commissioner

From 6 April 2021 the Information Commissioner (“the Commissioner”) will have the power to issue a monetary penalty notice (“MPN”) against your business if it has committed a serious data protection breach. What is an MPN? An MPN is a notice requiring a data controller to p

Chancel Repair Liability

What is Chancel Repair Liability? Chancel repair liability dates back to medieval times, when every parish had its own rector. The rector enjoyed certain proprietary rights, including a right to profits from parish land and tithes.  Repairs to the chancel (or eastern end of the church) were th

Companies Act 2006 - Overseas Companies

Provisions of the Companies Act 2006 regarding overseas companies come into force on 1st October 2009. If an overseas company sets up an establishment in the UK, it is under an obligation to register it.  There are alternatives to an establishment - namely appointing an agent or setting up a

Employment Law News - July 2012

Not reasonable for employer to ignore medical report Beecroft redux Brevity is the soul of an ET1 Union did not victimise member by refusing to continue representation Changing the EDT Complex redundancy selection criteria not always necessary TUPE anoraks this way

Employment Contracts - Key Ingredients (Part 2 of 4)

As a preliminary point, it is worth briefly discussing what a contract is. A contract is an agreement which gives rise to legally enforceable obligations for the parties to it. A contract is formed when an offer containing the basic terms of the agreement is made by one party and in response the ot

CONTRACT LAW BRIEFING NOTE (2)

Contract Law Briefing Note (2)Contract Negotiation and Some Protection Measures This is the second of a series of Briefing Notes covering aspects of English Contract Law which we feel are of relevance to business people.  The first Briefing Note  covered “How Contracts are Formed&rd;

A Guide to Buying or Selling a Company

This guide to buying or selling has been prepared to give an inexperienced seller or buyer a brief overview of the various stages of buying or selling a UK company. The Beginning The first stage that the parties to such a deal will usually go through simply involves the early negotiating for the m

Key Issues on recruitment and termination of employees in England and Wales

 1.            GENERAL INTRODUCTION Compared with the United States, where there is no requirement for a written or verbal contract of employment and employers and employees can terminate the employment relationship at any time, for a

NATIONAL EMPLOYMENT SAVINGS TRUST AUTO ENROLMENT (Special Edition)

    Morgan Russell SolicitorsHillbrow HouseHillbrow RoadEsherSurrey  KT10 9NW Telephone:  +44 (0) 1372 461411Fax:  +4 (0) 1372 461401Email:  [email protected] Charlwood Leigh LimitedCameron HouseChurch StreetLeatherh

Employment Law News - March 2012

Disciplinary suspension should not be a “knee-jerk” reaction Bully-boy tactics cut no ice with the Court of Appeal When is a group not a “grouping” The Help II International commuters can be protected by UK employment law Rights of long term sick

Key Issues on recruitment and termination of employees in England and Wales

 1.            GENERAL INTRODUCTION Compared with the United States, where there is no requirement for a written or verbal contract of employment and employers and employees can terminate the employment relationship at any

Termination of employees with less than one year's service

1.         INTRODUCTION This note has been prepared as a general guidance note only and specific legal advice should be sought for each matter as individual circumstances vary. It is only a brief note and is not intended to be comprehensive. Employers always

Flexible Working Requests

Introduction The right to request flexible working hours was first introduced in 2002.  At that time the right applied only to carers of children under the age of 6 (or disabled children under the age of 18).  It has since been extended (see further below). When it was first introduced t

The Equality Act

1.            Introduction 1.1       The Equality Act (“the Act”) is due to come into force in October 2010 (with the exception of some specific public sector equality duties which are not due to come i

A Guide to Distribution Agreements

This guide will consider the following:  The Nature of Distributions Agreements; Types of Distribution Agreements; Tax Issues; The Law and Distributions Agreements; and Common Terms in Distribution Agreements. 1.            THE NA

Key Labour Law issues in England and Wales

1.     GENERAL INTRODUCTION UK employment law makes a distinction between employees who work under a contract of employment and independent contractors who work under a contract for services. An employee enjoys more legal rights than an independent contractor. However, some rig

Business Continuity

This briefing note sets out what the legal implications of business interruptions are and provides practical steps for consideration, particularly in light of the Olympic Games and Paralympic Games this year and other high profile matters. In recent years there have been a number of high profile th

Social Media: A web of difficulties - Employer best practice

 A TALK PRESENTED BY MELANIE SMITH ON 17.10.13 AT THE PANEL PRESENTATION GIVEN TO THE AMERICAN BAR ASSOCIATION SECTION OF INTERNATIONAL LAW 1.   INTRODUCTION There has been a massive growth in the use of social media in recent years and employers have a range of attitudes to i

Employment Law News - April 2012

How far can cost considerations be a justification for age discrimination? Establishing the trigger point for employers’ liability insurance No unfairness in process for selecting candidates for alternative employment Establishing the pool for redundancy selection &ldqu;

Employment Law News - February 2012

Increase in tribunal limits Domestic workers Offshore workers can be required to take annual leave while onshore Discrimination on the ground of marital status A TUPE miscellany What counts as suitable alternative employment? No compensation for manner of dismissal. Ever Employer entitled t

Employment Law News - September 2012

In place of discord Tribunal changes in the offing Compulsory retirement at 67 can be justified Keep your hair on - are you or are you not a worker? It’s a simple enough question, isn’t it? Employee did not breach duty of fidelity when seeking business for himself

Employment Law News - May 2012

Justification for direct age discrimination must be related to the general public interest Indirect discrimination related to retirement is unlawful age discrimination Rejected applicants have no right to disclosure of the successful candidate’s details Servant or serf?

Employment Law News - June 2012

After the Beecroft brouhaha Early retirement benefits transfer under TUPE Organised groupings are not just a matter of happenstance Whistle-blowers’ protection for LLP members Refusing a settlement offer The Help III Rights to a hearing by an impartial and ind

Age Discrimination

INDEX   1.         Introduction 2.         Scope of the Regulations 3.         A bit of legal jargon (only a bit!) / Key Concepts 3.1