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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

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 Much of the previous law affecting companies will be repealed or amended by the Act.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 - 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 - 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.

Companies Act 2006 - LLPs

Subject to a limited number of exceptions the Companies Act 2006 applies to LLPs.  The main exception relates to accounts.  The accounts and audit provisions of the Companies Act 2006 do not apply to LLPs.  LLPs are subject to separate regulations. The structure and incorporation of

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

Companies Act 2006 - Execution of Documents

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the execution of documents by companies. Prior to 6th April 2008, private companies were required to have a company secretary.  Since 6th April 2008, private companies are no longer required to have a company secr

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

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 - 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

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 - Accounts

Provisions of the Companies Act 2006 came into force on 6th April 2008 relating to Accounts.  This Briefing Note only deals with requirements for private companies. This Briefing Note gives a general update and does not cover any specific requirements for a company’s accounts.  Comp

Company Commercial

Company Commercial Our expertise in company commercial law covers a wide range of legal issues affecting both businesses and individuals. For an organisation to operate effectively it is vital that company documents are correctly drafted and reviewed, and that Agreements are ‘fit for purpose

Companies Act 2006- Financial Assistance

The legislation regarding financial assistances changed on 1st October 2008. Please note this Briefing Note only deals with the changes that affect private limited companies. The Companies Act 1985 contains a prohibition on the giving of financial assistance by a company or any of its subsidiaries

Companies Act 2006 - Political Donations

Provisions came into force on 1st October 2007 regarding political donations made by companies to political parties and to other political organisations and also political expenditure incurred by companies.  The Act prohibits such donations or expenditure unless authorised by the shareholders

Companies Act 2006 - Shares: Issues and Transfers

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the issue and transfer of shares. As previously, a private company must not offer shares to the public. A share certificate under the common seal of the company, specifying shares held by a member, is prima facie evid

The Companies Act 2006 - Reduction of Capital

The Companies Act 1985 permits a limited company with a share capital to reduce its share capital in circumstances where creditors would not be adversely affected and provided that the company complies with the procedural requirements of the Act. The method of reduction will depend on the reasons f

Companies Act 2006 - Derivative Claims

Derivative claims are not new.  Although they did not exist under the Companies Act 1985 such claims exist under common law.  The Companies Act 2006 introduces provisions for derivative claims which came into force on 1st October 2007.  A derivative claim is a claim brought by a memb

Companies Act 2006 - Auditors Liability Limitation Agreements

Provisions of the Companies Act 2006 came into force on 6th April 2008 regarding the ability for auditors to limit their liability. Companies and auditors can now enter into ‘liability limitation agreements’.   These agreements are designed to limit an auditor’s liabilit

Companies Act 2006 - Electronic Communications

Provisions came into force on 1st January 2007 extending the information required to be stated in correspondence. The changes apply to both companies and LLPs.  Although this briefing note only refers to companies the same also applies to LLPs. The following information must be stated on compa

Companies Act 2006 - Objections to Company Names

Provisions of the Companies Act 2006 came into force on 1st October 2008, to enable any person (“the applicant”) to object to a company’s registered name on the grounds that: It is the same as a name associated with the applicant in which he has goodwill; or It is sufficientl

Companies Act 2006 - Fraudulent Trading

If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose every person who is knowingly a party to the carrying on of the business in that manner commits an offence. Fraudulent trading can be committed

Companies Act 2006 - Trading Disclosures

Provisions of the Companies Act 2006 came into force on 1st October 2008, dealing with trading disclosures.  The aim of the provisions is to ensure that anyone who has dealings with the company knows its legal identity, its limited liability status and where they can inspect the company records

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

Ian Cross - Managing Director - Eco Oil Limited

Ian Cross, Managing Director - Eco Oil Limited "The company ECO-OIL was founded some 15 years ago.  The company is a specialist recycler of used lubricating and off-spec fuel oils.  In the last 15 years it acquired 4 other companies and had 75 employees. In the Spring of 2006 my co-

Companies Act 2006 - Directors' Report

Unless a company is entitled to a small companies’ exemption, the directors’ report must contain a business review. This applies to financial years beginning on or after 1 October 2007. The purpose of the review is to inform the members of the company and help them assess how the direct

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

Proper execution of company documents

Contracts do not have to be in writing to be legally enforceable although many contracts are put in writing as evidence of their terms.  Simple contracts (those that are not “deeds”) can be executed: “on behalf of the company” or more formally “by the company”

Directors' Residential and Service Addresses

Officers of a company, LLP or overseas companies registered in the United Kingdom are required by law to provide an address for service of documents. Under the old Companies Act 1985, this had to be the officer’s home address. Under the new legislation, officers may apply to keep this informat

Barbara Arnott

Barbara Arnott - Paralegal and Company Secretarial Assistant (Non-Qualified) [email protected]: +44 (0)1372 461411Fax: +44 (0)1372 461401 Barbara is a Paralegal working within the Commercial Property department.  She has up-to-date legal knowledge and understanding of th

Debbie Turner LLB

Debbie Turner LLB - Member Debbie Turner LLB - [email protected] Tel: +44 (0)1372 461411Fax: +44 (0)1372 461401 Debbie qualified as a solicitor in 2003 and completed her training in the Guildford office of a national commercial law firm. Debbie joined Morgan Russell in 2

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


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

Commercial Dispute Resolution

Commercial Dispute Resolution We handle disputes arising in the employment, corporate and commercial sector. At some point nearly all businesses are involved in disputes, whether a minor issue or a more substantial matter that could threaten the reputation of a business. We offer strategic advice

Business Trading Disclosures

This advice provides sole traders, partnerships, limited liability partnerships ("LLP") and limited companies with information about what they are required to publicise to the public. The requirements stem from a general principle in UK law that people should know or be able to identify who the

Companies Act 2006 - Directors' Liability in Relation to Statutory Narrative Reporting Requirements

Provisions came into force on 20th January 2007 to provide for a director’s liability to a company for false or misleading statements in the following reports:  the directors report the director’s remuneration report a summary financial statement so far as it is derived fro


International Morgan Russell assists international businesses with services ranging from company acquisitions and joint ventures to business immigration and employment packages. We work closely with experienced firms of Chartered Accountants and with the Dixcart Group - International Professional

Ian Davies - Managing Director - Gascoignes Group-Grosvenor Billinghurst

Ian Davies, Managing Director - Gascoignes Group - Grosvenor Billinghurst “Having known Morgan Russell for many years and having instructed them on various matters, they were my first choice when looking to acquire a company to expand our estate agency operation. Using a niche commercial pra

Commercial Property

Commercial Property Morgan Russell offers practical guidance and assistance on all issues relating to commercial property law, covering both premises and land. We are expert in landlord and tenant work and in the purchase and sale of commercial property, both freehold and leasehold. We combine co


 Welcome to Morgan Russell Lawyers for Business Hillbrow House, Hillbrow Road, Esher, Surrey, KT10 9NW [email protected]     Tel: +44 (0)1372 461411     Fax: +44 (0)1372 461401   Morgan Russell's objective is to solve legal an

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

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


Careers OPPORTUNITIES Morgan Russell has a team of highly-skilled lawyers advising purely on business law: company commercial, commercial property, commercial dispute resolution and employment law.   There is a strong team ethos with high expectations and requirements of its lawyers and para

Company Voluntary Arrangements

What is a company voluntary arrangement (“CVA”)? A CVA is a procedure that allows a company: To settle debts by paying only a proportion of the amount that it owes to creditors. To come to an arrangement with its creditors over the payment of its debts. When and how does a CV

Director in contempt of court for failing to comply with injunction

A recent High Court decision highlights the potential penal consequences for company directors of failing to comply with an injunction.  The court held that two companies (and a director of both companies) were in contempt of court for failing to comply with an injunction that required the comp

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

Insolvency and Payment of Lease Rents

In the current economic client the financial strength of many commercial tenants is likely to have been adversely affected. As a result, tenants may experience difficulty in paying the rent due under their leases. However, the recent case of Goldacre (Offices) Limited v Nortel Networks UK Limited is

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

Turn-Key Services for Start-Up Businesses

"Turn-Key" Services for Start-Up Businesses Morgan Russell has extensive experience in advising start-up businesses on a whole range of important areas, including: Company formation Company policies and procedures Company secretarial facilities Corporate structure Employment contracts

Directors - Insolvency Considerations

Directors of companies in financial difficulties need to consider a number of issues.  As soon as directors are aware that a company is in financial difficulties, they should seek external advice. Directors could face liability in respect of the following matters:- 1.    &

Co-Operating with Competitors

This checklist summarises the key legal issues that your business needs to consider when dealing with competitors. Breaching competition law Competition law is designed to ensure that companies compete fairly with each other. Failure to comply with competition law can have serious implicati

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;

Services for Individuals

Services for Individuals When working with a business client we find that certain commercial issues often begin to generate personal legal implications. This is particularly the case in the situation of an owner-managed business. We have extensive experience in managing the commercial and individua

Michael Cumper - Director and David Cumper - Director - Quadrant Ventures Limited

Michael Cumper, Director and David Cumper, Director - Quadrant Ventures Limited “Morgan Russell acted for us on the sale of one of our most successful companies. The company had been established by our father almost five decades before, and having never been through the sale process before we

Paul Morgan LLB

Paul Morgan LLB - Member [email protected] Tel: +44 (0)1372 461411 Fax: +44 (0)1372 461401  Paul qualified as a solicitor in 1971, and soon after became an in-house legal adviser and general manager for an international trading group for three years before returning to p

Martin Mayr - Marketing Manager - Cancom IT Systeme AG

Martin Mayr, Marketing Manager - Cancom IT Systeme AG "I have known Paul Morgan and his colleagues at Morgan Russell for over 9 years. We choose to use them as our solicitors due to the practical way that they approach our work and the way that they respond very quickly when we need their assistanc

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

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

Cross-Border Acquisitions and Joint Ventures

Cross-Border Acquisitions and Joint Ventures Morgan Russell has assisted many clients in relation to both cross-border acquisitions and joint ventures: The acquisition and sale of companies in one legal jurisdiction with subsidiary operations in other jurisdictions The acquisition of UK co


Outsourcing We are experienced in the commercial structuring and drafting of legal documents for various aspects of outsourcing including: Agency and distribution network agreements Assisting clients in moving towards a fully outsourced status - where the sole or prime function is the commerc

Consumer Protection

This briefing note sets out how a business can comply with its obligations under consumer protection legislation. Unfair commercial practices Consumer protection legislation provides a general prohibition on unfair commercial practices. Misleading acts or omissions A business must not mislead co


Testimonials Morgan Russell has developed strong professional relationships with a number of businesses and individuals. We are delighted that we meet the needs of our clients and that they are fully satisfied with the services we provide. Our client references illustrate how well our firm co

New Regulations on Late Payment of Commercial Debts; in force from 16th March 2013

The new “Late Payments of Commercial Debts Regulations 2013” came into force on 16th March 2013.  These apply to commercial contracts made on or after 16th March 2013 for the supply of goods or services.  There is a distinction between where a “business” purchases g


Courses Morgan Russell provides a number of courses.  Please contact us if any are of interest to you. Company Commercial Morgan Russell presents courses on commercial matters as required.  We are able to provide clients with specific presentations tailored to their needs.Employment &n;


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

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

Age Discrimination Regulations and effect on Partnerships

In March 2006 the DTI published the final draft of the Employment Equality (Age) Regulations 2006 (“The Regulations”). The Regulations deal with age discrimination in the workplace and will come into force on 1 October 2006. Those who can claim protection from discrimination on the groun

Chris McDonald - Country Homes Ltd

Chris McDonald - Country Homes Ltd "We established an excellent working relationship with Morgan Russell when they acted for us on the purchase of land for a residential development. Their comprehensive expertise and practical guidance enabled them to ensure that our objectives were met. A number

Marc Delvaux - Chief Executive Officer - TCR International NV

Marc Delvaux, Chief Executive Officer - TCR International NV "TCR is Europe’s leading provider of Ground Support Equipment (GSE). Our services are available at airports and extend across the rental, repair and maintenance of aviation GSE. We use Morgan Russell as our corporate and employment

Advantages of Using Heads of Terms

It is advantageous for companies to use Heads of Terms both when selling or purchasing a business or when selling or purchasing shares.  Heads of Terms are also commonly referred to as "Heads of Agreement" or a “Memorandum of Understanding" (MOU). What are Heads of Terms Heads of Terms


What is a pre-pack? A pre-pack is the name given to an arrangement under which the sale of all or part of a company’s business or assets is negotiated with a purchaser before the appointment of an administrator.  The sale is completed by the administrator shortly after their appointment.

Anne-Marie Pavitt LLB LLM

Anne-Marie Pavitt LLB LLM - Senior Associate [email protected] Tel: +44 (0)1372 461411 Fax: +44 (0)1372 461401   Anne-Marie is the firm’s Senior Associate. She specialises in employment law, dealing with both contentious and non-contentious matters, including:

Corporate Manslaughter

Update R v Lion Steel Equipment Ltd (20 July 2021): In 2011 a steel company (Lion Steel Equipment Ltd) was charged with corporate manslaughter following the death of an employee in May 2008 and a lengthy investigation.  Following the guilty plea, in July 2012 the company was sentenced to a fin

Voluntary Strike Off and Voluntary Liquidation

IN WHAT CIRCUMSTANCES CAN A COMPANY APPLY TO BE STRUCK OFF THE REGISTER? A company can apply to the registrar to be struck off the register and dissolved.  A company can do this if it is no longer needed.  The directors make the application. This procedure is not an alternative to formal

Jeremy Russell LLB

Jeremy Russell LLB - Senior Consultant Solicitor   [email protected] Tel: +44 (0)1372 461411 Fax: +44 (0)1372 461401   Jeremy qualified as a solicitor in 1981. He was a partner for 12 years in the same legal practice as Paul Morgan, before forming Morgan Russell wi

Changes to Fines for Criminal Offences

This Briefing Note sets out the forthcoming changes that will remove or amend the caps on fines that magistrates’ courts can impose for criminal offences. Criminal liability for businesses A vast amount of the laws that apply to businesses include criminal offences that are punishable on sum

Short term and one-off service provision changes (extract from the January 2013 edition of Employment Law News)

Liddell's Coaches v Cook also involved a contract to bus children from one place to another, but in this case the legal issue concerned the exclusion of service provision changes “other than in connection with a single specific event or task of short-term duration” from TUPE.  When

Preparing a Company or Business for Sale

1.         INTRODUCTION This article covers some of the key issues which need to be considered when selling a company or a business. People often say they are selling but do not know how the transaction is to be structured, e.g. by selling the shares in the c

Wrongful Trading

Of all directors’ duties regarding insolvency wrongful trading can be the most worrying for directors. Wrongful trading also applies to shadow directors. If a company goes into insolvent liquidation and at some point before the commencement of the winding up of the company a director knew or

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

A TUPE miscellany (extract from February 2012 edition of Employment Law News)

We have four useful cases this month illustrating the impact of TUPE. Three out of the four, Enterprise, Pannu and Hunter, all deal with the scope of the rules applying TUPE to service provision changes (“SPC”s), which, you must remember, are not a matter of European law, but our ve

Additional Staff

Additional Staff Bridget Carman BSc Bridget Carman is Marketing Manager and coordinates production of marketing material, website content and the development of new business. She graduated from the University of Manchester, Institute of Science and Technology in 1980, with a first class honours de

Data Protection and Direct Marketing - Update

This briefing note highlights the key data protection issues your business should consider when carrying out direct marketing. It explains how your business should collect information about your customers (including individual customers, named individuals within a business and businesses themselves)

Asset Sale v Share Sale

If you acquire a business it may be purchased in one of two ways. You may acquire the business by buying the company which owns and operates the business (a share sale) or you may buy the assets which are necessary for the continuance of the business (an asset sale). In an asset sale a company sells

Pension Summary

Leslie Sharpe of Clairville York Limited has kindly supplied the following summary on the pension reforms that are due between 2012 and 2016, which you may find very useful. PENSION REFORM INFORMATION SUMMARY Pension Reform is the Government’s way of ‘encouraging’ the millions of

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’

Melanie Smith LLB

Melanie Smith LLB - Member [email protected] Tel: +44 (0)1372 461411 Fax: +44 (0)1372 461401   Mel qualified as a solicitor in 1992. She first trained with a medium sized firm working in their offices in Surrey and Covent Garden. She continued practising there until she joine

Training and Seminars

Training and Seminars Training Training can play a vital role in saving time and money. Morgan Russell offers bespoke training to suit the needs of a particular organisation. Our training has evolved from direct requests from clients and contacts. Examples of training topics we cover are:&n;

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


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

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

Practical Safeguard for Commercial Businesses in the midst of a difficult economic climate

A Tough Economic Climate: As we are all aware, and so often reminded by the media, in terms of economic duress, the year 2009 is predicted to be one of the toughest years this country will have experienced since the Second World War. From a commercial perspective this translates into soaring costs,

Corporate Manslaughter

The Corporate Manslaughter Act and Corporate Homicide Act (“Act”) came into force on 6th April 2008. Although the new offence does not apply to any act or omission before 6th April 2008, the common law of manslaughter by gross negligence will still apply to companies for conduct and eve

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

Kevin McCullen and Christine McCullen

Kevin McCullen and Christine McCullen "We were very pleased with the proficiency and professionalism demonstrated throughout our various dealings with Morgan Russell. The commercial and property teams have always worked in a comprehensive and coherent manner for all of the legal work they have unde

Employee did not breach duty of fidelity when seeking business for himself (extract from the September 2012 edition of Employment Law News)

In Ranson v Customer Systems PLC the Court of Appeal has, this summer, been looking at a key issue for employees planning to move on to a new job, or to set up on their own, and their employers – the extent of their duties of fidelity, in the absence of express terms restricting competitive ac

Dr Georgette Banham - Company Secretary and Head of Corporate Services UK - Hitachi Zosen Inova UK Limited

Dr Georgette Banham, Company Secretary and Head of Corporate Services UK - Hitachi Zosen Inova UK Limited “Jemma helped me tremendously over the Christmas and New Year period along with Jeremy, Anne-Marie and Carole. I had to respond to a ridiculously set target for an affidavit despite most

Use of PILON scuppers attempt to rely on Boston Deep Sea Fishing case (extract from June 2012 edition of Employment Law News)

Cavenagh v William Evans Ltd sheds light on the impact on a clause giving the option to make a payment in lieu of notice (“PILON”) when an employer discovers gross misconduct after making a payment in lieu.  Mr Cavanagh was managing director of the firm of gunsmiths, Williams E

Ann Keenan - Head of Group HR - DCC plc

Ann Keenan, Head of Group HR - DCC plc "DCC have used the legal services of Morgan Russell Solicitors since 2004, particularly the professional skills of the Employment Law department. With head quarters in Dublin, DCC employs 7,000 people in 16 different countries and it is therefore critical tha

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

What is a statutory demand and why is it a very effective tool for collecting debts from companies and individuals?

Statutory Demands: what they are and when to use them A statutory demand is a formal written demand for a debt which exceeds £750. If the debtor does not pay within 21 days of receiving the demand, this constitutes sufficient evidence that the debtor is unable to pay and a creditor can theref

Rent Reviews in Commercial Leases - A Tenant's Brief Overview

Introduction When a landlord grants a lease of commercial premises to a tenant, the initial rent is negotiated and agreed between the parties.  However, where the term of the lease is longer than just a few years, such initial rent may not represent the true value of the premises for the whole

New guidance on liability of non-executive directors

The Institute of Chartered Secretaries and Administrators (ICSA) has recently published a guidance to assist non-executive directors (NEDs) to comply with their obligations.  It includes measures NEDs can take to assist them to show to a court or regulatory body that they have exercised due dil

The girl who played with fire – and got away with it.

In Vestergaard Frandsen AS v Bestnet, a Danish company, V, who manufactured insecticidal mosquito nets, sought to protect its trade secrets against Bestnet, a company set up by two of its former employees and a third party who had also worked for them on a self-employed basis. The three were Mrs Sig


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;


  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


1          What is Insolvency? Insolvency is legally defined as: A company is insolvent (unable to pay its debts) if it either does not have enough assets to cover its debts (i.e. the value of assets is less than the amount of its liabilities), or if

Non-Payment of Rent

This checklist sets out the key issues that a landlord should be aware of if a tenant fails to pay the rent due under the terms of a lease of commercial premises: Your tenant may become liable to pay interest (often at a rate higher than bank base rate) on the unpaid rent. You may be able to for


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;

Early retirement benefits transfer under TUPE (extract from June 2012 edition of Employment Law News)

In any business sale, the buyer and seller are concerned to be as sure as they can be that rights and obligations will transfer to the buyer under TUPE – and in areas where there is doubt, will usually provide for an indemnity by the seller for any rights not accounted for in the purchase pric

TUPE on Sale or Purchase of a Business

1.           INTRODUCTION If you have been provided with this advice note where you are involved in a transaction involving the purchase or sale of business assets, it is on the basis that the nature of that sale or purchase is such that the Tr

Contract Negotiations - Key Issues

This briefing note highlights the key issues a business should consider during contract negotiations. Always take legal advice when negotiating a large or unusual contract. Who is the other party to the contract? What is the reputation of the other party? Has the business dealt with the other p


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

When training schemes don't add up (extract from the January 2013 edition of Employment Law News)

The Court of Appeal has considered the correct interpretation of provisions of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 which exclude work under certain training and work experience schemes from the calculation of the period of successive fixed terms. The

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


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

Brand Management

This checklist sets out the practical steps that will help your business protect, use and exploit any brand that it owns. What is a brand? A strong brand helps distinguish your products from your competitors’.  It adds value to your business by enhancing consumer awareness and improving

“Liquidated Damages” v “Penalties: meaning and effects of the differences

A “penalty clause” is basically a clause which provides for the payment of a sum of money on contract breach but the main purpose of which is to deter the party from deliberately breaching its obligations.  Whereas a provision setting out an amount of “liquidated damages”

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

In place of discord (extract from the September 2012 edition of Employment Law News)

Over the summer we have had quite a few employment decisions in the higher courts.   The first of our Court of Appeal cases, Welsh National Opera Ltd v Johnston, looks at the interplay of two procedures following the dismissal of the principal oboist in the Company’s orchestra.  By

TUPE news galore (if you like that sort of thing)

The Advocate General has given his opinion in the case of Alemo-Herron & Ors v Parkwood Leisure Ltd supporting the proposition that employees transferred under TUPE can continue to benefit from “dynamic” collectively agreed terms and conditions post–transfer. Next, the DWP has

Rights of termination in contracts (extract from the June 2012 edition of Commercial Law News)

When seeking to terminate a contract care needs to be taken to avoid finding yourself in breach instead, as this could affect your entitlement to damages. There is a well-established rule in English law that if X terminates a contract with Y for a flawed reason but later discovers there was a better


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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

Side Letters

This briefing note explains what a side letter is and the circumstances in which a side letter may be used. What is a side letter?  A side letter is a document that is ancillary to another contract. The key question whenever the content or effect of a side letter is disputed is whether or n

The Information and Consulting Regulations 2004

Effective 6th April 2005 Member States have to implement laws increasing employers’ consultation obligations and the involvement of workers in key decisions affecting employers’ businesses pursuant to the National Information and Consultation Directive 2002. The UK has implemented the D

Health and Safety Obligations on Employers to Make Provision for First Aid

The Health and Safety (First-Aid) Regulations 1981 requires employers to provide adequate and appropriate equipment, facilities and personnel to enable first aid to be given to employees if they are injured or become ill at work. First-aid assessment Employers are required to carry out an assessme

Intellectual Property Rights

This briefing note highlights the different types of intellectual property (“IP”) rights that your business needs to be aware of to ensure that you: Protect what you create. Maximise your competitive position. Avoid infringing the IP rights of other people and businesses. What is

Debt Collection

1.1       CREDIT CONTROL - SUGGESTED STAGES The below are suggested stages to keep abreast of your credit control – and hence cash flow – crucial to any business – the suggested stages are drafted with a ‘provision of services’ business in

Business Rates Exemptions for Empty Non-Domestic Property

This checklist sets out the exemptions from business rates for non-domestic properties.  Retail property  100% relief for a continuous period of three months only. Changes of ownership during the three-month period do not trigger a fresh three-month exemption. The exemption applies to

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

Age Discrimination

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

Grace period for 'Cookies' ended on 25 May 2021 (extract from the June 2012 edition of Commercial Law News)

Last year the EU’s amended Privacy and Electronic Communications Directive came into effect in UK law in the form of the Privacy and Electronic Communications (EC Directive) Amendment Regulations 2011. This was intended to protect the privacy of internet users by implementing rules on how elec

Employing Immigrant Workers

From 27th November 2008 employers wishing to bring non-European Economic Area skilled and/or temporary workers to the United Kingdom will need to have what is called a “Sponsor's Licence”. Licensed sponsors will be able to issue "Certificates of Sponsorship" to intending migrants. The m

Making costs orders against the impecunious

Back in February, in the depths of winter (is it over at last?), we reported on the first of two appeals by Ms Vaughan, which related to the admissibility of covert recordings in Tribunal proceedings. Following the dismissal of all her claims Ms Vaughan brought a second appeal, this time against a c

The inexorable march of employment law reform goes on and on

The government is firming up on some of the many proposals to change employment law mooted in recent months, so we have a rash of consultation papers to digest and implementation dates to look forward to. (What happened to only introducing changes in April and October, to give employers a bit of a c

Complex redundancy selection criteria not always necessary (extract from the July 2012 edition of Employment Law News)

When advising on redundancy procedures, employment lawyers tend to emphasise that employers should take care to ensure that they use objective criteria when selecting from a pool of employees.  And very good advice it is too.  Mitchells v Tattersall, however, shows that this does not inevi

Potential Redundancies (less than 20 Employees)

1. INTRODUCTION This advice note focuses on dealing with redundancies of less than 20 employees. The purpose of this advice note is to set out in brief the legal framework within which you must work.  This only provides a basic framework and you should take specific legal advice wh

Bully-boy tactics cut no ice with the Court of Appeal (extract from March 2012 edition of Employment Law News)

Heavy handed tactics by employers also came in for criticism in Caterpillar Logistics Services (UK) Ltd v de Crean, where the Court of Appeal upheld the refusal of an injunction application against a former employee.  Mrs de Crean had worked in a senior capacity and had a contract wh

Fixed Term Employees - Protection Against

The Fixed-term Employees (Protection of Less Favourable Treatment) Regulations 2002 provide employees with contracts of fixed duration with important rights. This briefing note explores those basic rights and provides employers with practical tips on how to deal with the obligations imposed on them

Stress and Employment Law Issues

Employer’s Duties 1.         The Health & Safety at Work Act 1974 requires employers to secure employees safety 2.         There is an implied contractual duty on employers to provide employees with a safe wo

Legal advice privilege only covers advice from legally qualified advisers

Another new Supreme Court decision (Prudential plc & Anor, R (on the application of) v Special Commissioner of Income Tax & Anor) looks at the extent of legal advice privilege, and in particular whether parties to disputes can be ordered to disclose legal advice from advisers such as account

Comparison between Key Labour Law Issues in England and Wales and France

    THE RIGHT ENGLAND AND WALES – The Summary FRANCE – The Summary General Trade unions are not powerful. Employment relationship mainly governed by individual agreement with additional statutory protection (including e.g. minimum notice perio

Message in a bottle

You might think that Contract Bottling Ltd v Cave is just an example of the phenomenon of “bumping”, and is based on somewhat unusual facts which are unlikely to be replicated, but we think it is worth a read by way of illustration of how not to go about selecting employees for redundanc

Redundancy: Discrimination and other potentially difficult issues

 (A)         THE BASICS 1.            INTRODUCTION 1.1       SOME BASIC POINTS I make no apology for setting out below, what may be obvious and well kno

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

Discipinary suspension should not be a 'knee-jerk' reaction (extract from March 2012 edition of Employment Law News)

The option to suspend employees suspected of misconduct pending investigation can be very useful, where it is feared that an employee may be a risk to the business if he or she continues to work while the investigation is going on.  However, as highlighted by Lord Justice Elias in Crawford

Employee Liability Information Pursuant to TUPE (With Checklist)

1. INTRODUCTION  Where there is a transfer of employees pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) the outgoing employer (also known as the Transferor) is required to supply certain information to the incoming employer (also known

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

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

To consult or not to consult...

It has been a busy month in terms of collective consultation disputes, only serving to underline how tricky these obligations can sometimes be. First up is the reminder, in Shields Automotive Ltd v (1) Langdon (2) Brolly and AEI Cables Ltd v (1) GMB (2) Unite (3) Individual Claimants, that awards fo

When is a group not a 'grouping' (extract from March 2012 edition of Employment Law News)

Only organised groupings of employees, whose principal purpose is carrying out activities for a particular client, will be transferred under the service provision change (“SPC”) sections of TUPE, and Eddie Stobart v Moreman sheds useful light on what amounts to an “organised g

Tenant Break Clauses - Avoiding the Pitfalls

In the current economic climate, many tenants who are anxious to dispose of premises they no longer require are looking at ways in which they can bring their commercial leases to an end. However, exercising a tenant’s break clause can be full of pitfalls and a failure to comply with the requir

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

Moving Premises? - How to Avoid End of Lease Blues

In the current economic climate, many occupiers of rented property are looking to move to less expensive premises or reduce the space that they currently occupy.  If you are thinking of doing the same, consider the points below to help you determine the best course of action: 1.  &n;

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

Servant or serf? (extract from May 2012 edition of Employment Law News)

It does not seem so long ago that the concept of an automatic transfer of employees under TUPE evoked exclamations of incredulity and disbelief amongst non-lawyers (and some lawyers).  Now we have all got used to the idea, Gabriel v (1) Peninsula Business Services Ltd (2) Taxwise Services Ltd

Data Protection Checklist

This checklist highlights the key legal obligations businesses should consider when dealing with personal data about customers, suppliers, employees or any other individual who you may encounter in the course of your business. Penalties for failing to deal with personal data appropriately There co

Discrimination on the grounds of marriage or civil partnership (extract from April 2012 edition of Employment Law News)

In February, we reported on Dunn v Institute of Cemetery and Crematorium Management, which suggested that it could be unlawful to discriminate because a person is married to a particular person, and not simply on the ground that he or she is married.  Hawkins v (1) Atex Group Ltd (2) Age Korsvo

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

'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

Data Protection

This briefing note highlights the key legal obligations a business should consider when dealing with personal data about customers, suppliers, employees and any other individual who may be encountered during the course of business. Penalties for failing to deal with personal data appropriately The

Political beliefs should be protected (extract from the January 2013 edition of Employment Law News)

In Redfearn v UK, the European Court of Human Rights has ruled on whether an employee, who was an elected BNP councillor, was entitled to protection from dismissal on the grounds of his political associations.  He worked as a driver for Serco, who had a contract to drive schoolchildren and othe

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

A Guide to Buying or Selling Assets

This guide to buying or selling assets has been prepared to give an inexperienced seller or buyer a brief overview of the various stages to be gone through in selling or buying assets of a UK company necessary for the continuance of the business. In addition to the physical assets, the buyer usually

Disciplinary Investigations and Hearings

This advice note is intended to provide a summary of the issues that may need to be considered when conducting disciplinary investigations and hearings. It is not intended to be a detailed analysis of the law in this area.   The Statutory Dismissal and Disciplinary procedures which came into f

Competition Law and Land Agreements

Introduction to Competition Law Competition law (or antitrust law, as it is more commonly known in the US) is designed to protect consumers from anti-competitive behaviour by businesses, by: prohibiting agreements that restrict or distort free trade and competition prohibiting abusive behaviour

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

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

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


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

Employment Contracts - Operating the Contract in Practice (Implied Terms) (Part 3 of 4)

The written contract of employment does not exist in isolation:  1.     Implied terms Many terms are not expressed in contracts but are implied into the contract by either common law or statute.  Employers need to be aware of the main implied terms to draft effective contracts,

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 - 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

Terms and Conditions

MORGAN RUSSELL TERMS AND CONDITIONS Your use of the Morgan Russell website (the Website) without informing us otherwise, indicates unconditional acceptance of these terms and conditions (the Terms). MODIFICATION OF THESE TERMS OF USE Morgan Russell reserves the right to change the Terms from time

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

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

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

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;

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

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

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?