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Company Law

Analysis - guidance - compliance

03 JUN 2014

Latest Developments in Gore-Browne on Companies – Update 113

Latest Developments in Gore-Browne on Companies – Update 113

Chapters 13, 14, 15, 16, 17, 19, 20, 34 and 40 have all been updated in this Update 113.

Chapter 40 – Obtaining a Listing has been reviewed by Justin Stock at Morrison & Foerster and comments on, among other things, the proposed amendments to the Listing Rules and Prospectus Rules.

Chapter 34 – Annual Returns has been brought thoroughly up to speed and as well as ensuring full attention is given to second (‘corrective’) filing, Tim Prudhoe and Peter Tyers-Smith at Kobre & Kim, offer a comparative view of annual returns on some off-shore jurisdictions such as the British Virgin Islands, Turks and Caicos Islands and Grand Cayman where there are minimal statutory requirements to submit an annual return and their contents do not have to be as detailed as in the UK. Conversely, penalties appear to be stricter in the offshore jurisdictions for failure to file.

Chapter 20 – Investigations has been updated by Camilla Bingham QC, One Essex Court, with minor changes.

In Chapter 19 – Unfair Prejudice, Julia Beer, Ten Old Square, has ensured all the most recent cases are covered, including Maresca v Brookfield Development and Construction and Moxon v Lichfield concerning agreed terms between directors and shareholders. Equitable considerations are examined in Hart Investment Holdings Ltd.

Professor John Birds has reviewed Chapters 15, 16 and 17. Chapter 15 Directors Duties looks at, among other cases, Sharma v Sharma and Pennyfeathers Ltd v Pennyfeathers Property Company Ltd, both of which relate to informal assent amongst directors. A closer look is taken at the legal nature of the director, particularly shadow directors with the 2013 cases of Vivendi SA v Richards.

Chapter 16 – Directors’ Specific Obligations includes comment on Companies Act 2006, s 190 and the 2013 case of Smithton Ltd v Naggar. Chapter 17 Relief from Liability has only required minor updating.

Chapters 13 Directors – Appointment and Removal has been reviewed by Dr Deirdre Ahern of Trinity College, Dublin. Many 2014 and 2013 cases are analysed Roadchef (Employee Benefits Trustees) Ltd v Hill concerning duties for exercising power to appoint, and AI Airports International Ltd v Pirrwitz on exit payments made to directors. The introduction of a service address requirement in Companies Act 2006, s 163(5) is also commented on and the 2014 case of Key Homes Bradford Ltd v Patel discussed.

Dr Ahern has also considered Chapter 14 Management of a Company which includes some routine amendments and further clarification of notice (or rather lack of) to hold meetings.

Gore-Browne on EU Company Law

Gore-Browne on EU Company Law

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Gore-Browne on Companies

Gore-Browne on Companies

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