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Company Law

Analysis - guidance - compliance

06 JAN 2016

Latest update - Update 125

Latest update - Update 125
Update 125 includes amendments to 12 chapters, namely Chapters 3A (Company and Business Names); 6 (The Constitution); 15 (Directors' Duties); 16 (Directors' Specific Obligations); 17 (Relief from Liability); 19 (Unfair Prejudice); 20A (Disqualification); 25 (Dividends); 16 (Capital Reorganisations); 47 (Corporation Tax); 50 (Receivership); and 61 (Civil and Criminal Liabilities and Office-holder's Powers of Investigation).

Chapter 3A has been reviewed by Gore-Browne's General Editor, Professor Alistair Alcock, Deputy Vice Chancellor, University of Buckingham, and includes throughout the changes made by the new Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

Professor Alcock has also reviewed Chapter 6 and, as part of this, includes the 2015 case of Re Charterhouse Capital Ltd (2015) GBC 19, which looks at whether a change to the company's articles is unfair.

Three chapters on directors have been reviewed by Professor John Birds, University of Manchester, in Update 125. Chapter 15 looks at conflicts of interest and the 2015 decision of Global Energy Horizons Corporation v Gray (2015) GBC 34. Chapter 16 is subject to general updating including an examination of the 2015 case of Granada Group Ltd v Law Debenture Pension Trust (2015) GBC 20. Chapter 17 looks at, among other things, the 2015 judgment, Re Finch (UK) plc (in liquidation) (2015) GBC 36.

Chapter 19 has been updated by Julia Beer, Ten Old Square, and includes several new 2015 cases including, among others, Bridge v Daley (2015) GBC 32 and Birdi v Specsavers. The Chief Registrar's April 2015 Practice Note concerning the petition, case management and costs management is given full attention.

Chapter 20 has been reviewed by Rebecca Page, Maitland Chambers. In it the changes made to the Companies Act 2006, by the Small Business Enterprise and Employment Act 2015, are given a thorough introduction.

Chapter 25 and Chapter 26 have both undergone routine updating by Andrew Bretherton, Partner at Freeths. Chapter 26 in particular includes the minor changes brought about by the Companies Act 2006 (Amendment of Part 17) Regulations 2015 to the Companies Act 2006, and the 2014 case of Re Vodafone Group plc (2014) GBC 33, concerning a capital reduction.

Chapter 47 has been updated throughout by David Southern QC, Temple Tax Chambers. In it, he gives a thorough analysis and clarification of the key components of corporation tax, such as scope, accounts, residence, types of companies and payment.

Chapter 50 has been reviewed by David Allison and Marcus Hayward, barriers at South Square Chambers. It includes the 2015 case of Purewal v Countrywide Residential Lettings and Others concerning guarantors of mortgages.

Chapter 61 has been updated comprehensively by Catherine Addy, Maitland Chambers. The changes brought in by the Small Business, Enterprise and Employment Act 2015 are fully referenced and explained, and a new 2015 case of Re Primrose Associates and Others; Secretary of State v Carron is commented on as it relates to two types of concurrent proceedings.

Please note that the process of completely rewriting the index to this work is currently in progress. For a time the index will be incomplete while this work is carried out. Chapters 1 to 50, 52 to 56, 60, 61 and 63 have now been reindexed.

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