Traditional AGM season is fast approaching - with many listed companies having December 31 year ends preparing to send AGM notices to shareholders over the coming week and months. With this in mind, how will AGMs proceed in light of current restrictions on movement and gatherings introduced by the Government to battle COVID-19?
Please note: the information contained in our legal updates are correct as of the original date of publication
Traditional AGM season is fast approaching - with many listed companies having December 31 year ends preparing to send AGM notices to shareholders over the coming week and months (if they haven’t done so already). With this in mind, how will AGMs proceed in light of current restrictions on movement and gatherings introduced by the Government to battle COVID-19?
On 28 March 2020, the Government issued a press release confirming measures aimed at supporting business, which included the introduction of legislation to enable companies to hold AGMs in a way which is consistent with the ban on public gatherings of more than two people and the compulsory stay at home measures.
The Chartered Governance Institute continues to publish and update its guidance on how listed companies can still hold a valid general meeting during the current lockdown. The latest guidance includes the following best practice advice:
Adopting an approach consistent with this guidance seems the simplest solution to allow compliant meetings to take place. An alternative, if permitted by a company’s articles of association, might be to hold an AGM exclusively online – although it should be noted that in normal circumstances these have not previously been endorsed by various investment/shareholder representative bodies. Practical and logistical challenges may lessen the adoption of virtual AGMs for the 2020 season - particularly choosing the right technology/communication forum, establishing rules and practices for virtual meetings and ensuring everyone has access by providing clear joining instructions. If not done before, holding a virtual AGM would mean adapting AGM documentation, incurring additional cost and taking up greater management time.
In addition to measures applying to the holding of AGMs, it is also worth noting that the FCA is allowing listed companies and regulated markets six months instead of four to publish annual financial information and AIM Regulations are allowing AIM companies nine months instead of six, provided the company seeks the 3-month extension from Companies House (see our update on this here).
Companies planning to hold their AGM in the coming weeks and months will need to stay up to date with changes in legislation and guidance - both of which can change quickly. Moving forwards, more companies are likely to consider making changes to their constitutional documents to permit virtual or hybrid meetings as a means of dealing with some of the practical issues currently arising from the need to hold a purely physical AGM, although such changes are unlikely to be of assistance for the 2020 AGM season.
In this session, we examined the legal framework around grant funded collaborations and discussed the key risks to be aware of, including IP ownership and compliance with grant terms.
National law firm Browne Jacobson has advised long standing retail client, Wilko on the sale and leaseback of its Nottinghamshire distribution centre in Worksop to logistics specialist DHL for £48m.
Logistics company Eddie Stobart has been fined £133,000, after a series of failures which took place whilst excavation work was carried out, exposing its staff to asbestos.
This article is the second in a series to help firms take a practical approach to complying with the ‘cross-cutting rules’ within the new ‘Consumer Duty’ (CD) framework. The article summarises what it seems the Financial Conduct Authority (FCA) is seeking to achieve from the applicable rules (section 2 below) and potential complications arising from legal considerations (section 3).
Two directors of a construction company were fined after failing to ensure the safe removal of asbestos from a plot of land. On 14 and 15 November 2021, Directors Anthony Sumner and Neil Brown, of Waterbarn Limited were involved in the uncontrolled removal of asbestos material from a plot of land in Grasscroft, Oldham.
An engineering company in Tyne and Wear was fined £20,000 after a worker fractured his pelvis and suffered internal injuries after falling through a petrol station forecourt canopy, whilst he was replacing the guttering.
The Digital Services Act (the “DSA”) has today (27 October) been given the go-ahead by the EU Council and will enter into force by early 2024.
In a judgment handed down yesterday the Supreme Court has affirmed that a so called “creditor duty” exists for directors such that in some circumstances company directors are required to act in accordance with, or to consider the interests of creditors. Those circumstances potentially arise when a company is insolvent or where there is a “probability” of an insolvency. We explore below the “trigger” for such a test to apply and its implications.
Created at the end of the Brexit transition period, Retained EU Law is a category of domestic law that consists of EU-derived legislation retained in our domestic legal framework by the European Union (Withdrawal) Act 2018. This was never intended to be a permanent arrangement as parliament promised to deal with retained EU law through the Retained EU Law (Revocation and Reform) Bill (the “Bill”).
The Health and Safety Executive (HSE) have announced they will be carrying out a programme of inspections to primary and secondary school establishments from September 2022. The inspections will assess how schools are managing the risks from asbestos and meeting the Duty to Manage requirements, set out in Regulation 4 of the Control of Asbestos Regulations 2012.
The Supreme Court has unanimously dismissed the BTI v Sequana appeal and reviewed the existence, content and engagement of the so-called ‘creditor duty’; being the point at which the interest of creditors is said to intrude upon the decision-making of directors of companies in financial distress.
This article is the first in a series aimed to help firms get to grips on a practical basis with the ‘cross-cutting rules’ within the new ‘Consumer Duty’ framework.
The Government has announced a change to the categorisation of “small” businesses to reduce the amount of regulatory compliance (or “red tape”) required. Currently, SMEs (those with fewer than 250 employees) are exempt from certain regulations – such as the obligation to comply with gender pay reporting. With effect from 3 October, these exemptions will be widened to apply to businesses with fewer than 500 employees.
It was reported in May 2022 that the BMW-owned manufacturer had been forced to put a temporary stop on the production of all manual transmission vehicles due to the global semi-conductor shortage and the war in Ukraine. Mini stated that the move was made in order to "ensure production stability".
Browne Jacobson has bolstered its commercial practice in the UK with the appointment of commercial contracts and international trade specialist, Emma Roake, into its City-based London team.
Browne Jacobson’s national private equity (PE) lawyers have advised leading mid-market PE investment firm, Palatine Private Equity (Palatine) on its exit from CTS Group, the fast-growing specialist in testing, inspection and geoengineering consulting services to the construction and infrastructure sectors.
Browne Jacobson’s corporate finance lawyers have advised leading mid-market private equity firm, LDC and management on the sale of specialist managed IT services provider, Littlefish to Bowmark Capital.
The Digital Markets Act (the “DMA”) joins the dots between competition law and data protection law and actively targets data-driven platforms. It is also a comprehensive regulation to take note of, with familiar GDPR-style fines tied to turnover.
The use of social media platforms and applications can have overwhelmingly positive benefits for public bodies. However, regulatory action recently taken by the Information Commissioner, has highlighted various pitfalls that public bodies should seek to avoid if allowing staff to use social media as a communication tool.
Browne Jacobson’s private equity (PE) dealmakers have advised Palatine Private Equity backed CTS Group (Construction Testing Solutions Limited) on its acquisition of In Situ Site Investigation, a market leader in Cone Penetration Testing and Pressuremeter techniques and ground investigation services.
Browne Jacobson’s corporate finance lawyers have advised leading private equity investor, Rcapital Partners LLP (Rcapital) on its majority stake acquisition of managing general agents (MGAs), UK General Insurance Ltd (UKG) and Precision Partnership Limited (PPL) alongside Montague Investment Group LLP who are taking a minority stake.
Whilst the weather conditions are predicted to be cooling down this week, the Health and Safety Executive (HSE) is asking employers and businesses to consider adapting to recurrent warmer weather conditions for the safety and benefit of their staff. It asks employers to ensure that extreme heat becomes a firm part of longer term risk management. Climate change in any event is something all businesses will need to consider as the warmer weather becomes more frequent - extreme heat is something that will impact employers on a day to day basis.
In an unreported case (Re Active Wear Limited (in Administration)), the High Court has ruled that an out-of-court administration appointment, instigated by a sole director of a company with unmodified model articles, was valid notwithstanding the earlier decision of Deputy Judge Farnhill (also in the High Court) in the case Hashmi v Lorimer-Wing (also known as Re Fore Fitness Investments Holdings Ltd)  EWHC 191 (Ch) (02 February 2022).
Rolls-Royce has shortlisted six locations for its first factory for small nuclear power stations. We look at the impact on regions & local businesses
There are clearly challenging macro-economic factors at play but at Browne Jacobson we continue to see good levels of transactional activity with certain sectors being particularly buoyant: healthcare, financial services, energy & infrastructure and tech.
In this session, our speakers discussed the Fitness to Practise Regime and how we can help.
The Court of Appeal has dismissed two cases regarding rent arrears accrued during the Covid lockdowns. The cases are London Trocadero (2015) LLP v Picturehouse Cinemas Ltd and Bank of New York Mellon (International) Ltd v Cine-UK Ltd.
Browne Jacobson’s corporate lawyers have successfully advised the shareholders of specialist chemical manufacturer, Amity International on its acquisition by Belimed AG, a subsidiary of Metall Zug AG.
In the recent case of Dwyer (UK Franchising) Limited v Fredbar Limited and ano’r  EWCA Civ 889, the Court of Appeal considered the reasonableness of restrictive covenants in a franchise agreement.