As we have previously reported, the provisions of the Small Business, Enterprise and Employment Act 2015 (SBEEA) will require all company directors to be natural persons and prohibit the appointment of corporate directors (subject to certain exceptions).
As we have previously reported, the provisions of the Small Business, Enterprise and Employment Act 2015 (SBEEA) will require all company directors to be natural persons and prohibit the appointment of corporate directors (subject to certain exceptions). The SBEEA also provides that the appointments of existing corporate directors will automatically cease after a 12 months grace period.
The implementation date for these provisions has now been delayed several times – and currently we still do not have a confirmed date for when these provisions will go live or final details of what the exceptions to the prohibition will be. However, it is still widely expected that this ban will come into force in the not too distant future - and Companies House confirmed in its published Business Plan for 2018-2019 that it intends to work with BEIS to implement the prohibition.
Currently the Companies Act 2006 states that a company must have at least one director who is a ‘natural person’ – so provided a natural person is appointed one or more corporate directors (i.e. a company or an LLP appointed as a director) are also allowed. Once the ban is implemented, all directors would need to be natural persons, unless one of the (not yet finalised) exceptions applies – and acting in breach would constitute a criminal offence. This explains why many companies making use of corporate directors at the moment are monitoring developments here closely to ensure they are geared up to comply with the new law once in force.
Whilst we await a further announcement on the implementation date for the ban – and the likely exceptions – corporate groups would be advised to double-check which UK group companies have any corporate directors and keep a list of these to hand. This will facilitate a quick assessment of whether any of the exceptions apply once these details are published and an action plan can then be quickly drawn up to ensure compliance.
At this stage it would also be worth considering any knock-on consequences of the potential removal of any corporate directors (for example on a company’s constitution or the balance of power on board decision making) to see whether any further changes are necessary or desirable. Some companies are also choosing not to appoint new corporate directors at this stage, as it is likely that such appointments would need to be revisited in the near future.
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.
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 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.
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.
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.
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.
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.
Browne Jacobson’s Manchester based corporate lawyers have advised tech enabled shipping and logistics service provider, World Options on its majority buyout by Italian headquartered MBE Worldwide (“MBE”) for an undisclosed sum.
Browne Jacobson’s specialist cleantech lawyers have advised AIM market listed Clean Power Hydrogen Group Limited (CPH2) on its global licence agreement with GHFG Ltd.
The Court of Appeal overturned the “fire and re-hire” injunction, finding that there was nothing in the express contractual provisions preventing Tesco from giving the notice to terminate employment in the usual way.
We advised equity investor, Business Growth Fund on its exit from mobile data SIMs & business communications specialist Jola Cloud Solutions.
Browne Jacobson have successfully advised the partners of leading accountancy firm Cooper Parry on the agreement for Dutch based firm, Waterland Private Equity to invest in the business.
The Federation of Small Businesses (FSB) has released a report setting out the impact of new and changing regulations arising from the pandemic on small businesses across the UK.
Browne Jacobson’s corporate tech lawyers have advised specialist bicycle insurer Laka on an investment from Porsche Ventures (a venture capital division of Porsche AG), bringing its series A investment round to a total of $13.5m.
Browne Jacobson have successfully advised leading mid-market private equity firm LDC on its investment into global programmatic advertising company, Blis. The transaction will support Blis’ international growth strategy.
Browne Jacobson has successfully advised Nottingham based developer Charterpoint on the sale of a 1.2 acre care home development site in Thurnby (Leicestershire) to care home operator Cinnamon.
There is currently no legislation requiring employees within the UK to have the COVID-19 vaccine. However, a recent Acas survey found that approximately 22% of employers intend to require their new staff to have the COVID-19 vaccination, and 21% would require their existing staff to be vaccinated too.
Browne Jacobson’s corporate finance team is celebrating after winning the prestigious “Corporate Law Firm of the Year’ award at this year’s East Midlands Dealmakers Awards.
Browne Jacobson’s corporate dealmakers have advised Coniston Capital on its management buyout (MBO) of bespoke kitchen design manufacturers Harvey Jones for an undisclosed sum.
Browne Jacobson’s banking & finance lawyers have advised HSBC UK Bank plc on the financed management buy-out of Derby-based bicycle supplier and distributor, Moore Large for an undisclosed sum.
The government has recently published the Corporate Transparency White Paper – it follows previous consultations on improving the quality and value of financial information on the UK companies register, powers of the registrar and implementation of the ban on corporate directors, which were published in 2020.
Browne Jacobson have successfully advised Triangle Fire Systems, its shareholders and management team on a £9m investment by the Business Growth Fund (BGF).
From 6 April 2022, right to work checks on all migrant or settled prospective employees must be online and checks on British or Irish nationals will be manual (free) or digital (charged for).