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10/12/2008 - Appointment of an agreed independent valuer involves more than an agreed nomination

The Court of Appeal has ruled that strict and precise arrangements must be formalised and agreed in cases where a company is "buying out" the shares of a member.
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25/11/2008 - Boiler room scams - international approach to tackle the fraud

The first international boiler room conference was held in November as part of the FSA's drive to encourage greater international cooperation to this global problem. Boiler room scams, so called due to the highly pressurised sales technique used by the brokers, involve victims being cold-called by false stockbrokers and persauded to buy shares in worthless, non-existent or near bankrupt companies.
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20/11/2008 - Duty of legal representatives to inform their clients of pending appellate court decisions

The High Court has ruled on the measures that barristers and solicitors must take to keep their clients informed of pending appellate court judgments which could materially affect the outcome of the client's case.
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12/11/2008 - The Court is entitled to reverse an order where there has been an innocent but material non-disclosure in obtaining that order.

The company was an unregistered company being wound up in Russia. In May 2007, the company was declared insolvent, and K was appointed as its liquidator. The company was carrying on business only for the purpose of winding up its affairs and was unable to pay its debts. Accordingly, the English courts had jurisdiction to wind it up. K had powers equivalent to those of an English liquidator.
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11/11/2008 - Gaming law news: Antigua "white listed"

The Department of Culture, Media and Sport recently announced that, with effect from 21 November 2008, Antigua and Barbuda is joining the gambling "white list" of countries and jurisdictions allowed to advertise gambling in the UK pursuant to the Gambling Act 2005.
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05/11/2008 - FSA rejects calls for more hedge fund regulation

The FSA has rejected calls for greater regulation of the hedge fund industry, saying that more effective regulation, rather than more regulation, is the goal.
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03/11/2008 - Judge warns of dangers of overloading interim applications

The Court was due to hear the Claimants' application for summary judgment relating to an unpaid debt as well as the Defendants' application to set aside a world-wide freezing order obtained against them. The hearing was listed for three days and was during the Court's summer vacation.
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18/09/2008 - Pre-Judgment Interest on Debts and Damages - the Government's Response

On 16 September 2008, the Government released its response to the Law Commission's 2004 report entitled "Pre-Judgment Interest on Debts and Damages". The Government agreed that the rate for simple interest should be rationalised, but has refused to commit itself or make any changes on the more controversial question of compound interest.
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18/09/2008 - Company Names Tribunal stamp down on "opportunistic" registrations of company names.

From 1 October 2008, businesses or persons that have goodwill in a name will be entitled to complain about opportunistic registration of that or a similar name by third parties. Since implementation of the Companies Act 2006, the Company Names Tribunal will be responsible for assessing any disputes which are centred around opportunistic registrations where there is a "bad faith" element. In other words where there are coincidental similarities between the company names ie where registration is intended to cash in on the other entity's fame and where the similar name would suggest a connection with the complainant. The fee for such an application is a mere £400.
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16/09/2008 - Companies Act 2006 - key changes from 1 October 2008

"Self help" reduction of share capital (sections 641-644)

A new procedure has been introduced whereby private companies will be able to reduce their share capital by way of a special resolution supported by a solvency statement made by the directors. This will not require the support of an auditor's report and any advertising to creditors or waiting period will not be applicable (other than the time it takes to register the papers at Companies House). This is an alternative to the court approved procedure under the 1985 Act which will remain in place.
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05/08/2008 - Foolish and incompetent lawyer escapes liability for money laundering

A recent Court of Appeal decision has overturned a finding of dishonest assistance against two solicitors, holding that the lower court has made several misdirections and errors on the basis of the evidence and arguments put before it.
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04/08/2008 - Facebook users must exercise restraint

Facebook users should beware of information they post on the social networking site in relation to other people or entities, following a recent decision by the High Court in a claim for defamation and misuse of private information. While the case in question involved a concerted and deliberate attack on the claimant, both relating to his personal and professional life, other libellous posts on the site could well attract an award of damages in the event of a claim by a victim.
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04/08/2008 - Annual returns - disclosure of shareholder information

With effect from 1 October 2009, shareholder information to be provided in the annual return will change when certain provisions of the Companies Act 2006 come into force. By way of interim measure, regulations have been published* which prescribe an amended annual return (form 363a) to be used from 1 October 2008. Pursuant to previous regulations** new provisions will be added to the Companies Act 1985 whereby a distinction will be made between "traded" and "non-traded" companies for the purposes of determining the shareholder information to be disclosed in annual returns made up to a date on or after 1 October 2008.

In the case of traded companies (i.e. companies whose shares have been admitted to trading on a "regulated market" at any time during the return period), the names and addresses of each person who held 5% or more of the issued shares of any class of the company during the relevant return period must be disclosed. Non-traded companies, on the other hand, must disclose the names (but not addresses) of each person who was a member of the company at any time during the return period.

* [i]The Companies (Forms) (Amendment) Regulations 2008 (SI 2008/1861)
** The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (SI 2008/1659)

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21/07/2008 - Limits on Contractual Damages

The House of Lords has recently ruled that, in certain cases, the usual rule of foreseeability may not apply to questions of liability in contractual disputes.
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11/06/2008 - Should the roles of Chairman and Chief Executive be split? We compare the US and UK Models

One of the main principles of the UK's Combined Code on Corporate Governance is that there should be a clear division of responsibilities at the head of a company between the running of the board and the executive responsibility for the running of the company's business. The Combined Code clearly states "no one individual should have unfettered powers of decision".
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09/06/2008 - Declaratory relief awarded to a potential defendant where injured party failed to institute proceedings despite several threats.

The High Court has ruled that, in certain circumstances, where there is a delay in issuing proceedings, a potential defendant can seek declaratory relief to nullify any potential liability that may have be found upon the institution of proceedings.
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28/05/2008 - Cheque-mate: cashing of a cheque received accompanied by a letter is strong evidence of acceptance of the offer contained in that letter

The High Court recently decided that where a cheque is received under the cover of a letter and then presented to the recipient's bank, the offer and terms stated in that letter will be deemed to have been accepted.
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21/05/2008 - Companies Act 1985 (Annual Return) Regulations 2008

These Regulations were published on 2 May 2008 and are due to come into force on 1 October 2008. The Regulations relate to information which is to be provided in annual returns made up to dates on or after 1 October 2008.
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14/03/2008 - Gambling addict loses final bet with bookmaker

The High Court has ruled that a man with a self-confessed gambling problem is not able to claim over £2m damages against William Hill bookmakers.
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14/03/2008 - UK Businessman wins US Extradition Appeal

The House of Lords have allowed the appeal of UK businessman Ian Norris against a judge's decision that he should be extradited to the USA to face charges of price-fixing.
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11/03/2008 - Companies Act 2006 - auditors' liability limitation agreements

A significant protection for the audit profession will very soon be introduced into company law when further provisions of the Companies Act 2006 are implemented. From 6 April 2008, an auditor will be able to limit its liability by way of agreement with a company. Previously, a company could not exempt its auditors from liability for negligence, default, breach of duty or breach of trust. Calls for auditors to be permitted to limit their liability grew following the demise of Arthur Anderson in 2002 in the Enron affair.
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04/03/2008 - Corporate Practice point - concert parties

A private company seeking a listing on a public exchange will often insert a public company above it, its shareholders carrying out a share for share exchange. The Takeover Panel has a working assumption that where all shareholders in the limited company exchange their shares for shares in the plc, a concert party is present for the purposes of the City Code on Takeovers and Mergers (the "Takeover Code"). The existence of the concert party must be disclosed in the prospectus or admission document (whichever is applicable), together with an explanation of the Takeover Code implications.

On a small fundraising, for example, where the members of the concert party will hold more than 50% of the company's shares following admission to the public exchange, such a group would be able to increase their aggregate interest in shares without incurring any further obligations under Rule 9 of the Code to make a general offer to the other shareholders to acquire the balance of shares. (Individual members of the concert party would not, however, be able to increase their percentage shareholding through or between a Rule 9 threshold without carrying out a "whitewash procedure" and obtaining Panel consent.)
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01/02/2008 - News test item 2

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16/01/2008 - Court refuses to wind up company where possibility of recovering stripped assets

A company which was trading whilst insolvent avoided a winding up order where there was a prospect of success in proceedings against one of its directors which would return the company to the black.
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16/01/2008 - Agreement to part pay a debt is not binding but there is some hope for the part-payer

The Court of Appeal recently found that a creditor, who may have agreed to limit a debtor's liability to one third of a joint debt, could not be bound by any such agreement as there was no consideration. Six years previously, the creditor obtained judgment jointly against three partners, including Mr Collier, for the sum of £46,800. The partners agreed to jointly pay the debt off by way of £600 monthly instalments.
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16/01/2008 - Gambling news: Tasmania "white listed"

Following the government's announcement in August 2007 that Alderney and the Isle of Man were allowed to advertise remote gambling in the UK, the Department of Culture, Media and Sport ("DCMS") recently announced that Tasmania will also be joining the gambling "white list", with effect from 31 January 2008.
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01/01/2008 - This is a test news story

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2008 City Law News