Miscellaneous: Finance

An outline of UK and international accounting standards requirements under the Companies Act 2006. This note covers the law applicable to financial periods beginning on or after 6 April 2008.

A note outlining the changes to the law on annual returns made by the Companies Act 2006 (2006 Act).  For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 24 (a company's annual return) came into force on 1 October 2009.

The UK government, Bank of England and the regulatory authorities have taken a number of measures to support the banks and the interbank lending market during the current financial crisis. The purpose of this note is to highlight the chronological developments relating to one of the central pieces of this stability package: the Bank of England's Asset Purchase Facility.

A practice note about the Bribery Act 2010, which received Royal Assent in April 2010 and came into force on 1 July 2011.  The background to the Act is described in Practice note, Bribery: law reform. PLC's materials on the Bribery Act are set out in Bribery Act 2010: toolkit.

A note outlining the changes to the law on the change of a company's name under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 5 (a company's name) of the 2006 Act came into force on 1 October 2009 apart from objections to company names (sections 69-74, 2006 Act) and trading disclosures (sections 82-85, 2006 Act) which came into force on 1 October 2008.

An outline of the requirements for claims in negligence considering the tort of negligence and actions for breach of a duty of care in contract. This note addresses issues such as causation, foreseeability, pure economic loss, contributory negligence and mitigation.

A table that shows when each section of the Companies Act 2006 (2006 Act) came into force. To check when a section of the Companies Act 1985 (1985 Act) was repealed by the 2006 Act, see Practice note, Companies Act 1985: When was it repealed?. For a table showing the origin of the provisions of the 2006 Act, principally by reference to sections of the 1985 Act, see Companies Act 2006: Table of origins. For background information and materials on the 2006 Act, see Practice note, Companies Act 2006: materials.

A note outlining the changes to the law on the formation of companies made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For information on forming a company under the Companies Act 2006, see Practice note, How to incorporate a company under the Companies Act 2006.

An outline of the ways in which contractual rights may be transferred to third parties by means of assignment, and the rule against assigning the burden, or obligations, of a contract.

A note outlining the rules governing the capacity of an organisation or individual to contract.

An outline of the classification of contract terms as conditions, warranties and intermediate or innominate terms.

A note considering the use of entire agreement clauses to prevent statements or representations that are not set out in a written agreement from having contractual force. It also considers the use of such clauses to restrict liability for claims based on misrepresentation

A note outlining the use of force majeure clauses.

A note outlining the rules governing the doctrine of frustration.

A note outlining the rules that may make a contract void or unenforceable, on grounds such as illegality or public policy, or voidable for duress or undue influence.

An outline of the way in which contractual rights and obligations may be transferred to third parties by means of novation.

A practice note explaining when and how the court will rectify a document or use construction to correct a mistake and reflect the terms agreed.

An outline of the way in which performance of contractual obligations may be transferred to a third party by means of a subcontract.

A note outlining the rules governing variation of a contract.

This practice note discusses the UK's controlled foreign company regime for accounting periods beginning before 1 January 2013 and the UK's rules on attributing gains of non-UK resident companies to UK residents.

This note provides a brief summary of the CRC Energy Efficiency Scheme (CRC).

This practice note provides a detailed overview of the CRC Energy Efficiency Scheme (CRC), which is a mandatory emissions trading scheme for large businesses and public sector organisations in the UK. The scheme came into force in April 2010.

A guide to the implications of the CRC Energy Efficiency Scheme for restructuring and insolvency practice.

A note outlining the changes to the law on declaration of directors' interests under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties in sections 175 to 177 came into force on 1 October 2008, along with the provisions relating to declarations of interest in existing transactions or arrangements in Chapter 3 of Part 10 (sections 182 to 187).

A note outlining the changes to the law on directors' duties under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For a more detailed note on this topic, see Practice note, Directors' general duties under the Companies Act 2006. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties (sections 175 to 177). Sections 177 to 175 came into force on 1 October 2008.

A practice note about the direct tax disclosure regime which requires promoters, and in some cases, users, of certain tax planning arrangements to disclose details of the arrangements to HMRC.

A note outlining the changes to the law on the dissolution and restoration to the register of companies to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 31 (dissolution and restoration to the register) will come into force on 1 October 2009.

A practice note about the direct tax disclosure regime applicable before 1 August 2006.

This note explains: In what circumstances lenders are at risk of incurring environmental liabilities. The purpose of, and the various steps involved in, environmental due diligence. The various provisions that can be included in a facility agreement and debenture to address environmental issues.  

This note considers the ways in which a party may seek to exclude or limit its liability for negligence and negligent misstatement. It discusses the common law position, contractual exclusion clauses, the issue of estoppel and the impact of statutory restrictions such as the Unfair Contract Terms Act 1977 (UCTA).

A practice note on the formalities for the execution of deeds and documents by incorporated and unincorporated charities.

A note outlining the law on the exercise of members' rights under Part 9 of the Companies Act 2006 (CA 2006) under which indirect investors may exercise certain governance rights. Part 9 (exercise of members' rights) came into force on 1 October 2007.

An outline of the common law fiduciary duties, ways of modifying those duties (including the use of Chinese walls) and proposals for reform.

This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. 

Practice note covering issues to be considered when preparing for and calling general meetings, including annual general meetings.

Tax legislation gives special tax treatment to certain transactions between group company members, such as group and consortium relief and relief for chargeable gains groups. This note considers that treatment. The stamp duty, stamp duty land tax and value added tax position of group companies is also considered.

This Practice note stresses the importance of giving information to clients about costs. It summarises the requirements of the Solicitors Code of Conduct 2007, and other legal requirements, and provides suggestions for how best information on costs can be provided to the client, at the outset and throughout the retainer. Note: This note covers the requirements of the Solicitors Code of Conduct 2007 (in force from 1 July 2007 to 5 October 2011).  For the latest requirements, under the Solicitors Code of Conduct 2011, see the new version of this note, Practice note, Informing the client about costs: at outset of retainer and beyond. For details of the Solicitors Costs Information and Client Care Code 1999, see, Practice note, Informing the client about costs: at outset of retainer and beyond pre 2007.

A well drafted contract will have a governing law clause which determines the substantive law that will be applied to work out the rights and obligations of the parties to the contract. Generally, the English courts will uphold an express choice of law as a valid choice. However, while an express choice of law in relation to contractual obligations cannot be overturned, significant challenges can be made to it under the Rome Convention or the Rome I Regulation, which can have the effect of modifying the applicable law. This note looks at the three situations in which the express choice of law in respect of contractual obligations can be modified under the Rome Convention or the Rome I Regulation under English law. This note does not consider the effectiveness of a governing law clause covering non-contractual obligations, and the challenges that may be made to such a clause. For a detailed discussion of the issues which arise in that context, see Practice note, Rome II: an outline of the key provisions.

A practice note listing key forthcoming dates for UK finance lawyers.

A practice note listing key forthcoming dates for UK finance lawyers.

A note outlining the changes to the law on members' resolutions and statements under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (Resolutions and meetings) of the Act came into force on 1 October 2007.  

This note provides an overview of the content of a company's memorandum of association under the Companies Act 2006.

An introduction to the provisions of the model articles for private companies limited by shares, as set out in Schedule 1 to The Companies (Model Articles) Regulations 2008 (SI 2008/3229).

A note outlining the changes to the law on notices of EGM made by the Companies Act 2006 (2006 Act). This note does not reflect the changes introduced in relation to notices and general meetings by the Companies (Shareholders' Rights) Regulations 2009 which came into force on 3 August 2009. For more detailed information on general meetings, including the changes introduced by the Companies (Shareholders' Rights) Regulations 2009, see: Practice note, General meetings (including AGMs): preparation and notice; and Practice note, General meetings (including AGMs): conduct of the meeting. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (resolutions and meetings) came into force on 1 October 2007, apart from sections 327(2)(c) and 330(6)(c) regarding proxies which are not being commenced, and those provisions that came into force on 20 January 2007 (sections 308, 309 and 333).

A note outlining the changes to the law relating to a company's objects to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006.. Part 3 (A company's constitution) of the 2006 Act will come into force on 1 October 2009.

This practice note examines powers of attorney, in particular, general powers of attorney and their commercial application. It includes links to standard documents for general powers of attorney and specimen execution clauses. For further details on other types of powers of attorney, see Practice note, Lasting powers of attorney and Practice note, Enduring powers of attorney.

An outline of the law of professional negligence. This note considers: The requirements for claims in contract and tort. The application of the SAAMCO principle. The Bolam test. Contributory negligence. Contribution. The use by professionals of exclusion clauses to limit liability.

A note outlining the changes to the law on the publication and filing of company accounts under the Companies Act 2006 (CA 2006 Act). For more detailed information and analysis, see Practice note, Company accounts and reports: overview. Part 15 (accounts and reports), other than sections 417 and 463, came into force on 6 April 2008.

Ths note explains that a Quistclose trust is a form of resulting trust that may arise when funds are transferred for specific and exclusive purposes, as explained in Twinsectra Ltd v Yardley and others [2002] UKHL 12. It gives examples from case law of loans and other situations, and summarises factors to consider when advising.

A note outlining the changes to the law on record keeping requirements in relation to resolutions and meetings made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on record keeping in Parts 10 and 13 came into force on 1 October 2007.

An outline of the law of damages for actions in contract and tort and the remedies that may be agreed by contracting parties. 

A note outlining the law of restitution.

This note summarises the key provisions of the Convention on the law applicable to contractual obligations (80/934/EEC) (Rome Convention), which applies to contracts made before 17 December 2009 and contains rules for determining the applicable law.

This practice note summarises, from an English law perspective, the key provisions of Regulation 593/2008 on the law applicable to contractual obligations (Rome I). It highlights the main changes from the rules contained in the Rome Convention on the law applicable to contractual obligations of 1980 (Rome Convention).

This note considers the effect the Rome II Regulation on the law applicable to non-contractual obligations may have on finance transactions.

A note outlining the changes to the law relating to a company's secretary to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 12 (company secretaries) came into force on 6 April 2008, other than sections 270(3)(b)(ii) and 275 to 279, which will come into force on 1 October 2009.

A note outlining the changes to the law on shadow directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Part 10 (a company's directors) came into force on 1 October 2007, other than: (1) provisions relating to directors' conflict of interest duties, declarations of interest in existing transactions or arrangements, and underage and natural directors, which came into force on 1 October 2008; and (2) provisions relating to the register of directors, including directors' residential addresses, which came into force on 1 October 2009.

A note outlining the changes to the law on special resolutions made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions in Part 13 on special resolutions came into force on 1 October 2007.

This note looks at the impact on finance transactions of the Solicitors Regulation Authority (SRA) Code of Conduct 2011, which is part of the SRA Handbook 2011. For a general introductory note on the SRA Handbook 2011, including an overview of the SRA Code of Conduct 2011, see Practice note, SRA Handbook 2011 and Code of Conduct.

An outline of the English court system, the doctrine of precedent, and the rules of statutory interpretation.

This practice note is a basic summary of the tax issues that frequently arise in respect of commercial lending transactions carried on by banks. Among other things, it considers distribution treatment for interest, withholding tax, stamp duty and VAT.

A note explaining the legislative process in the UK Parliament. It provides an overview of how Bills become Acts of Parliament and also explains the different types of Bill that can be introduced into Parliament. The note also explains delegated or secondary legislation.

A practice note discussing when time limits in a contract are essential conditions of the contract, a breach of which would amount to a fundamental breach that would justify the other party terminating the contract.

A note outlining the changes to the law on the true and fair view in relation to accounts to be made by the Companies Act 2006 (CA 2006). The relevant provisions in Part 15 (accounts and reports) and Part 16 (audit) came into force on 6 April 2008. For more detailed information and analysis, see Practice note, True and fair view.

This practice notes summarises the various VAT issues that arise for banks in the course of their business.

A short summary of how the withholding tax rules apply in relation to bank deposits when interest is paid or deposited by a "deposit-taker".