Restrictive covenants: When is a person “concerned in” a competing business?
Talking Business
In this month’s podcast we review the High Court’s interpretation of certain commercial contract warranties in a sale agreement; consider what it means to be “concerned” in a business and when this may breach restrictive covenants; and examine the Privy Council’s decision that unanimous shareholder consent did not require the features of a binding contract.
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Challenges to historic payments to directors
Talking Business
In this month’s podcast we explain the lessons from a recent case on how to notify and measure warranty claims; shine a spotlight on how historic payments to directors may be challenged; review the offence of failing to prevent fraud and new guidance on prosecutors’ approach to corporate offending; and confirm that the FCA has approved the London Stock Exchange as the first operator of a PISCES platform.
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The impact of not having a bespoke LLP agreement
Talking Business
In this month’s podcast we explain why the dilution of a shareholding was not unfairly prejudicial conduct; confirm the implementation date for mandatory director identity verification; recount how the court has rejected another challenge to a final order made under the National Security and Investment Act; and highlight the impact of not having a bespoke LLP agreement.
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The FCA’s final rules for its new public offers and admissions regime
Talking Business
In this month’s podcast, we consider the Court of Appeal’s landmark ruling on directors’ duties; review a case involving the interpretation of leaver provisions in articles of association; and summarise the FCA’s final rules for its new public offers and admissions regime.
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How WhatsApp messages can lead to a binding contract
Talking Business
In this month’s podcast we review how an informal exchange of WhatsApp messages led to a binding contract; confirm that “sleeping” directors cannot avoid liability through their inactivity; and explain why a recent decision gives hope to passive investors who rely on a company’s published share price.
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The London Stock Exchange’s plans for the future of AIM
Talking Business
In this month’s podcast we explain how statements by a seller in a draft disclosure letter might give a buyer a claim for misrepresentation, and review the London Stock Exchange’s plans for shaping the future of AIM.
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What is a “manifest error” in an expert’s determination?
Talking Business
In this month’s podcast we explain the perils of failing to comply with an agreement’s notice clause; consider what is a “manifest error” in an expert’s determination; and review the Registrar’s new powers to strike off companies.
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High Court confirms fairness of national security assessment and final order
Talking Business
In this month’s podcast we consider a case where the forfeiture of a shareholder’s shares was found to be unlawful; report on the first judicial review of an order made under the National Security and Investment Act 2021; and explain why claims relating to a transfer of shares were struck out of a shareholder’s unfair prejudice petition.
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Share dealing during a closed period
Talking Business
In this month’s podcast we: explain the High Court’s important clarification on the decision-making powers of a sole director; review the rules on share dealing during a closed period and the consequences for a senior executive who breached those rules; and confirm the Government’s plans for a new trading market for private company shares.
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How an oral agreement to transfer shares overrode a will
Talking Business
In this month’s podcast we consider the preparatory steps a director could take to set up a competing business without breaching their fiduciary duties; explain how an oral agreement to transfer shares overrode provisions in a shareholder’s will; and examine the implications of a High Court decision for passive investors who don’t actively read published information about investee companies.
info_outlineAs part of World IP Day (which is observed annually on 26 April), we spoke to three of our intellectual property (IP) specialists on what issues women face in the industry. They tell us what their experience has been like and give valuable advice to those looking to break into the industry.
Meet our speakers: