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An action done or suffered to be done by a debtor prior to his being adjudged bankrupt, or by a company prior to its entering into administration or going into liquidation, that has the effect of putting one or more of his/its creditors or one or more of the sureties or guarantors of his/its debts or other liabilities into a better position in the event of his bankruptcy or of the company's insolvent liquidation.
The court only has jurisdiction to act if the action occurred within a specified period prior to the debtor being adjudged bankrupt, or the company entering into administration/going into liquidation. In the event of the court having jurisdiction it may make such order as it thinks fit for restoring the position to what it would have been if the preference had not been given.
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Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...
Articles (non-leveraged investment)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the founders will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or another director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency...
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Direct marketing decision tree—live telephone calls—data protection This decision tree provides a logical process for determining whether you can engage in live telephone marketing and, if so, to whom. For other types of marketing, see: Direct marketing decision tree—postal—data protection and Direct marketing decision tree—email and other electronic mail marketing—data protection. Live or automated telephone calls? This decision tree is not suitable for automated calls because the rules on automated calls are far stricter than those relating to live calls. You must not make automated telephone marketing calls to an individual unless they have specifically consented to receive this type of call from you. General consent for marketing, or even consent for live calls, is not enough—it must specifically cover automated calls. There is therefore little point in having a decision tree for automated marketing calls—this decision tree relates exclusively to live marketing calls. See Practice Note: Direct marketing compliance—Automated calls. Claims management services Unsolicited phone calls advertising claims management services are not permitted unless the recipient previously notified...
Direct marketing decision tree—postal—data protection This decision tree provides a logical process for determining whether you can engage in postal direct marketing and, if so, to whom. For other types of marketing, see: Direct marketing decision tree—email and other electronic mail marketing—data protection and Direct marketing decision tree—live telephone calls—data protection. Note 1—personal data and corporate targets Postal marketing to named individuals identified from your customer database will involve processing personal data. The definition of personal data is sufficiently wide to cover business-to-business marketing activities, in particular postal marketing to named individuals in their work capacity: ‘Personal data means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person’ Note 2—circumventing the UK GDPR The...
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Creditors are often keen to establish proprietary claims as they create rights in rem (which attach to the property itself) rather than personal claims (which just attach to a person). This difference is particularly important when a company enters insolvency as assets subject to proprietary claims will not form part of the distressed company's estate, so the holder may be able to make a full recovery, rather than having to prove as an unsecured creditor in the liquidation/administration and wait for a dividend (which usually takes several months and is often less than a 50% dividend — and sometimes almost nothing at all). Effectively, proprietary claims leap-frog over secured and preferential creditors in the waterfall of priorities as the assets are ring-fenced for the benefit of the holder of the proprietary claim.For payment waterfalls, see Practice Note: Waterfall of payments—a comparative guide.Trust principlesProprietary claims are usually based on principles of trust law, which require the existence of the following certainties to create a valid trust (Re Sendo International (in administration)):•subject...
The primary function of office-holders in both corporate and personal insolvency is to collect in the assets of the company or individual, realise and distribute them to the company's or individual's creditors in accordance with the statutory waterfall. For further information, see Practice Notes:•Waterfall of payments—a comparative guide•Waterfall of payments in administration•Waterfall of payments in liquidation•Waterfall of payments in bankruptcy•Waterfall of payments in administrative receivershipPari passu distributionPari passu is a Latin phrase meaning 'with an equal step' or 'on equal footing'. For the purposes of insolvency it encompasses the principle of proportionality and is referred to when stating how creditors are to be treated as against each other. If they are ranked 'pari passu' then each creditor in the same class is paid equally and without preference to one another. If there is not enough money in an insolvency to pay creditors in full, they will be paid pro rata on a pari passu basis, so each will get a proportionate return. For example, all unsecured creditors (ie those creditors...
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Competition law compliance—tying/bundling checklist for staff As products become more technically complex and contain integrated technologies and features, the issues around whether tying and bundling could be perceived as being anti-competitive become more complicated. This checklist is intended to assist you in considering relevant competition law factors before tying or bundling products. Always seek guidance from [insert, eg the legal team] as required below and if you have any questions or concerns. 1 Products and market Consider whether the products that are bundled or tied can be considered distinct products. Can the products that are bundled or tied be considered distinct products? □ Yes—refer to [insert, eg the legal team] as bundling may have a negative effect on suppliers of stand-along products and so damage competition □ No [Insert comments] Do other organisations in the market use bundling and tying? □ Yes□ No—refer to [insert, eg the legal team] [Insert comments] 2 Rationale Consider the key motivation for the tying or bundling. It could be a combination of all these and not...
Letter of instruction to a personal injury medical expert—intermediate track Dear [insert expert’s name] Re: [insert name of client and the client’s date of birth, (address and telephone number should be provided separately for the appointment arrangements)] Date of accident: [insert date of accident] Thank you for agreeing to report on condition and prognosis in this case. We are acting for the above named in connection with injuries received in an accident which occurred on the above date. This is a personal injury claim in which we consider the value of the case is likely to be between £25,000 and £100,000 and we believe the court will allocate the case to the Intermediate track. As such your expert report should be limited to 20 pages excluding any necessary photographs, plans, CV and academic or technical articles attached to the report. Please ensure that consideration is given to the appendices to your report. Specifically, there should be a reference to the academic papers on which you rely for your...
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Does a bonus issue have to be carried out so that the shares are offered to all existing shareholders in a company or can a company choose which shareholders to allot bonus shares to? In this Q&A, we have assumed that the company proposing to carry out a bonus issue is a private company limited by shares. A bonus issue is the allotment of shares by a company to its existing shareholders, usually on the basis that they are fully-paid (as that is often a requirement of its articles of association), and without any payment being required by shareholders for those shares. In essence, a bonus issue will involve a resolution of a company to effect the capitalisation of existing reserves into (normally) fully-paid shares by allotting the shares and applying reserves in paying them up. It is not possible for a shareholder in a company that is making a bonus issue to refuse the allotment of any shares that they are entitled to or to...
What is the difference between a holding or subsidiary company and a parent or subsidiary undertaking? Two distinct statutory concepts govern holding and subsidiary company relationships. The definition of 'parent and subsidiary undertaking' is the basis for consolidated accounts for groups of companies. This is to be distinguished from the general definition of holding and subsidiary company used elsewhere in the Companies Acts, other legislation, and in contracts. Holding and subsidiary companies The term 'company' in the Companies Act 2006 (CA 2006), s 1159 (ie both as to holding and subsidiary companies) includes any body corporate (CA 2006, s 1159(4)). It does not, therefore, have the wide reach of the term 'undertaking'. It does, however, include sub-subsidiaries. CA 2006, s 1159(1) defines a company as a ‘subsidiary’ of another company, its ‘holding company’, if that other company: • holds a majority of the voting rights in it, or • is a member of it and has the right to appoint or remove a majority of its...
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Welcome to the 26 June 2025 highlights from the Immigration team, which provides links to key news stories from the last week, as well as a round-up of new and updated content in Immigration.
The Department for Science, Innovation and Technology (DSIT) and the Department for Culture, Media and Sport (DCMS) have published the Digital and Technologies Sector Plan and the Creative Industries Sector Plan under the UK’s National Strategy for Economic Transformation. Both plans reaffirm the government’s intention to support rightsholders in licensing their work in the digital age while enabling artificial intelligence (AI) developers to access creative material. The government is continuing to analyse responses to its consultation on delivering a copyright and AI framework and has committed to publishing a detailed economic impact assessment and a report on the use of copyright material for AI training, transparency and technical standards. No timeline has been provided for this work.
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(1)    This section applies as does section 238.(2)    Where the company has at a relevant time (defined in the next section) given a preference to any person, the office-holder may apply to the court for an order under this section.(3)    Subject as follows, the court shall, on such an application, make such order as it thinks fit for restoring the position to what it would have been if the company had not given that preference.(4)    For the purposes of this section and section 241, a company gives a preference to a person if—(a)
(1)Â Â Â Â Subject as follows in this and the next two sections, where an individual is [made] bankrupt and he has at a relevant time (defined in section 341) given a preference to any person, the trustee of the bankrupt's estate may apply to the court for an order under this section.(2)Â Â Â Â The court shall, on such an application, make such order as it thinks fit for restoring the position to what it would have been if that individual had not given that preference.(3)Â Â Â Â For the purposes of this and the next two sections, an individual gives a
Preference is referenced 2 in UK Parliament Acts
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