13 results
Directors’ duties – To what extent is a person who has resigned as a director still subject to a duty to avoid conflicts of interest with his former company?
In Burnell v Trans-Tag Ltd [2021] EWHC 1457 (Ch), the High Court considered the scope of a director’s duty to avoid conflicts of interest under s 175 CA 2006 as it continues to apply to a former director by virtue of s 170(2) CA 2006. The issue arose in a counterclaim that was brought as part of a more...
Company Directors: Legal Duties
Between July and September 2019 a total of 169,751 new incorporations were registered at Companies House, each with at least one director. It is possible to be registered as a Company Director with a few clicks on the Companies House website, and yet many individual directors do not appreciate the more...
Court approves merger of Maltese parent company into its English subsidiary
On 15 May 2018 Arnold J. approved the merger of Reed Global Limited, a company incorporated in Malta into Reed Global (UK) Limited, its English subsidiary under the Companies (Cross-border Merger) Regulations 2007. Save for one point, the merger was uncontroversial, with all three employees of the more...
Court sanctions Stellar Diamonds takeover despite low turnout
On 25 April 2018 Snowden J, sanctioned the Part 26 Companies Act 2006 ("CA 2006") scheme of arrangement ("the Scheme") by which Newfield Resources Limited ("Newfield"), an Australian company, acquired the entire issued and to be issued share captial of Stellar Diamonds Plc ("the Company"), an AIM more...
Court sanctions takeover scheme for Stadium Group Plc
On 17 April 2018 Fancourt J. sanctioned the acquisition of the entire issued share capital of Stadium Group Plc ("the Company") by TT Electronics Plc ("TT"). Prior to the acquisition the Company's shares were listed on the AIM market. TT's shares on listed on the main market of the London Stock more...
Court sanctions takeover scheme in respect of challenger bank Aldermore Group Plc
On 12 March 2018 Hildyard J. sanctioned a scheme pursuant to Part 26 CA 2006 providing for the acquisition of the entire issued ordinary share capital of Aldermore Group Plc ("the Company") by FirstRand International Limited ("FirstRand"). The Company was established in 2009 by funds advised by more...
Court Sanctions Takeover of Plant Impact Plc
On 27 March 2018 Barling J. sanctioned the acquisition of the entire issued ordinary share capital of Plant Impact Plc ("the Company") by Croda Europe Limited ("Croda"). The Company carries on business developing and supplying crop enhancement products. Prior to the acquisition the Company's more...
Style & Wood Group Plc Takeover Sanctioned
On 7 March 2018 Fancourt J. sanctioned the acquisition of the entire issued ordinary share capital of Style & Wood Group Plc ("the Company") by Central Square Holdings Limited ("Central Square"). Prior to the acquisition the Company's ordinary shares were listed on the AIM market. It had four more...
Downwards cross-border mergers: the maintenance of capital trap
The ambit of the Companies (Cross-border Merger) Regulations 2007 (CBMR 2007) permits a parent company to be merged into its subsidiary. When undertaking a merger of that type, it is important to be aware of the acquisition of own shares involved and accordingly, the possible breach of the capital more...
Schemes of arrangement: The Jimmy Choo Acquisition
What were the facts in this scheme? On 27 October 2017, Snowden J sanctioned the scheme of arrangement under Part 26 2006 by which JAG Acquisitions (UK) Limited, a wholly-owned subsidiary of Michael Kors (UK) Holdings Limited (Michael Kors) acquired the entire issued and to be issued share capital more...
Class composition on schemes of arrangement: The City Pub Company Scheme
On 31 October 2017, Carr J sanctioned a scheme of arrangement pursuant to Part 26 CA 2006 by which The City Pub Company (East) plc (East) acquired the entire issued and to be issued share capital of The City Pub Company (West) plc (West). Before the scheme took effect, East and West had mirror more...
Court approves banking transfer scheme in respect of Kleinwort Benson Bank Limited
On 30 October 2017, Carr J approved the banking business transfer scheme by which, as part of an internal restructuring, the entire business of Kleinwort Benson Bank Ltd (KBBL) was transferred to SG Kleinwort Hambros Bank Ltd (Kleinwort Hambros) pursuant to Part VII FSMA 2000. In addition, the judge more...
Court sanctions scheme for acquisition of Hargreave Hale Limited
On 15 September 2017 Morgan J. sanctioned a scheme of arrangement providing for the acquisition of the entire issued and unissued share capital of Hargreave Hale Limited (“the Company”) by Canaccord Genuity Wealth Group Holdings (Jersey) Liimited (“Canaccord”). Most acquisition schemes of more...
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