In the latest episode from our Talking Business Podcast, host Sophie Brookes discusses some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget.

• We provide an overview of some of the key points that were announced by the Chancellor in the UK Autumn 2022 Budget.
• We look at a case that highlights the significant financial costs for a company that fails to take adequate procedures to prevent bribery.
• We review a case that relates to a financial cap on the seller's liability in a share sale agreement.
• We consider a decision that found that a seller had breached the relevant warranties in a sale agreement.

To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness.

In this episode, host Sophie Brookes and senior associate Zum Mohammed discuss Non-Disclosure agreements (NDAs). They consider the benefits of having a non-disclosure agreement in place when selling a business and highlight the key points you need to consider as a seller when preparing your NDA.

• They discuss why Non-Disclosure agreements (NDAs) are significant.
• They provide an overview of how NDAs are used in a sale process.
• They outline the key points you need to consider as a seller.
• They provide an overview of what to be aware of as a buyer.
• They outline how long NDAs last.
• They discuss the consequences of breaching confidentiality obligations.

To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness.

In this month's update, host Sophie Brookes talks us through some changes proposed in the Government's policy paper aimed at reducing red tape post-Brexit as well as some more immediate changes to the rules on winding-up petitions in the wake of the coronavirus pandemic. Sophie also discusses two recent cases which considered whether a company's directors had breached their duties by issuing shares to defeat resolutions at a general meeting and whether increasing the pre-default interest rate in a loan agreement by 400% post-default was an unenforceable penalty.

To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness. From there, you can subscribe for all updates, meet our speakers and get more information on all of the topics being discussed.

In this episode host, Sophie Brookes, talks to solicitor Imogen Cox about share buybacks. Imogen gives an overview of the statutory rules that must be followed to prevent a buyback from being void, she also provides useful guidance on how a defective buyback might be fixed.

• We outline the various aspects of the share buyback process.
• We outline the reasons a company might decide to buy back shares.
• We provide an overview of the statutory rules that must be followed during the share buyback process.
• We discuss the key requirements businesses need to consider when buying shares back from an individual shareholder.
• We outline the consequences businesses face if they do not follow the statutory rules when buying back shares.
• We provide some suggestions for how a business can fix a defective buyback.

To find out more about the series, please visit gateleyplc.com/podcast/talkingbusiness.

In this month's round up of recent developments, host Sophie Brookes explains the digital process for stamping documents, such as stock transfer forms, and also examines the latest guidance about how the Government will exercise its new powers to intervene in transactions on the grounds of national security. She also tells a cautionary tale of a case in which a director was held personally liable for auction bids he placed on behalf of his company and explains the limits placed on a party exercising a contractual discretion.

https://gateleyplc.com/podcast/talking-business/

In this episode, host Sophie Brookes provides an update on the latest developments in corporate law. Topics that are covered include the extent of the duties owed by a director after they have resigned, the rules for determining who is the contracting party and (yet another!) case where a buyer's notice of warranty claim fell short of the relevant contractual requirements.

• We explain how the conduct of directors of dissolved companies will come under greater scrutiny.
• We review a case where a buyer's notice of warranty claim fell short of the relevant contractual requirements.
• We consider the rules for determining who is the contracting party in a case involving a missing Ferrari gearbox.

In our latest podcast episode, host, Sophie Brookes is joined by Rachel Dean to define employee ownership trusts (EOTs) and outline the key benefits and risks associated with selling to an EOT.

• We define employee ownership trusts.
• We outline the benefits of employee ownership.
• We discuss how a sale to an employee ownership trust is funded.
• We outline the advantages of selling to an EOT.
• We outline the qualifying conditions which must be met to benefit from the associated tax relief.
• We discuss what happens if there is a disqualifying event.

In this episode, host Sophie Brookes explains some recent changes to company procedures as certain Covid-19 temporary measures come to an end and explains how the UK's financial services regime is beginning to diverge from the EU post-Brexit.

• We look at the temporary measures that were introduced during the COVID-19 pandemic, and outline what's going to happen with those going forward;
• We outline the new process of stamping stock transfer forms via email;
• We discuss whether it is possible for a company to validly hold a general meeting on an entirely virtual basis now that the emergency provisions allowing this have expired;
• We explore the new restructuring plan which is now a permanent measure;
• We provide an overview of key post-Brexit changes including the Financial Services Act.

In this episode, host Sophie Brookes and corporate partner Paul Cliff discuss the Government's new powers to intervene in transactions on the grounds of national security. They consider the impact the new regime is likely to have on UK transactions and explain how, although the new powers are not yet in force, current transactions are affected and could face being called in for review.

• We provide an overview of the new Government's powers to intervene in transactions on the grounds of national security;
• We outline how the regime is going to operate;
• We define the first of the three elements to the regime; the mandatory notification regime and outline when this is going to apply;
• We look at how the mandatory notification regime is going to affect transactions in practice;
• We outline the sanctions companies face if they complete a transaction in a sensitive sector without getting clearance first;
• We define the second of the three elements to the regime; the voluntary notification regime and outline when a buyer should make a voluntary notification;
• We define the third element of the regime, the call-in powers, and outline how this will work;
• We look at what the practical implications are going to be for UK transactions once the regime is in force.

In this episode, Sophie Brookes discusses the practical implications of four recent cases. She explains what happens when someone asks to inspect a company's register of members, considers the meaning of "fair value" and "manifest error", and cautions against using fictitious management charges to clear inter-company balances.

• We look at some recent cases and have a look at what lessons we could learn from those and what it might mean for you in practice;
• We explain what happens when someone asks to inspect a company's register of members;
• We outline the rules around inspection rights;
• We outline the consequences a company and its directors face if they refuse inspection of a record when they should have allowed it;
• We consider the meaning of "fair value" and "manifest error";
• We consider cautions against using fictitious management charges to clear inter-company balances.