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.

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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.

In this episode, host Sophie Brookes is joined by legal director Joanna Belmonte to answer all the key questions around signing documents remotely, including via electronic signatures. Together they will discuss the process of signing documents remotely and outline the rules which must be followed to ensure the signed document is legally binding.

• We define electronic signatures;
• We outline what documents you need as a witness to an electronic signature;
• We look at whether documents that require a witness can be electronically signed;
• We look at the procedures in place if a signature is not going to be available;
• We outline how a company executes a deed;
• We outline the rules which apply to electronic signatures;
• We look at the rules and requirements some organizations or public bodies might have in relation to signatures;
• We outline the formal signing platforms which can be used for electronic signatures;
• We list our top tips for dealing with remote or electronic signings.

In this episode host, Sophie Brookes provides an update on the latest developments in corporate law focusing on what changes will be coming up in 2021. Topics that will be covered in this months update include the impending changes to Companies House processes, the potential ban on corporate directors, the new rules for off-payroll workers and much more!

• We look at the changes to Companies House processes that are coming into force in 2021;
• We discuss the ban on corporate directors which might come into force later this year;
• We look at the new rules for off-payroll workers;
• We explore the changes to non-compete clauses in service contracts in the future;
• We flag the National Security and Investment Bill, which is currently working its way through the parliamentary process.