Come on a walk with me as we discuss a client buying shares from a company.

Here is the law we discussed:

Differences between a private and public company: CA 2006 s755(1); s154; s271; s59(1) and s58(1);

Incorporation: CA 2006 s8; s9; s14; s15(4); Economic Crime and Corporate Transparency Act 2023

Articles of association (including statutory contract): CA 2006 s17; s18(1); s21; s33; Eley v Positive Government Security Life Assurance Co (1876)

Transfer of shares: Model Articles, Para 26(5)

Issue of shares: CA 2006 s550; s551; s561(1)

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A minister in the Government wants to introduce a bill in the House of Commons to abolish the House of Lords. He is preparing his speech to make in the House in support of the bill.

Which of the following is not a legitimate argument the minister could make in support of the bill?

A.     The House of Lords is unelected.

B.     The House of Lords can permanently delay a bill from the Commons becoming law.

C.     Hereditary peers still sit in the House of Lords.

D.    The House of Lords is too big.

E.     The House of Lords is unrepresentative of the public’s opinion.

Membership of the House of Lords: July 2023 update - House of Lords Library (parliament.uk)

The Parliament Acts - UK Parliament

Parliament Act 1911 (legislation.gov.uk)

Parliament Act 1949 (legislation.gov.uk)

Hereditary Peers - UK Parliament

Consideration of amendments - UK Parliament

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In this episode, we explain some hints and tips on how to make the most of the final months before the SQE1 exams.

With the exams fast approaching, we often get asked what is the best way to revise and use the remaining time most effectively.

Here's our answer - enjoy!

www.wearedevilsadvocate.com

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In a residential neighbourhood, a homeowner, who had previously agreed to a positive covenant to maintain a communal garden, decides to sell their property. The original homeowner enters into an indemnity with the buyer.

What does this mean when the new owner neglects the garden maintenance, leading to legal action from the affected neighbours?

A. The affected neighbours can sue both the original homeowner and the new owner, as the indemnity effectively transfers the burden of the positive covenant to the successor in title.

B. The original homeowner, if sued by the neighbours for breach of the positive covenant, can in turn sue the new owner based on the indemnity to recover any losses or damages.

C. The indemnity covenant is considered null and void since the burden of a positive covenant cannot be transferred or shared with successors in title under any circumstances.

D. The new owner is automatically liable for any breach of the positive covenant, and the indemnity only serves as a formal agreement for garden maintenance, without legal implications.

E. The local council steps in to enforce the garden maintenance, rendering the indemnity and the positive covenant irrelevant in this scenario.

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We often get asked: what is Company Law? And how is it different to Business Law? Please don't say we have to learn more for the SQE exam...

Don't fear: we are here to offer clarity.

We are getting deep into the bones of company law to try and get a grip on what this is.

What does it mean? What does it cover? And what are its key rules?

Join us as we tackle company law and discuss what you need to know for the SQE1 exam.

Model articles for private companies limited by shares - GOV.UK (www.gov.uk)

Your Online Legal Revision Studio - Devil's Advocate - Legal Revision Studio Limited (wearedevilsadvocate.com)

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A business made a total turnover of £450,000 in the 2023/24 accounting period, with deductible expenditure of £115,000 and total capital allowances of £12,000. The total capital gains, after all applicable deductions, was £100,000. The business has a £26,000 trading loss to carry forward from last year. There were no other losses in the accounting period.

What is the business’s total taxable profit for the 2023/4 accounting period?

A.     £397,000

B.     £423,000

C.     £75,430

D.    £409,000

E.     £197,000

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What happens when it all goes wrong? What does it mean to breach the Code of Conduct, the SRA Principles and the SRA Accounts Rules?

In this episode, we explore the case of a solicitor who was brought before the Solicitors Disciplinary Tribunal by the SRA. The case brings out some really important stuff that is very examinable for your SQE: ethics and professional conduct, which are pervasive.

12414.2022.Huxtable.pdf (solicitorstribunal.org.uk)

Solicitor struck off after trying to hide SRA probe from co-director wife | News | Law Gazette

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Your client is a laundry company. It wants to enter into a contract with a new detergent supplier. The client gets in touch with the supplier and sends them a contract offer – to buy 3 loads of detergent for £250 on their standard terms. The detergent company replies with another offer – 4 loads for £600 on their standard terms. Your client then goes back with a new offer - £260 for 5 on their standard terms. The detergent company replies by saying they would accept £360 for 3 on the laundry company’s standard terms. They then ring the client and say that they accept the client’s offer of £260 for 5 on the laundry company’s standard terms. The client doesn’t want to enter into the contract anymore.

Is the client bound by their acceptance?

A.     Yes, as it was accepted by the detergent company.

B.     Yes, as the detergent company rang to accept, which overrides previous offers.

C.     No. The detergent company made a counteroffer that terminated the client’s offer.

D.    Yes. The detergent company was only requesting further information.

E.     Yes. The detergent company’s £360 for 3 statement was a statement of price, not an offer. 

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We are deep-diving into royal prerogatives, covering how they operate in a real-life context. Transport yourself back to a courtroom in 2016, then trade and cooperation agreement negotiations in 2020, before finishing with the present and how royal prerogatives operate today.

Here are some helpful links to what we discussed in the episode:

Miller and Santos v. Secretary of State [2016] EWHC 2768 (Admin); case transcript (see para 5):

Microsoft Word - brexit181016.doc (judiciary.uk)

The European Union (Future Relationship) Act 2020 (see s36):

European Union (Future Relationship) Act 2020 (legislation.gov.uk)

The European Union (Withdrawal Agreement) Act 2020 (see s32):

European Union (Withdrawal Agreement) Act 2020 (legislation.gov.uk)

Constitutional Reform and Governance Act 2020 (Part II):

Constitutional Reform and Governance Act 2010 (legislation.gov.uk)

Guidance on the royal prerogative:

The Royal Prerogative - House of Commons Library (parliament.uk)

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