19 / 10 / 2017

Welcome to the latest edition of our In Counsel publication.

In this update, we outline the most recent legal developments affecting your business, in particular, we provide an overview of several new initiatives in the field of governance and look at what is left of the government’s watered down corporate governance reform, report on the recent Court of Appeal decision in Randhawa & Ors v Turpin & Anor which overturns the High Court ruling on the application of the Duomatic principle in a situation where one of the shareholders is dissolved, and provide an overview of the recent proposals for changing the Takeover Code in relation to statements of intention and related matters. We further analyse, among others, what concerned employers can do to counteract possible risks associated with long working hours and employee burnout, and highlight possible pitfalls of share and asset acquisitions. In a joint article, Employment Partner Blair Adams and Pensions Partner Clive Weber comment on the important Court of Appeal decision in IBM v Dalgleish, and our Commercial Property team looks at the points during the lifecycle of a property acquisition where Brexit could have an impact on the laws which apply.

We will keep you updated on these and other UK law developments as and when they happen. If you would like to know more about any of the topics covered in this update please get in touch.

Janice Wall, Head of Corporate

Marlies Braun, Editor



Corporate governance update – As Jane Austen arrives on our fresh ten pound notes, it seems appropriate to misquote her: “It is a truth universally acknowledged that a government without the good fortune of a majority needs to think very carefully about which parts of its legislative programme to pursue”. So it is at present. Read full article.

Strict application of Duomatic principle – In the Winter 2017 edition of our In Counsel publication (please click here to read), we reported on the application of the Duomatic principle by the High Court in the case of Randhawa & Ors v Turpin & Anor, in particular whether, under the Duomaticprinciple, a company’s articles of association could effectively be amended by the holders of 75% of its share capital. The High Court which had applied a practical solution to a situation where one of the shareholders was dissolved has now been overruled by the Court of Appeal. Read full article.

FRC advice for preparing 2017/18 annual reports – The Financial Reporting Council published its advice on changes to reporting requirements and key areas where companies can make improvements when preparing annual reports for the 2017/18 reporting season. Read full article.

Takeover Code consultation on statements of intention and related matters – On 19 September 2017, the Takeover Panel, the UK regulatory body that enforces the Takeover Code, published PCP 2017/2, a public consultation paper in relation to a bidder’s statements of intention with regard to the target’s business and related matters. Read full article.

What can the industry expect from the LSE’s review of AIM rules? – Since its launch in 1995, the London Stock Exchange’s AIM market has experienced many ups and downs. Read full article.

Further steps on the way to a Capital Markets Union – As a further step on the way to a Capital Markets Union, on 20 September 2017, the European Commission published its long-awaited proposals for reforming the powers, governance and funding framework of the three European Supervisory Authorities. Read full article.

When is a sec 116 request for a proper purpose? – In the recent decision of Fox-Davies v Burberry, the Court of Appeal analyses when a request for a copy of a company’s register of members under section 116 of the Companies Act 2006 is made for a proper purpose. The decision establishes some important principles on the subject matter but does not provide clear guidance on the proper purpose test. Read full article.


Employee burnout: the risks of a 24/7 culture – A recent survey by health provider Bupa has reported that younger workers are at risk of “burnout” early in their careers because of the pressure they feel to check emails out of hours. Read full article.

Enhanced shared parental pay: are fathers receiving their fair share? – Shared Parental Leave was introduced in April 2015. It allows leave to be shared between parents following the birth or adoption of a child and sought to challenge the concept that the mother was always the primary carer by recognising the growing role of fathers in childcare responsibilities. Read full article.

Insolvency & Restructuring

Nobody expects the Spanish Inquisition” – Monty Python may not have expected the Spanish Inquisition but a more inquisitive approach to an acquisition can be business saving. Read full article.

IP & Commercial

Price comparison websites – 8 out of 10, but could do better – From the consumer standpoint, price comparison websites save time and effort by simplifying the tiresome task of shopping around for the best deal. But they can also be very good news from the standpoint of competition law. Read full article.

Pensions & Employee Benefits

Legality of employer decisions – In this article Employment Partner Blair Adams and Pensions Partner Clive Weber jointly comment on the important Court of Appeal decision in IBM v Dalgleish on 3 August 2017. Read full article.

TPR launches its first prosecution for failure to auto-enrol staff – Every employer should now be familiar with these words. Auto-enrolment. Auto-enrolment was introduced 5 years ago, in October 2012, and was talked about for months prior to this date. Employers were given a great deal of notice and awareness about auto-enrolment – the government regularly placed information on their website, posters went up on bus stops and adverts appeared on television screens acros.s the country. Each directed employers to free and useful information via Pension Wise. The Department for Work and Pensions budgeted over £8million for their wide-reaching advertising campaign! Read full article.

Real Estate & Construction

Bitesize Brexit – Brexit is going to impact on our laws. It is too early to know what the impacts will be but it is certain that there will be changes in the future. Read full article.

Click here to read the In Counsel Update, Autumn 2017.