Robert Lee Archive

Share farming: a practical solution to succession worries

The 2014 Oxford Farming Conference predicted that the next decade would see an increase in share farming as the shape of the industry changed, with “a divergence between those owning land and those farming (operating) it”. The CLA’s 2014 report into share farming endorsed the view that it could, in the right circumstances, be a good solution for many farmers looking to reduce their workload but with no one to help them do so.

Directors’ Duties are now enshrined in law

The most significant change to the Companies Act was the codifying of Directors’ Duties for the first time. These statutory duties replaced common law principles relating to the conduct of directors, both executive and non-executive, based on seven main requirements, the purpose of which was to introduce higher standards of conduct and management within business.

Serious Fraud Office issues revised policies for Bribery Act 2010

On being appointed head of the SFO earlier this year David Green QC reinforced the SFO’s role as a key prosecuting agency by stating, "The SFO is here to stay. It is and will remain a key crime fighting agency targeting top-end fraud, bribery and corruption.” Testimony to this statement of intent was the new policy guidance issued by the SFO on 9th October relating to three elements of the Bribery Act 2010: facilitation payments; corporate hospitality expenditure; and self-reporting of offences.

The Bribery Act 2010: what your business needs to know

The Bribery Act 2010 (the “Act”)introduced a new criminal offence for commercial organisations (companies or partnerships) who “fail to prevent” bribery occurring for their benefit. The failure to prevent bribery extends to individuals (including not only employees but agents and external third parties) acting on behalf of a commercial organisation.

Bespoke articles and shareholder agreements for companies

In the absence of a written shareholders’ agreement, the relationship between the shareholders of a company is governed by the company’s articles of association, the Companies Act 2006, case law and certain other relevant pieces of legislation. The default provisions under the articles of association and company law may not always be suitable for all companies and very often a formal written shareholders’ agreement is desirable, or necessary, to vary certain of the shareholders’ rights and obligations.

Shares or assets when acquiring a company?

One of the very first questions to consider when looking at a business acquisition from a corporate Vendor is whether to structure the transaction as a share sale (whereby the Purchaser acquires the target company itself by taking a transfer of shares in the target company) or an asset sale (whereby the Purchaser acquires some, or all, of the assets and liabilities of the Vendor company, together with the business, leaving the shares in the Vendor company with its shareholders). The Vendor may favour one approach and the Purchaser another. Each approach has its own advantages and disadvantages.
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