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Corporate Update – June 2018

04 July 2018

Welcome to our June 2018 Corporate Update which brings you news and our views on law and practice for corporates and their owners and managers.

Director’s privacy – improvements to the regime for removal of residential addresses

New regulations, which came into force on 26 April 2018, will make it easier for directors (and others) to remove their residential addresses from publicly available Companies House documents.

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Court implies duty of good faith in “relational” contract

The courts may be more willing to imply a duty of good faith into joint venture agreements, following the decision in a recent High Court case. In Al Nehyan v Kent Lord Justice Leggatt ruled that certain types of joint venture agreement fell into a special category of contract into which a duty of a good faith could be implied – so called “relational” agreements.

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The new 2018 QCA Corporate Governance Code for small & mid-size quoted companies

The Quoted Companies Alliance, the independent membership organisation that champions the interests of small to mid-size quoted companies, has recently released its revised and updated QCA Corporate Governance Code 2018. Although this code is tailored to meet the needs of small and mid-size quoted companies, it states that it can be adapted for use by privately owned companies particularly those that are considering an IPO.

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Supreme Court upholds requirement to record variations in writing

Rock Advertising Limited v MWB Business Exchange Centres Limited is an important case. In fact, the opening paragraph of Lord Sumption’s judgment describes it as an “exceptional” appeal, raising “truly fundamental issues” of contract law. Rock has seen the Law Lords unanimously uphold the effect of a “no oral modification” (NOM) clause.

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Taxation of payments in lieu of notice

From 6 April 2018 new rules took effect to ensure that all payments in lieu of notice (PILONs) are subject to income tax and NICs in full. The rules emerged from a Government consultation on the simplification of the tax treatment of termination payments which was first launched in 2012. Far from simplifying the taxation, the rules are complex and, in many cases, will increase the costs of both employers and employees.

Read our inbrief here.

The winding road to M&A success

Read this Passle post blog written by Karish Andrews.

Advertising & Marketing: What to think about when you decide to make an acquisition?

Read this Passle post blog written by Daria Evdokimova.

Squaring the Cirkle: An innovative model of agency ownership

Read this Passle post blog written by Brinsley Dresden.

Companies House Webinars

This Companies House web page gives information on free resources provided by Companies House, including webinars and podcasts. It is updated from time to time, with information to help you learn more about the services that they offer, from filing accounts and company information to making the most of searching the public register.

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