Insights & News

Parent company’s limited liability. Not quite so limited?

11 July 2019

It is a basic principle of company law that the liability of a shareholder of a limited company is limited to the amount unpaid on the shares it holds in that company. Right? That’s why it’s called a limited company? This is generally true. However, in some cases, a parent company can be considered to have assumed responsibility for the negligent acts of its subsidiary.

Penalty appeal kicked into touch - Nosworthy v Instinctif Partners Ltd

24 April 2019

A court has recently upheld the actions of an employer (IP) which enforced bad leaver provisions contained in its articles of association (Articles). Those provisions required a resigning employee (N) to transfer her shares for minimal consideration and forfeit her loan notes.

Why have tailored articles of association and even a shareholders agreement

Inbrief

13 December 2018

If you are setting up a company with your business partner, you may be tempted to rely solely on the statutory default articles of association for private companies limited by shares (the Model Articles) to govern the internal procedures of the company, and the corporate relationship between you. These notes show why you really should consider having articles that are tailored to your circumstances, and even a shareholders’ agreement, between you and your partner - even if you wouldn’t dream of falling out with him or her.

Can / should someone who is not a director be invited to join a committee of the board?

13 December 2018

Even if a company’s articles of association permit a committee of the board of directors of a company to comprise or include persons who are not directors, is it sensible for such a committee to be appointed? Are there benefits? This article explores this question.

Bad leaver provisions enforceable as not penalties

03 August 2018

In the recent case of Signia Wealth Limited v Vector Trustees Limited, the court held that the company’s bad leaver provisions (pursuant to which a leaving shareholder was compelled to sell their shares for less than their value) did not fall foul of the penalty doctrine and were therefore enforceable.

Court implies duty of good faith in “relational” contract

26 June 2018

The courts may be more willing to imply a duty of good faith into joint venture agreements, following a recent High Court case.

What makes a company a quasi-partnership?

20 March 2018

Lord Wilberforce’s observation that “a company, however small, however domestic, is not a partnership…” indicates that there are clear distinctions between even the smallest companies and partnerships. However, case law has shown that in some instances the court has been willing to deem companies “quasi” or “in substance” partnerships.

Lewis Silkin advises StoryFirst on joint venture with Pinewood Group plc

Deal

26 January 2016

Lewis Silkin has advised StoryFirst PST Limited, the independent media investment company on its joint venture with leading provider of studio and related services to the global film and television industry, Pinewood Group plc.