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This is the fourth and final instalment of our four-part series, focusing on various important topics related to the role of Directors' Duties. If you haven't yet read our previous articles, you can read them here: An Introduction to...
This is the third instalment of our four-part series, focusing on various important topics related to the role of Directors' Duties. If you haven't yet read our previous articles, you can read them here: An Introduction to Directors' Duties...
Welcome to the second instalment of our four-part series on the important topic of Directors' Duties. In our previous article, " An Introduction to Directors' Duties and Their Responsibilities ," Mollie Leak , Solicitor in our...
In the business world, Directors play a central role in steering a company's trajectory. As a result, directors are subject to a range of duties to guide their conduct and ensure they act in the best interests of the company and its stakeholders. The...
Have you seen the latest documentary, "The Real Wagatha Story", on Disney+? It is the latest documentary about the Vardy v Rooney defamation case (better known as "The Wagatha Christie trial"). These programmes can use some complex...
Networks of spies using bribery and fake identities may seem the stuff of high politics, but techniques devised by hostile foreign intelligence services are being adapted by those seeking industrial secrets for commercial gain. The warning...
Businesses must ensure they do not paint themselves in artificial shades when pushing their environmental credentials. It follows the news that Shell has been found guilty of 'greenwashing' with an advertising campaign themed '...
Status does not confer special protection regarding bullying or sexual harassment. Bullying has been hitting the headlines in recent weeks, demonstrating that no matter how high you fly, wings can be burned. It is behaviour that has seen Dominic Raab and...
Ed Sheeran has been defending himself in court recently against claims that he copied Marvin Gaye's classic Let's Get it on in his 2014 hit; thinking out loud . And while the songwriter had a successful outcome, copyright experts say...
There are many significant differences between being a consumer and a business, especially regarding contracts. Mollie Leak, Solicitor in our Commercial Litigation and Dispute Resolution team, examines business-to-business contracts in detail. She also...
In 2022 there were approximately 57.6 million active social media users in the UK alone. This is about 85% of the UK's population. A staggering 4.6 million UK residents joined social media in 2022. It is an ever-growing and changing media, which...
In response to the tragedy of the Grenfell fire, there was a big call for further regulation on the Construction and management of buildings, specifically high-risk buildings over seven storeys or 18 metres high. Andrew Cullyer, Litigation Executive...
The question of holiday pay for the additional bank holiday this year is causing somewhat of a headache for employers across the UK. The extra bank holiday is for the upcoming Coronation on the 6th of May, where people will raise a toast to the King. The...
Court Case Review of LJR Interiors Ltd v Cooper Construction Ltd [2023] EWHC 3339 (TCC) The High Court recently handed down judgment in the case of LJR Interiors Ltd ("LJR") v Cooper Construction Ltd ...
In the business lending world, corporate solicitors need to be adept when drafting loan agreements. Loan agreements are legally binding documents between a lender and borrower which sets out the terms of mutual obligations from both parties. They are...
It's no secret that adverse weather can impact businesses, employees, and their livelihoods. From icy roads to severe thunderstorms, extreme weather can disrupt normal operations and leave employers and employees with difficult decisions about how to...
Never underestimate the power of pen to paper. The Supreme Court recently handed down judgment on Barton & Ors v Morris & Anor [2023] UKSC 3. This case has several interesting aspects and much to consider for lawyers. There is, however, a...
New legislation set to tackle harassment in the workplace. New legislation is set to place greater responsibility on organisations to protect employees against harassment, including sexual harassment. Employers are being urged to prepare in...
New legislation set to tackle harassment in the workplace. New legislation is set to place greater responsibility on organisations to protect employees against harassment, including sexual harassment. Employers are being urged to prepare in...
Last month the Unite Union secured an eye-watering 17.6% salary pay deal at the Rolls Royce Goodwood car plant. In a winter of discontent (where the cost of living crisis is biting, and the public sector is seeing strike action intensify), this seems...
Naushad Rahman, Partner in our Firm’s Company Commercial Department, takes a closer inspection at Unfair Prejudice under s. 994 of the Companies Act 2006 (the “Act”) in light of recent case law.
More back-tracking and a complex array of new plans announced by the Chancellor in the Autumn Statement make it essential for individuals and corporations to keep on top of tax planning implications and opportunities.
It is astute to recognise at outset that as a purchaser your valuation of a target company can vastly differ from that of the sellers’ accountants. With this in mind, it is important that you amplify the deal value for yourself, as the seller...
Facing unpaid invoices will be a disrupting time for any business. With the added administration, distraction and impact on your cash flow, addressing debts at an early stage is key for stability, however we appreciate that tackling your customers or...
As of 4 th January 2022, the Government will be able to scrutinise, intervene and impose conditions in certain acquisitions. In some instances, the Government may be able to unwind or block an acquisition altogether under the National Security and...
Making the decision to de-merge your company will be a significant one and choosing the right structure to suit you and your company objectives will require time and the appropriate legal advice. Stacey Browne, Company Commercial Solicitor, explains...
25 May 2021 marked the third anniversary of the introduction of the General Data Protection Regulation (‘GDPR’). The GDPR, prior to its introduction, was thought of by businesses and companies across Europe as a major revolution in the law...
The coronavirus pandemic has inevitably had an impact on the cash flow of every business across the country, and has highlighted how important it is to have an efficient credit control process to ensure the survival of your business during times of economic...
The recent stranding of the Ever Given vessel in the Suez Canal has shone a spotlight on the fragility of supply chains and how certain events can cause significant disruption to the transportation of goods and, ultimately, have a major impact on trade...
There are many reasons why a company may consider a de-merger, whether that is for profitability, reducing risk or transferring assets. Stacey Browne, Solicitor in our Company Commercial team, explains more here about the reasons why you may be...
There are many ways to protect your business , especially at such uncertain times and a very common method we have seen so far throughout the pandemic is the use of group structures. Stacey Browne, Company Commercial Solicitor, explains how the use of...
2020 has seen the world move to a more online forum to restrict the spread of the coronavirus, which has left some business owners wondering whether their corporate transaction can proceed without the ability to meet face to face. Stacey Browne,...
A new online digital fingerprinting service has been launched to help protect designs and innovations from copycat misuse. Torion Bowles , Partner and Solicitor in our Litigation and Dispute Resolution department, explains more as to why this...
At the end of June, businesses in certain industries were given just 10 days to prepare themselves for re-opening, which included implementing a system to collect their customer data in case it was required for the NHS Test and Trace system. Initial...
Many businesses are continuing to struggle financially due to the restrictions in place following the coronavirus pandemic and, even though those restrictions are beginning to ease and in spite of the range of Government support on offer, there are still...
In response to a written question posed to the Secretary of State for Business, Energy and Industrial Strategy, the Government has indicated that it has no plans to implement the Directive on Copyright in the Digital Single Market ( (EU) 2019/790 ) (the...
The Commercial Court has recently held in the case of Alafco Irish Aircraft Leasing Sixteen Ltd v Hong Kong Airlines Ltd [2019] EWHC 3668 (Comm) (22 November 2019) that a commercial lease which made provision for a party to recover "all reasonable...
The European Patent Office (“EPO”) has recently refused two applications on the basis that the applicants had named an Artificial Intelligence (“AI”) system called DABUS as the inventor (Case: Grounds for the EPO decisions...
The Advertising Standards Agency (ASA) and the Competition & Marketing Authority (CMA) have issued joint guidance to influencers and affiliates to assist with making their advertising clearer and that consumers are aware of the advertising. The published...
The Financial Conduct Authority (FCA), the Information Commissioner's Office (ICO) and the Financial Services Compensation Scheme (FSCS) have issued a joint statement re-iterating the need for insolvency practitioners and other FCA-authorised firms to be...
In most cases where there is a dispute between business parties, it is likely that you will be told to try and resolve matters through Alternative Dispute Resolution. Mollie Leak , Solicitor within our Commercial Litigation and Dispute Resolution ...
Following the implementation of the General Data Protection Regulations (GDPR) in May 2018, there has been little news of fines from the Information Commissioner’s Office (ICO). That is until recently, when the ICO issued its first penalty notice on 17 December 2019 to a pharmacy in London. Brian Bannister, Solicitor in our Company Commercial department, reviews the circumstances of the fine and how other organisations can avoid the same situation.
In the recently reported case of Akita and another v Governor and Company of the Bank of Ireland [2019] EWHC 1712 (QB) (31 January 2019), the High Court has allowed an appeal against the dismissal of a claim following non-attendance at Court. The appeal related to the application of Civil Procedure Rule 39.3, which permits the Court to strike out a claim if the claimant does not attend the trial of the matter.
Superior Style Home Improvements Ltd (Superior Style) has been fined £150,000 by the Information Commissioner's Office (ICO) for failing to comply with Regulation 21 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (PECR).
In the case of Al-Ko Kober Ltd v Sambhi [2019] EWHC 2409 (QB) (13 September 2019) the High Court has granted summary judgment in favour of Al-Ko Kober Ltd and its marketing director against the defendant, who manufactured a competing product (stabilisers for towing caravans), for their claims for defamation, malicious falsehood and breach of the Data Protection Act 1998 (DPA 1998).
The High Court recently determined the question of whether a notice of assignment of a debt was valid where it stated an unverifiable date of assignment.
Individuals have the “right to be forgotten” under the General Data Protection Regulation (GDPR), which means they have the right for their personal data to be erased upon their request. A recent case has confirmed that the territorial scope of the right applies solely within the EU and not worldwide.
With the current uncertainty surrounding the British economy, it is fair to say that businesses are considering their long term options, with many now looking to sell. Naushad Rahman, Partner in our Company Commercial team, explains some basic steps you should bear in mind when preparing for such an eventuality and how we can support you, your business and your employees through what can be a traumatic transition.
Using other people's corporate and brand images without consent is obviously asking for trouble. But what about using other types of image for commercial purposes? The internet is awash with free-to-view images and there is an understandable temptation to appropriate them in some fashion for one's own use, without ever verifying whether or not those images are still subject to copyright and, if so, seeking an appropriate licence from the copyright holder. Brian Bannister, Company Commercial Solicitor, explains here the best option for you when using images for commercial purposes.
The Law Commission has announced that electronic signatures can be used instead of a handwritten signature on nearly all legal or contractual documents following a lengthy consultation. Helen Porter, Partner in our Commercial Litigation and Dispute Resolution team, here explains more about the move, the areas of legal practice where there are still exceptions and what this means for businesses.
In the case of Juul Labs Inc v Quick Juul Ltd (formerly Quick Xuul Ltd and Quick Juul Ltd) [2019] EWHC 1281 (Ch) (21 May 2019) the High Court has found an individual to be in contempt of Court having intentionally breached the terms of a court order by failing to sign two documents to transfer a domain name to the claimants in passing off proceedings. The sentence handed down was two months' imprisonment.
During their lifetime all companies, businesses, partnerships and sole traders will have to react to personal, economic or financial change as certain factors become more salient at any given point in time. Organisations that refuse to change with the times face the risk of becoming obsolete, or at the very least, miss opportunities.
In the case of Bates v Post Office Ltd (No.3) [2019] EWHC 606 (QB) (15 March 2019), sub-postmasters' contracts with the Post Office have been held to be "relational contracts" and in turn benefited from an implied obligation of good faith. As a result of the implied obligation neither party could exercise its express contractual rights in a way that reasonable and honest people would consider commercially unacceptable.
Many employers have enjoyed the benefits of hiring apprentices, particularly since the Government introduced the Apprenticeship Levy in 2017. Ensuring your apprentice is employed under the right documentation is essential to protect your business against possible claims in the Employment Tribunal.
Where a party enters in to a contract because of duress, the contract is voidable by the party who suffered the duress. Economic duress is one aspect of the duress doctrine with the party seeking to prove economic duress having to show the existence of an illegitimate pressure applied by the defendant without which it would not have entered into the contract. Common examples of the illegitimate pressure involve a crime or tort or breach of contract. On occasion, however, unethical but lawful acts have also been held to constitute economic duress.
It was recently World International Property Day (26 April), a day on which the World Intellectual Property Organisation (WIPO) seeks to raise awareness about how various intellectual property (IP) rights impact on our daily lives. This year’s event celebrated the positive role that IP plays in encouraging sports amongst the masses, centring around how developments in technology and IP have seen sporting events grow to a global scale over the years.
The High Court has held in the case of Stavrinides and others v Bank of Cyprus Plc [2019] EWHC 1328 (Ch) (24 May 2019) that a bank's local relationship manager (the agent) had no actual or ostensible authority to write off its borrowers' substantial debts. As a consequence, the bank (the principal) was not bound by the letter purporting to do so, which had been initialled by the agent. In turn, the borrower was not entitled to rely on the terms of the letter.
The High Court has recently announced their decision in a pinnacle case regarding whether Brexit could frustrate a commercial property lease. Alexandra Savage , Commercial Property Solicitor in our Portsmouth office, reviews the outcome of the case....
The General Data Protection Regulation (GDPR) was implemented a year ago, requiring businesses to adapt to the most revolutionary change in data protection seen in years. Even though 12 months have now passed, businesses are still working towards compliance with the regulations.
As this is my last edition as editor of the Commercial Brief I thought it would be appropriate to become slightly philosophical on a legal subject that is very close to my heart—commercial contracts. I have, over the years, seen and indeed drafted,...
Landlords will be familiar with the protection afforded to business tenants when it comes to lease renewal under the Landlord and Tenant Act 1954. At the end of WWII, commercial property was at a premium. Business tenants found that when they...
An option available to a tenant under a commercial lease is the ability to assign (or transfer) the lease to a third party. This will usually require the landlord’s consent. One of the conditions of a landlord giving their consent will inevitably be...
The Trade Marks Regulation 2018 (SI 2018/825), implementing the Trade Marks Directive (EU) 2015/2436 and amending the Trade Marks Act and the Trade Mark Rules 2008 came into force on 14 January 2019.
In the case of Christian Fülla v Toolport GmbH (Case C-52/18) EU:C:2019:22 (15 January 2019) Advocate General Wahl has issued an opinion concerning the return of defective goods for repair, under the Sales and Guarantees Directive (1999/44/EC )...
Guidance has been issued by the Department for Business, Energy and Industrial Strategy (BEIS) concerning the use of personal data after Brexit. The BEIS guidance explains how Brexit will affect UK businesses both in the event of a deal and if there is no...
In the case of Wells (Respondent) v Devani (Appellant) [2019] UKSC 4 (13 February 2019) ), the Supreme Court unanimously found that an estate agency agreement with the seller was complete and enforceable despite not expressly stating the trigger events when...
Magnacrest Ltd, a housing developer, pleaded guilty at the Westminster Magistrates' Court to a charge brought under section 47(1) of the Data Protection Act 1998 for failing to comply with an enforcement notice issued by the Information...
Companies House has published guidance concerning changes to the registration of companies in the event of the UK leaving the EU without a deal. The guidance includes information concerning: European entities formed under EU law (i.e. Societas Europaea...
Our Commercial division have expanded their expertise in their support for businesses with the introduction of two new Solicitors; Molly Siggs and Naushad Rahman.
GDPR has been effective for almost six months now and the Information Commissioner’s Office (“ICO”) has prosecuted or taken other enforcement action (and imposed monetary penalties, enforcement notices, or demanded undertakings)...
Wm Morrison Supermarkets Plc was unsuccessful in its appeal against the High Court ruling that it was vicariously liable for an employee's deliberate disclosure online of co-workers' personal data.
The case of Phones 4U Ltd (in Administration) v EE Ltd [2018] EWHC 49 provides a useful reminder that the content of a notice served to terminate a contract will be critical when considering whether a party can sue for damages arising from a party’s repudiatory breach of a contract.
It is nearly five months since the General Data Protection Regulation (“GDPR”) came into force but whether any business could achieve full compliance is still uncertain. Is it possible that efforts to comply are being drowned in a sea of Data...
The Chancellor announced two significant changes in his autumn budget to the qualifying conditions required to claim Entrepreneurs’ Relief (ER). ER is an important tax relief for many of our clients because it may be applied to reduce the rate of...
In the European case of Conseils et mise en relations (CMR) SARL v Demeures terre et tradition SARL (Case C-645/16) EU:C:2018:262 (19 April 2018) the European Court of Justice (“ECJ”) was required to consider whether a commercial agent was entitled to indemnity or compensation when termination occurred during a contractual trial period.
In the case of Health & Care Management Ltd v The Physiotherapy Network Ltd [2018] EWHC 869 (QB) (19 April 2018), the High Court has underlined the benefit of a well drafted “good faith” clause and the ability for such a clause to make up for any drafting deficiencies within the body of the contract.
This article is directed particularly to those “fortunate” individuals responsible for GDPR compliance in their organisations. It is anticipated that in answer to the question are you ready for GDPR, many would answer no—in common with most UK businesses.
As we edge closer to GDPR-Day further guidance is being issued by the Article 29 Working Party (“WP29”), with a recent one on transparency (“the Guidance”). Their original guidance on this was adopted on 29 November 2017; this document was open to consultation until 23 January 2018.
As we edge nearer and nearer to GDPR-Day (25 May 2018) more businesses are questioning their data protection policies and are attempting to overhaul their data protection practices.
The Consumer Rights Act 2015 (“the Act”) which came into force on 1 October 2015 has been billed as the biggest overhaul of consumer rights in a generation.
The question of what constitutes a B2B communication is now applicable when considering the General Data Protection Regulation (“GDPR”), specifically in relation to marketing.
It is now only three months until the General Data Protection Regulation goes live and local law firm, Warner Goodman are seeing an increasing number of requests for assistance in making businesses compliant.
As from 13th January 2018 businesses are no longer able to charge a consumer for payments made by credit card or debit card.
Against a background of government reforms in Courts and Tribunals, the Ministry of Justice aims to ensure that the process of debt recovery strikes a balance, between the legitimate right of an individual or business to pursue a money claim, and the right of a debtor, to know of any claim against them and have the opportunity to defend that claim.
Articles 13 and 14 of the General Data Protection Regulation set out the requirement to send data subjects information about their personal data and how is it being processed.
On 7th August the Digital Minister of the UK Government announced the imminent publication of a “Data Protection Bill” and released a “Statement of Intent” in which the Department for Digital, Culture, Media and Sport sets out its plans for the future regulation of personal data usage by business and its enforcement.
On 25th May 2018 the EU’s General Data Protection Regulation (GDPR) comes into effect across all the EU and EFTA member states, replacing the Data Protection Act in the UK (DPA), the Federal Data Protection Act in Germany (BDSG) and similar data privacy laws in all those states. It will be enforced by local data protection agencies and courts and provides for fines for defaulters of up to 4% of global turnover or, if higher, EUR 20m. It makes substantial changes to data protection rules in the UK. The UK Government has announced that it will continue in effect post Brexit.
Following the implementation of the Money Laundering Regulations on 26 June 2017, businesses need to be aware of important new deadlines under the People with Significant Control (PSC) Regime.
Outside specialist lawyer/IP practitioner circles the risks or benefits of legal action against unjustified threats are little known. This cause of action is only applicable to intellectual property infringements and even specialists have had difficulty analysing what is, or is not, a threat.
Civil restraint orders (CROs) prevent individuals from bringing claims or applications which are without merit. CROs normally require their subject to obtain court permission before further claims or applications relating to a particular cause of action can be issued (e.g. a claim for patent infringement). They should not be confused with “Restraining Orders” being court orders that help protect people from violence; stalking, serious harassment or threats of violence.
Geoffrey Sturgess, Consultant Solicitor within the Commercial department of Warner Goodman, has been named as one of 20 Legal Eagles according to Global Franchise Magazine.
Small businesses are due to benefit from new regulations introduced this month that require larger companies to publish information about how long they take to pay their suppliers. Brian Kirby, Head of Debt Recovery, reviews the regulations here and further explains how small businesses can help reclaim debts if there are payments outstanding.
The sending of electronic marketing (emails, SMS etc) to consumers is governed by the Data Protection Act (DPA), The Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) and the Code of Advertising Practice (CAP).
GDPR was adopted by the European Parliament on 25th May 2016 and comes into effect on 25th May 2018. Geoffrey Sturgess explains what this means for businesses and what action you need to be taking.
Crowdfunding through online portals (crowdfunding platforms) is an increasingly popular method of raising money for new businesses and organisations to finance their activities.
The Competition and Markets Authority (previously the Office of Fair Trading) has carried out a survey and discovered that over half the businesses questioned did not understand the meaning or significance of unfair contract terms.
The use of personal data in the United Kingdom (UK) is currently governed by the Data Protection Act 1998 (DPA) which was implemented in order to comply with the European Union’s (EU) Data Protection Directive (DPD). The General Data Protection Regulation (GDPR) replaces this current legislation and is in force with effect from the 25th May 2018, in a bid to harmonise practices across all member states.
Where parties enter into a contract and there remain provisions to be agreed in the future then the contract may lack certainty and be considered a mere agreement to agree. It has long been held that if such a contract lacks sufficient certainty then it may be unenforceable.
From 1st July 2016 the Company Annual Return that needs to be made to Companies House has been replaced by the Confirmation Statement. The change was made by the Small Business, Enterprise and Employment Act 2015. The Confirmation Statement will be due on the date that the Annual Return would have been due.
It is very likely that a significant number of UK unlisted companies and their directors, have since 6th April 2006 unwittingly been committing a number of new criminal offences for which the humans amongst them could be imprisoned.
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