Withy King Directors’ Briefing

January 23, 2015

Solicitors at Withy King have the following advice which may be useful to business owners and directors in their professional and private lives.

Shareholders’ reserve power

It is a long-established principle that, in the absence of specific controls, the board is entitled to govern and exercise its powers without interference from its members. Less well known is that the model articles include power for shareholders to intervene directly in management and instruct directors to take or refrain from taking a specific action.

Directors are under a duty to act in accordance with the company’s constitution, so if they act or fail to act as instructed by shareholders they may find themselves in breach of duty. Directors who find themselves being obliged to follow a course of conduct which appears to conflict with their fiduciary duties are advised to take advice first.

To discuss any corporate matter, please contact James Worrall at james.worrall@withyking.co.uk

Is your business ready for Shared Parental Leave?

New mothers and fathers are required to give eight weeks’ notice of their intention to take Shared Parental Leave – a new form of leave aimed at giving parents more flexibility over how they share childcare during the first year of their child’s life. It is now law and applies to babies due to be born on or after April 5, 2015.

New mothers are entitled to take up to 52 weeks maternity leave (with 39 weeks being paid). Shared Parental Leave allows working parents to divide this time between them. They can take it in turns to have time off or opt to take their leave simultaneously. Employers are advised to put contingency plans in place to deal with potential applications.

For employment law advice, please contact Richard White at richard.white@withyking.co.uk

Shadow Directors – knowing the risks and responsibilities

While ‘shadow directors’ do not have all the duties of an appointed director, they have similar responsibilities and could be sued for negligence, misrepresentation or breach of their duty of good faith. 

A recent case considered whether an appointed director of a holding company was also a shadow director of one of its subsidiaries. It was held that the holding company’s director was primarily responsible for the subsidiary’s decision-making, including entering into a number of contracts under which the subsidiary suffered losses for which he was subsequently held to be liable. The key test is whether the person has, on the facts, assumed responsibility to act as a director.

For help with any claims against a company or its directors, appointed or otherwise, please contact Nicola Cutler at nicola.cutler@withyking.co.uk

New protocol for landlords

A new commercial landlords’ protocol sets out how tenants’ requests to assign their lease should be dealt with. It has been introduced to help landlords deal with applications from business occupiers wanting to relocate before the end of the agreed term and find a new tenant to take on their lease. The aim is to provide landlords with the information they need to make an informed decision and discourage them from unreasonably withholding their consent.

For commercial property advice, please contact Paul Daniels at paul.daniels@withyking.co.uk

Beware HMRC’s direct debt recovery plans

The Finance Bill 2015 could contain legislation allowing HMRC to recover tax debts of £1,000 or more, directly from taxpayers’ bank accounts.

HMRC is currently consulting on its proposals but, if they become law, there are fears that debtors will find it too expensive and difficult to challenge. There are also concerns that these new potential powers will give HMRC an unfair advantage over other creditors and raise important questions about data privacy.

There is no time like the present to look at your tax and financial planning arrangements. Please contact Fiona Feggetter at fiona.feggetter@withyking.co.uk

Homes are selling at record speeds

With the average home in the UK now selling in 88 days – 16 days faster than the same time a year earlier – buyers and sellers need to be in a position to move quickly. Experts predict that demand will continue to rise and so will the need for quick and efficient conveyancing.

For advice on any residential property matter, please contact Angus Williams at angus.williams@withyking.co.uk

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