Business Law & Practice

1. appreciate the process by which law firms engage new clients; 2. analyse the legal and commercial framework in which businesses operate; 3. appreciate the different legal forms that businesses may adopt and explain the main advantages and disadvantages; and identify some key constitutional differences between public and private companies through the analysis and interpretation of statutory provisions.

1. describe the basic procedure a company must follow to make and implement decisions where shareholder approval is required; 2. understand options that could be implemented in order to develop an organisation’s business; 3. identify where specific legal input would assist with the implementation of a particular business strategy; and 4. understand how and why company group structures are used.

1. understand and distinguish between the contractual effect of pre and post-incorporation agreements; 2. advise a client on the choice of a company name; 3. discuss different methods of establishing a company for your client; and 4. identify the actions necessary to convert a shelf company.

After this session you should be able to: 1. assess the extent to which given articles of association are consistent with the Companies Act 2006 (the “legality test”); 2. critically evaluate the suitability of precedent articles for a given client (the “commercial test”); 3. use the articles in a commercial context; and 4. explain the procedure for amending articles and draft a procedure plan on full notice to implement the changes.

1. identify and explain substantive and procedural matters relevant to the allotment of shares by a private company; 2. analyse the features of different classes of share provided for in a company’s articles; and 3. analyse and explain the impact which certain features of shares will have on the detailed procedure required to issue the shares.

1. apply the specific statutory restrictions that govern the conduct of directors; 2. identify issues raised in proposed and/or completed transactions involving company directors, in particular in relation to substantial property transactions and long term service contracts; and 3. locate, interpret and apply legislation, common law and internal regulations governing such transactions. Part 2 4. identify proposed or completed transactions with directors under Part 10 of CA 2006, in partic

1. apply the provisions of s.168 and s.303 Companies Act 2006 (‘CA 2006’) and other related sections of CA 2006 and Model Articles in relation to the removal of a director; 2. analyse how shareholders can use these sections as a tool to exert control over the actions of the board; and 3. describe the key elements of the procedure available to shareholders to bring derivative actions on behalf of the company for wrongdoing by directors under s.260 CA 2006.

1. advise on the practical, commercial and legal considerations in relation to the removal of directors and in particular: ○ the implications of employment law; and ○ the additional considerations that arise if the relevant director is also a shareholder of the company; 2. appreciate that there may be a number of interlinked documents which must be considered when advising on the proposed removal of a director; and understand the key elements of a settlement agreement.

1. advise a client, under supervision, as to the characteristics, advantages and disadvantages of structuring acquisitions as share sales and business sales respectively; 2. apply your knowledge of transaction structure and discuss the mechanics of both a share sale and an asset sale; 3. demonstrate an understanding of the purpose and contents of a typical Heads of Terms; and 4. demonstrate an understanding of the purpose and operation of the due diligence process. 5. demonstrate your unders