Company Law - Virtual Conference

Introduction

Chaired by Jackie Sheldon, this live broadcast conference with a panel of leading experts offers a comprehensive update as to the current hot topics in this fast-moving area.

Each session will provide a full opportunity for questions and answers.

Conference Agenda

This live and interactive 5 hour conference will cover the following:

9:30am-10:30am: The Latest on Identity Verification

Chair: Jackie Sheldon, Maxlex Ventures Limited

The Economic Crime and Corporate Transparency Bill (‘ECCT’) is currently making its way through Parliament. The ECCT builds on the Economic Crime (Transparency and Enforcement) Act, which introduced the Register of Overseas Entities in August 2022. The ECCT, once in force, will radically change the nature of the Companies House Register. Many of the proposed changes will affect every company on the register.

This session will update you as to the reform impact in relation to identity verification and will cover the following:

• Identity verification for directors, PSCs and those filing information at Companies House
• How to prepare for this verification process
• Consequences for lack of verification and current behaviours

Morning Break

10:40am-11:40am: Insolvency & Restructuring Issues for the Corporate Lawyer

Stephen Allinson

The current economic challenges for many businesses have been very well documented and so insolvency issues are becoming more and more relevant for the commercial practitioner. This session will cover these areas:

• The state of the market analysed in terms of corporate insolvency statistics
• The rise of restructuring plans in recent years - the latest law and practice
• Pre-packaged Administrations - how are the recent changes settling down
• Company lawyers; creditors and the Insolvency Practitioner - managing the relationship
• Director disqualification - are we seeing more activity in that arena?

11:40am-12:40pm: Unfair Prejudice Petitions & Derivative Claims in Light of ClientEarth v Shell

Nicholas Grier

Shareholder disputes are a common feature of the corporate landscape but can be avoided with forward planning and clear parameters. It can provide a remedy when some shareholders don't play fair. But not all petitioners are successful.

The statutory derivative claim was introduced in the Companies Act 2006 but so complicated that few lawyers wanted to touch it. As we have grown more familiar with it, its benefits are beginning to be appreciated. It holds directors to account, while limiting the opportunities for frivolous or futile claims. The procedure is not easy to grasp, and not without its perils. The recent case of ClientEarth v Shell involved an unsuccessful claim by an environmental organisation against the directors of Shell. The decision is not only important for directors' duties, but also for how claims should be framed, for its novel procedural aspects, and for the status of the claimant. On this occasion ClientEarth was unsuccessful, but in the long run we should anticipate more such claims, a worry for directors, insurers and shareholders alike.

Break for lunch

1:30pm-2:30pm: Directors’ Duties in Private Companies - The Latest Developments

David Impey

It’s vital for private company directors and their advisors to stay up-to-date with latest developments in law and best practice affecting the duties the directors owe to their company - including any new problems and pitfalls that arise - and the consequences if they breach those duties, so the directors can avoid trouble and keep out of the courts.

This session will help directors and their advisers understand the latest legal issues facing private company directors, especially in this challenging current commercial climate, can assess the impact and importance of each, and can identify and implement the effective practical steps needed to keep directors on the straight and narrow.

The course will cover developments arising as follows:

• Latest case law and best practice affecting directors’ duties
• The ‘creditor duty’ / ‘rule in West Mercia’ - where we are now
• Developments regarding directors’ conflicts and how to handle them
• Directors’ duties and dividends, sales at undervalue and other transactions
• Issues around ratification/authorisation of breaches, including developments in the Duomatic principle
• Special considerations for groups of companies
• Who is caught - developments in de facto/shadow director law
• Upcoming reforms to look out for

Afternoon break

2:45pm-3:45pm: Significant Impacts of the Reform

Jackie Sheldon, Maxlex Ventures Limited

This session will analyse other significant impacts of the reform including protection of personal information, changes to statutory registers and rules surrounding registered offices as well as the reform to company accounts.

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.