David is a solicitor of 32 years standing specialising in company law, a professional services marketer, a writer and lecturer. He lectures on company law and practice, and on strategic management and marketing for professional firms.
He takes a lively and practical approach, helping solicitors, accountants, company secretaries and in-house lawyers understand legal rules and regulations, identify the practical pitfalls to look out for and what to do about them.
David was self-employed as a start-up and SME in the legal sector himself for 12 years, before being recruited by one of his clients.
He is also co-author of The Company Director: Powers, Duties and Liabilities, Running a Limited Company and Modern Law of Meetings and a contributor to Jordans Company Administration and Governance. He writes action-oriented monthly legal news and features tracking developments in commercial law for law firms to use to attract and retain clients and generate fee income.
Subject Areas
SEMINARS RELATING TO PRIVATE COMPANY ADMINISTRATION AND TRANSACTIONS UNDER THE COMPANIES ACT 2006
About these seminars
These are highly practical nuts-and-bolts seminars on Companies Act rules for private limited companies. Each seminar lasts either for an hour, including questions and discussion, or, if it is marked with an asterisk, two hours. Seminars can be commissioned on an individual or mix ‘n’ match basis.
Each seminar concentrates on the practicalities of carrying out Companies Act transactions for private companies, covering the legal rules and best practices essential to ensure compliance.
The aim is to guide you step-by-step through the essentials of company administration and selected Companies Act transactions using real-life examples and studies.
Who they are for
The seminars are designed to help solicitors, paralegals and trainees, accountants in private practice, company administrators and private company secretaries and directors, understand and implement key provisions of the Companies Act 2006.
The seminars
A. Companies Act rules for private limited companies
1. Checks and balances in company law – the framework for private companies
• The company as a legal entity
• Types of company – a comparison
o Private and public share companies, guarantee companies
o Stock Exchange and AIM overview
• Private companies
o The players
The company itself
The shareholders (members), directors and secretary
Employees
Outsiders
• Getting the constitution right
o The Act
o The articles/constitution
o Shareholders’ agreements
• Companies House role
2. Navigating company law
• Where to find the latest law for private companies
o What’s in force (and what’s not)
o Changes to company law since the 2006 Companies Act
o What remains of the old Acts
• Key changes in the 2006 Act
• Practical problem areas
o ‘Old’ and ‘new’ companies – transitional and saving provisions
o Problems in the transitional provisions
o Practical traps, and solutions
3. Getting articles of association right when forming a new private company*
• The status of the articles
• Characteristics and features of the 2006 Act model form articles for private companies
• When the model forms apply
• What’s wrong with the model form for private share companies
• A clause by clause analysis of what to disapply, vary or add to in your client’s articles
• Special clauses eg:
o Owner-managed companies
o Subsidiary companies
o Joint ventures
o Class share rights – voting, dividends, winding-up and redemption
o Common rights for family and outside investors
o Rights on allotment and transfer of shares
• Dealing with death or bankruptcy of shareholders
• Protecting shareholder-directors from removal
• When company articles can override the Companies Act
• Other common issues
4. Shareholder agreements and private companies
• Shareholder agreements v articles
o When each is appropriate
o Advantages and disadvantages
• Directors’ duties
• Common provisions in shareholder agreements
o Ownership and control issues, including dividend policy
o Minority protections
o Management issues and rights of veto
o Access to information
o Breaking deadlocks/resolving disputes
o When shareholders leave, and exit routes
5. Guarantee companies – what they’re for, how they work and what to look out for
• When to use a guarantee company
• Funding a guarantee company
• Key legal characteristics compared to share companies
• The nature of membership
o Admission, offers to the public and cessation of membership
o The members’ guarantee
o Members’ voting rights, and classes of membership
o Restricting dividends, distributions on a winding up and payments to directors
• Guarantee companies in a group
6. Choosing a company or business name for your private company
• Company law
o Permitted characters
o Words requiring permission
o ‘Same as’ names (including in groups)
o Offensive, misleading, etc words
o ‘Too like’ names and rights to object
o Opportunistic registrations
• Insolvency law restrictions – phoenix companies
• Trade marks
o Registered trade marks
o Unregistered trade marks and passing off
• Domain names
• Monitoring and enforcement
7. Types of director in a private company, and their liabilities*
• Who can be a director
• Abolition of corporate directors
• Role and responsibilities of the board
• Delegation and committees
• Overview of duties and liabilities
• Types of director
o Managing
o Alternate
o Non-executive
o De facto and shadow directors
• How to recognise them
• The duties and liabilities that apply to each
• Specific statutory responsibilities
• Potential liabilities under the Insolvency Act, especially wrongful trading, and how to avoid them
• Grounds for disqualifying directors
• Directors’ misconduct – compensation for creditors on insolvency
• Latest case law and developments
8. Directors’ Companies Act duties – keeping private company directors out of trouble*
• The Companies Act – the seven statutory duties
• Other relevant rules
• Overview of the statutory derivative action
• Members’ ratification of directors’ breaches
• Promoting the success of the company
• Concentrating on conflicts
o ‘Transactional’ conflicts – what directors need to do
o ‘Situational’ conflicts – what are they and what directors need to do
• Protecting the board
• Common problems, and the solutions
• Group situations
• Procedures and record-keeping
• Indemnities and D&O Liability Insurance
• Latest case law and developments.
9. Private company directors’ decision-making
• Where to find the law
• Types of decision – meetings and written resolutions
• Companies with a sole director
• Procedure for meetings under standard private company articles
o Notice, quorum, right to attend meetings
• Practical problems with written resolutions, eg directors’ conflicts
• Electronic communications and board meetings
• Minutes and other record-keeping
• Taking minutes
• Approving minutes so they are good evidence
• Where to find guidance
10. Directors and outsiders – binding the company
• What the company can do
• Who decides
• Actual, usual and ostensible authority
• Controls and good corporate governance
• Executing documents
o Contracts v deeds
o Company seal
o Alternative ways to execute documents
• Powers of attorney
11. Registration of company charges
• The list of registrable charges
• Who can register
• Time limits and consequences
• Documents required – power to redact
• Electronic filing
• Late filing, correcting errors and replacing documents
• Satisfaction and release of charges
• Unique Reference Codes, and other changes
• Company record-keeping
12. The Secretary’s statutory role, including premises, stationery, statutory registers and records, and Companies House filing
• Supporting the board
• Core and associated duties
• Appointment, remuneration and removal
• Register and records
o What has to be kept
o What is it sensible to keep
o Where must records be kept
o The Single Alternative Inspection Location
o Rights to inspect
o Rights to take copies
• What is ‘stationery’, what are ‘premises’
• What has to be disclosed
• Special cases
• Public access
• The register of members – the special rules
• ‘Proper purposes’
• Filing issues at Companies House
• The Registrar’s rules
• ‘Second filings’
13. The Register of People with Significant Control*
• What the rules mean for beneficial owners and your private company clients
o Who is caught
o How to gather information
o What to do with the information disclosed
o Sanctions for non-compliance
o Exemptions
o Group situations
o Preventing public disclosure
• Annual disclosure in the company’s confirmation statement
• Keeping the register online at Companies House; yes or no?
• Upcoming changes under the 4th Moneylaundering Directive
14. Annual compliance for private companies – accounts, auditors and confirmation statements
• Accounts and confirmation statements
• Types of accounts
• When accounts need to be filed, when and how
• Practicalities and common problems
• Auditors – appointment and removal
15. Private company shareholders’ meetings
• Why hold them
• When to hold them
• Who will be there?
• Types of resolution
• Who can call a meeting
• Shareholders’ rights to require a meeting
• Notices, notice periods, short notice
• Conduct of meeting – the chair and voting
• Transitional provisions for ‘old’ companies
• Proxies and corporate representatives
• Using e-communications
o What can be sent or supplied electronically
o Ways to communicate electronically
o Deemed consent to electronic communications via a website
o The 2006 Act and your articles of association
o What pre-2006 Act companies should do
• Practical problems and pitfalls
• ICSA and other guidance
• Post-meeting actions
16. Statutory written shareholder resolutions
• When they can’t be used
• Statutory restrictions
• Common law restrictions
• The statutory procedure for private companies
• Interaction with the Duomatic principle
• Filing and record-keeping
• Special rules for single member companies
17. Dealing with class shareholders
• Class share rights – voting, dividends, winding-up and redemption
• Problem areas – enhanced voting rights
• Common rights for family and outside investors
• Rights on allotment and transfer of shares
• Dealing with death or bankruptcy of shareholders
• Changing class shareholder rights – the 2006 Act protections
• Class shareholder meetings and consents
18. Private companies’ share capital under the Companies Act 2006
• Shares and share rights
• Issues of shares
• Rights issues and bonus issues
• When directors need authority to allot shares
• What to do about the statutory pre-emption rights
• Avoiding unlawful public offers
• Class shares and varying class rights
• Redenominating shares from one currency to another – the new rules
• Statement of capital changes
19. Transfer and Transmission of Shares in private companies*
• Transfer forms and stamp duty
• Operation of the articles, including the model form articles
• Transmission of shares on death: what happens?
• Directors’ refusal to register a transfer: the legal rule
• Practical problems with one-person companies
20. Share buy backs for private companies
• Problems solved by a share buyback
• What the company looks like afterwards
• Tax treatment overview
• Types of buy back
• Off-market v on-market
• Funds you can use, including the de minimis exception
• Where the buyback is for an employee share scheme
• What the company’s constitution says – do you care?
• Pre-buy back checks, and the buyback agreement
• The procedure – traps to watch out for
• Filing at Companies House and other follow-up tasks
21. Private company directors and the Bribery Act 2010
• The key offences under the Act
• The key offence of failing to prevent bribery for commercial organisations
• Taking advantage of the ‘adequate procedures’ defence
• Complying with the six principles
• The policies and procedures you need
• Difficult areas, eg
o Corporate hospitality
o Facilitation payments (‘greasing palms’)
• The official guidances and other help available
22. Whether to update old companies’ articles
• Do private companies have to?
• Reasons to update – clause by clause analysis
• Particular issues
• Companies’ objects, authorised share capital and other ‘saved’ provisions
• How to do it
23. Private company striking off and restorations
• Getting rid of private companies
• Overview of winding up v striking off
• Voluntary striking off
• Administrative striking off
• Procedures – practice and pitfalls
• Restoring a private company
o Why restore, and who can do it
o Effect of a restoration – what it does, and what it cannot do
o The procedure
o Courts, cost and conditions
24. Company law update
• A summary of latest developments in company law affecting private companies, explaining and flagging up actions to take following the latest statutory changes, recent case law developments and changes in best practice, including new Companies House services and rules.
• An update on upcoming reforms, and what you need to do as they approach.
SEMINARS RELATING TO STRATEGIC AND MARKETING MANAGEMENT ISSUES FOR LAW FIRMS
About these seminars
These seminars help solicitors, managing partners, marketing directors and others involved in the strategic and marketing management of a law firm to think about the strategic and management issues facing their firms in a coherent, structured way, and what to do about those issues.
The aim is to show how thinking clearly about these issues can highlight opportunities to improve, and practical, profitable solutions to problems that arise. The seminars are all peppered with real-life examples.
The first seminar is a half-day seminar, and the others are two-hour seminars. The two-hour seminars can be commissioned on an individual or mix ‘n’ match basis.
The seminars
1. The big picture – a guide to managing and marketing your law firm
A pictorial model to give you a coherent, structured way of thinking about the big issues facing your firm and what to do about them. The issues covered include:
• Deciding what sort of firm you are/want to be – which services, markets, profitability, people and culture
• How to decide who you want as your clients – targeting the right clients
• How to attract and keep them better than the competition – differentiating your firm and developing a better reputation than them
• How you have to organise the firm to deliver – departments, offices, support functions (marketing, IT, HR, finance, know-how, etc)
• Spotting which market developments affect your choices, and taking them into account
• Planning your strategy and tactics – the different types of planning, and which is best for (each part of) your firm
• Internal barriers to implementing your plans, and how to overcome them
• Measuring success
• The firm’s ‘brand’ – when it’s important and when it’s not
• Dealing with change – how power can shift in your firm, what happens when it does and what to do about it
2. Barriers to growth and how to overcome them
• What the barriers are generally
• How to spot what the barriers will be in your firm, depending on:
o What type of firm you are
o What stage of development you are at
• How to overcome the barriers to getting things done in your firm – culture, structure and people
3. Managing disruption in law firms – when power shifts
• Where power comes from in law firms
• What causes power to shift in your firm
• What the symptoms are when it does – and how clients and staff can suffer
• What management can do to minimise disruption
4. Targeting and differentiation
• Identifying groups of clients who want the same things
• Choosing which groups to target
• Achieving a competitive advantage – factors clients use to differentiate between FIRMS
• Factors clients use to differentiate between SERVICES
• Maister’s analysis
o Factory
o Grey hairs
o Rocket science
• When to have more than one brand – how many firms are you really?
• What this means for the firm’s strategic and marketing management and planning
5. Planning and implementing plans
• Vision and values – a waste of time?
• Getting the firm right – people, structure, culture
• Multi office firms
• Organising support functions
• Planning
o Rational (five year)
o Incremental? (one year)
o Opportunistic? (today)
• Different plans for different types of service
• Barriers to implementing your plans – and how to overcome them.