Did You Know That ...? (Corporate Round-Up)

Welcome to the latest edition of Did you know that

...?, our regular briefing, which highlights key legal

developments affecting companies and their advisers. We hope that

you will find it useful and informative. If you think this

publication may be of interest to any of your colleagues or

acquaintances, please feel free to forward it to them and we will

be happy to add them to our mailing list.

HEADLINES

Companies Act 2006

Some of the key deregulatory aspects of the Companies Act 2006

for private companies are now in force, making reductions of share

capital and transfers of non-cash assets between group companies

less problematic, and debt-funded transactions more

straightforward. See below for more information.

Group restructurings ? share capital

Financial assistance ? simplification

Reduction of capital ? simplified private company

procedure

Transfer of non-cash assets between group companies

We also outline the trading disclosure requirements that apply

to UK companies. Failure to comply with these is an offence, so it

is important that you review the requirements and make sure you are

compliant.

Regulations on Trading Information Disclosures under the

Companies Act 2006

Corporate Finance

The UKLA has recently published List! 19, which raises several

interesting issues for sponsors.

List 19! Corporate briefing

Pensions ? New Rules On Moral Hazard

New rules on moral hazard, announced in April 2008, have now

been tabled. The new rules are to be retrospective to 14 April

2008.

Moral hazard ? new legislation

Directors Beware!

Kappler -v- Secretary of State for Trade and Industry

[2006] EWHC 3694 (Ch)

Secretary of State for Trade and Industry -v- Thornbury

[2007] EWHC 3202 (Ch)

Re AG (Manchester) Ltd [2008] EWHC 64 (Ch)

COMPANIES ACT 2006

Group Restructurings ? Share Capital

The Companies Act 2006 has made a number of changes which

increase the options available to groups of companies in managing

their capital and realigning assets and liabilities.

Group restructurings ? share capital

Financial Assistance - Simplification

There is no longer a prohibition on the giving of financial

assistance in relation to private companies, although the

prohibition still applies where the transaction involves a public

company.

Financial assistance ? simplification

Reduction Of Capital ?Simplified Private Company

Procedure

A private limited company may now reduce its share capital

through a simplified procedure which doesn't involve an

application to court.

Reduction of capital ? simplified private company

procedure

Transfer Of Non-Cash Assets Between Group Companies

A change in the law which came into force in April 2008 has made

intra-group transfers of assets more straightforward.

Transfer of non-cash assets between group companies

Regulations On Trading Information Disclosures Under The

Companies Act 2006

The Regulations on Trading Information Disclosures under the

Companies Act 2006 came into force on 1 October 2008.

From 1 October 2008 the previous trading disclosure requirements

...

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