The problem with companies and corporate law is that they are complicated and technical. Whether you need help (i) buying or selling a company, (ii) dealing with a shareholders’ agreement, (iii) reorganising a group of companies or (iv) reducing share capital you need to comply with the detailed terms of the Companies Act 2006 and the case law which surrounds it.
The Companies Act 2006 runs to 1300 sections and has 16 Schedules which contain over 150 criminal offences. Compliance with its terms is crucial, as failure to comply often involves one of those criminal offences, but equally importantly, failure to comply will also invalidate what you are trying to do. In many areas of law the courts will seek to give effect to the intentions of the parties to a transaction, even if they fail to comply with the technical requirements. In company law, that is frequently not the case (usually because of the criminal element).
For example, a failure to follow the procedures required on a purchase by a company of its own shares (set out in section 690 et al), will render the purchase void. That would mean the money paid is due back to the company and the shares “purchased” still exist and belong to the seller. This problem continues unless and until a proper procedure has been followed and does not go away after 20 years and ten changes of ownership and control. The children of the original owner of the shares can demand them back when they realise they now own 10% of a huge listed company and they just have to repay the £5000 which Daddy received in 1985.
This is an area where you need sound advice and help with the detail.
For expert legal support in corporate and commercial law, contact us by email at mail@anthonygold.co.uk or call us at 020 7940 4060. You can also raise a callback request by filling out a form here.
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