The Jonathan Lea Network

A Comprehensive Guide to Articles of Association and Shareholders’ Agreements

If you are thinking of starting a company (or are a shareholder), it is important that you know the difference between a company’s Articles of Association (“Articles”) and a Shareholders’ Agreement. Every company registered in England and Wales must have Articles; a company simply cannot be formed without them. The Articles set out the company’s governance structure and basically operate as a rule book. If you are a shareholder, it is within your interests to ensure that the Articles are appropriate to the company and how it operates.

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Compliance with EMI Share Option Scheme Annual Reporting

Once a company has set up and is operating an EMI share scheme, more often than not, those at the company managing the scheme only diarise for the dates on which certain employees’ options will vest and be capable of exercise. Unfortunately, there is an additional date which needs to be added to the diary – this is the EMI Annual Reporting Deadline.

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Generic Discrimination on the Basis of Vaccination Status Letter

This is an easily-adaptable letter to a venue which you can use to refuse Covid-19 vaccinations as a condition of entry to venues in the United Kingdom. It is well-established at both common law and statute that no-one can be forced to take medical treatment in the UK and anyone doing so, or attempting to do so, exposes themselves to criminal and / or civil liability.

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The National Security and Investment Act 2021

On 4 January 2022, the National Security and Investment Act 2021 (“NSIA”) came into force. The NSIA replaces the existing provisions of the Enterprise Act 2002, provisions that previously dealt with possible public interest issues arising from mergers. The rules of the NSIA apply to any qualifying acquisition (detailed below) of an entity (e.g., a company) or any qualifying acquisition of assets (e.g., intellectual property or land). The NSIA may also capture transactions beyond that of standard mergers and acquisitions such as minority investments, where qualifying interests or rights are acquired. 

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Amazing Pancakes!

On Tuesday 1st March 2022 we had the pleasure of enjoying an evening with Where The Pancakes Are at their pop-up venue Vinegar Yard to celebrate Shrove Tuesday.  The Pancakes were mouthwatering and the atmosphere was amazing. We enjoyed an evening of eating, drinking and flipping pancakes! The pop-up venue was situated near London Bridge so we were able to enjoy the beautiful views of the Shard.

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