We publish a number of informative and topical newsletters based around our service and business areas. It is important to us that we continually share ideas, information and best practice with our clients and contacts so everyone can benefit from news on new law, comment on topical events, and information on upcoming issues which will have a bearing on you and your business activities.
The content of these publications is for general information only and does not constitute advice on any specific matter. While every effort has been made to ensure the content of these publications is accurate and up to date, no representation or warranty, express or implied, is made as to their accuracy or completeness and they are not a substitute for legal advice. You should seek specific legal advice on any particular matter which is relevant to you. We will not be liable for any losses arising out of any reliance placed on any content of these publications by you, or any person informed of the contents.
There are numerous reasons why a company may wish to buy back its own shares from its shareholders. For example, the company may wish to return surplus cash to shareholders, increase earnings per share or provide an exit route for a shareholder who is retiring or having his employment terminated. The Companies Act 2006 sets out the statutory procedure which must be followed when a company purchases its own shares. Last month, changes were made to that regime by the Companies Act 2006 (Amendment of Part 18) Regulations 2013, which came into force on 30 April 2013 (the 2013 Regulations).
On 28 April 2013, the Mental Health (Discrimination) Act 2013 came into force removing a provision from the Model Articles which was considered to be discriminatory.
On 1 April 2013 sweeping changes were made to the system for regulating financial services in the UK. This will see the death of the Financial Services Authority (FSA) and the birth of new twin regulators, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). The new system of regulation is being implemented by the government after the existing regime ‘palpably failed when tested by crisis’. Sponsors and issuers will see an immediate change to their regulation next month but some may be concerned that this is simply the calm before the storm with even greater changes waiting over the horizon.
It is not uncommon for buyers who acquire a business to carry out some form of post-completion reorganisation, particularly where there is a desire to integrate the newly acquired business into an existing organisation or structure. However, the recent case of Moughadam -v- Bugg  EWHC 461 (Ch) demonstrates the need for buyers to bear in mind the potential impact that any such reorganisation may have on any continuing obligations under the related sale agreement.