company law Archives

Please sir, I’d like to have a vote?

Perhaps the two least surprising observations about last week’s local government elections in the UK were the weakness of the incumbent national government party vote, and the continued fall in turnout. If there’s one thing you can rely on, it’s that generally people don’t understand why local government is important to them and therefore don’t […]

Henderson EGM – two counts of votes to satisfy dual listing requirements

Update 14 March 2011: The Company’s legal advisors have confirmed to Manifest that all shareholders are entitled to vote on the single resolution to approve the transaction. The votes will be counted twice – the first time to satisfy the requirements of the special resolution and the UKLA Listing Rule Class 1 transaction. The votes […]

When in Helsinki … or the true meaning of ‘Abstain’

When is an abstention not an abstention? A possible party-time trivia question for lawyers maybe, but a question with real consequences for shareholders which highlights yet again the importance of ensuring local knowledge is applied to voting decisions. Most company law regimes have special provisions for dealing with ‘qualified majority’ issues. They may differ one from another […]

Change to Pre-emption Guidelines urgently required

British investors take their pre-emption rights very seriously – and rightly so. However, the trickle of UK companies trampling over these precious rights is threatening to become a flood as “cash-box” placings become ubiquitous. Cash-box placings channel capital raised through an offshore companies (generally located in Jersey or Guernsey). The underwriters subscribe for redeemable preference shares in the offshore […]

South African Code to Recommend Say on Pay

The Institute of Directors in South Africa has published drafts of the King III Report and King III Code on Corporate Governance. Shareholders are being offered a chance for a say on pay but it won’t be mandatory. The draft code states that shareholders “should approve the company’s remuneration policy”, while noting that the Board is […]