Huntley Legal's Blog

When the going gets tough, director/shareholders may sometimes choose to make a swift exit stage left, hopefully not pursued by a bear (to quote a famous Shakespearean reference).

This article looks at what to do if that’s you. In future articles, we’ll explore how to handle it when a shareholder/director leaves your organisation, and also when you lose staff, clients and/or suppliers.

This article continues my advice on the subject of outsourcing in the private sector from the point of view of the customer or client who is doing the outsourcing. You’ll find part 1, here: Outsourcing in the private sector (part 1).

Last time, I wrote about differences between the two main phases of a new working relationship, from informal courtship to the formal agreement. This is an area where I often see a sudden shift.

Where the courtship phase is often like a cosy chat, the agreement phase involves a lot of hard work to get all the details ironed out. There’s no quick fix to describing the benchmarks for the service, the quality, the quantity and the timescale. These can’t be swept over in a couple of short clauses.

It might seem tedious, but it’s often right to include...

This is part 1 of a 2-part series about outsourcing in the private sector. Both articles apply when you are the customer or client who is purchasing the outsourced service, rather than the supplier side. Of necessity, this is a B2B (business-to-business) relationship.

This article is part 2 of 2, explaining areas that will change with the new Financial Services and Markets Bill. Part 1 was published a couple of weeks ago.

Financial promotions regime

In July 2021, the FCA published the consultation response on changes to the financial promotions regime.

The current regime allows financial promotions to be made by unregulated firms, because a regulated firm is able to approve the publication of a promotion by an unregulated firm.

The FCA found that, in practice, approval is often being given after inadequate due diligence into the unauthorised firm or into the promotion itself, and that regulated firms are also approving promotions relating to investments or transaction types which are outside their own expertise and regulatory permissions.

The proposal contained in the Bill is...

The Financial Services and Markets Bill was introduced to Parliament in July 2022 and has now reached the committee stage in the House of Lords. This is a late stage in its progression to becoming a new Act which will almost certainly occur later this year.

The Bill is wide-ranging and brings in quite a lot of significant changes, as well as some that are less significant. A large part of it is driven by Brexit issues as it contains post-Brexit housekeeping both to revoke retained EU law that relates to financial services and markets and, where necessary, to replace it with original UK law (rather than those laws which were adopted from the EU).

This article and the next look at some of the headline areas for change.

• Does your company have one or more shareholders?
• Are you one of those shareholders?
• If a shareholder dies, do you know what happens to their shares?

It’s important to understand the impact, whether it’s your own death we’re talking about, or the death of another shareholder. The polite name for this whole topic is “succession planning”, but perhaps “dead shareholders” is more to the point.

When a shareholder dies, many people assume the spouse or children automatically inherit their shares. This is not necessarily the case, for example, the shareholder agreement may say that, on death, the deceased’s shares automatically go up for sale to other shareholders.

When you hold shares in your own name, you have to decide what you want to happen and then set things up in a way that ensures things work out the way you want. You should usually reach agreement with the other shareholders on this, so there is less room for disputes at the crucial time.

Obviously, it’s a lot easier to deal with all this while all the shareholders are still alive than it is after one of them has died.

Note that this article applies to private limited companies, not to PLCs or LLPs where different rules apply.

A guarantee is a promise by one person (the guarantor) that a third-party (company or individual) will ensure that another person will meet their obligations, or that the guarantor will meet that person’s obligations if they fail to do so themselves.

In most cases, the guarantee is given to support the obligation for a borrower to pay back a loan.

It’s a secondary contract which doesn’t replace the original or primary contract but which is arranged to support that.

This article links to some of my previous articles. This time, I focus on the perspective of the lender.

Recently, I wrote about cross-border transfers of personal data. This article continues the theme, by focusing on what to do if you’re transferring personal data to or from the cloud.

There are no ‘soft edges’ or exceptions just because the destination (usually to a processor) where you’re making the transfer is in the cloud rather than in a ‘physical’ location. Everything in the previous article applies as the rules are exactly the same.

When assessing where you’re transferring data to and from, bear in mind not only where the cloud services provider is based, for example, a company that’s registered in the UK, but also the location of the real servers on which they’ll be storing or processing your data – those might be in an entirely different part or parts of the world.

I know that many businesses, including my clients, went to a great deal of trouble to update their thinking, documents and processes in readiness for the 2018 Data Protection Act and the changes that came with that.

However, some changes that arose because of Brexit are only now coming into sharper focus, yet most companies have done nothing about their data protection (even though they may have massively changed their working structure and business processes since preparing for the Data Protection Act 2018).

We’re all living in a cloud-based world and conducting much of our business (and social) life on the cloud. For most businesses, this trend has been much accelerated over the last five years. Part 2 of this article therefore covers cross-border transfers when you’re running part of your business in the cloud.

First, let’s look at a common question I’m asked when discussing cross-border transfers.

This article continues the theme I started in Coming round the corner in 2023 (part 1) and informs you about upcoming changes to:

• Flexible working
• Equality Act 2010
• Redundancy
• Leave
• Financial services

Let’s get stuck in…