Duane Morris London

22.04.2020

Summary

AGMS for UK-incorporated public limited companies can and should still go ahead during the lockdown.
Companies should take advantage of any flexibility in their articles of association to hold meetings either virtually or partly in-person and partly virtually.
Companies can still hold AGMs even if their articles of association have not been amended to take advantage of the flexibility available to them, however they should consider amending their articles of association for subsequent years.
Shareholders will be able to vote using proxy forms but should expect to have less opportunity for Q&A.

Introduction

The annual general meeting (AGM) season is upon us. English company law requires public limited companies (English private companies do not have to hold AGMs, and most dispensed with them once the Companies Act 2006 (CA 2006) came into force) to hold their AGMs to be held within six months of the financial year end. With most public companies closing their books on 31 December, that means that the bulk of the AGMs need to be concluded before 30 June with notices calling the meetings being sent out by early June.

Continue reading “Corporate Update: Annual General Meetings During COVID-19 Lockdown”

April 20, 2020February 2, 2021 by Duane Morris London

They think it’s all over – it is now! COVID-19: Furlough and Holiday Update April 20th 2020

By Nic Hart

20.04.2020

Good evening. I am hopeful that this is the last “ COVID-19 UK Furlough” update you will receive…from me at least!

HMRC has now provided us with some much needed clarity on taking annual leave while on furlough. This has been an update to the Employees Guidance, not the Employers Guidance (as at the time of this email).

Put simply it states;

Continue reading “They think it’s all over – it is now! COVID-19: Furlough and Holiday Update April 20th 2020”

April 16, 2020February 2, 2021 by Duane Morris London

COVID-19 Impact: UK Corporate Residence & Permanent Establishment

By Sam Pearse

16.04.2020

Summary

The OECD and HMRC have issued guidance on the impact of Covid-19 on corporate residence and permanent establishment.
Both have expressed sympathy and understanding, and intimated that the restrictions caused by Covid-19 will not have an impact on assessment.

Introduction

The travel restrictions imposed as a result of trying to control the spread of Covid-19 present myriad issues for corporate groups. Two such problems are the impact on the corporate residence of a company and whether a permanent establishment in the UK could be unwittingly created.

Her Majesty’s Revenue and Customs (HMRC) and the Organisation for Economic Co-operation and Development (OECD) have published guidance setting out their views on the impact of travel restrictions.

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April 15, 2020February 2, 2021 by Duane Morris London

COVID-19: Job Retention Scheme UK Gov Guidance April 15th 2020

By Nic Hart & Liam Hutton

15.04.2020

Another week and another set of Guidance on the Coronavirus Job Retention Scheme has just been released today, April 15^th 2020.

In addition, there has also just been a Treasury Direction released this afternoon (April 15^th 2020).

UK Gov Updated Guidance

I will first deal with the 4^th Guidance issued by the Government. Details on this as follows.

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April 14, 2020February 2, 2021 by Duane Morris London

COVID-19: Job Retention Scheme UK Gov update April 10th 2020

By Nic Hart & Liam Hutton

20.04.2020

Last night the Government helpfully delivered Round 3 of the Guidance for employers (and employees) on the Coronavirus Job Retention Scheme.

Whilst it clarifies some areas and introduces new points, i.e. TUPE it remains silent on the issue of Annual Leave. Please find below an overview of the new Guidance. It is worth reading in its entirety and I attach a copy of the same with the new areas noted in red and highlighted.

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April 3, 2020February 2, 2021 by Duane Morris London

Family Leave and Furlough

By Nic Hart & Liam Hutton

03.04.2020

The UK Government guidance sets out the employers obligations for family leave and the ability to claim for enhanced (earnings related) contractual pay through the scheme. As below;

Individuals who are on or plan to take Maternity Leave must take at least 2 weeks off work (4 weeks if they work in a factory or workshop) immediately following the birth of their baby. This is a health and safety requirement. In practice, most women start their Maternity Leave before they give birth.

If your employee is eligible for Statutory Maternity Pay (SMP) or Maternity Allowance, the normal rules apply, and they are entitled to claim up to 39 weeks of statutory pay or allowance.

Employees who qualify for SMP, will still be eligible for 90% of their average weekly earnings in the first 6 weeks, followed by 33 weeks of pay paid at 90% of their average weekly earnings or the statutory flat rate (whichever is lower). The statutory flat rate is currently £148.68 a week, rising to £151.20 a week from April 2020.

If you offer enhanced (earnings related) contractual pay to women on Maternity Leave, this is included as wage costs that you can claim through the scheme.

The same principles apply where your employee qualifies for contractual adoption, paternity or shared parental pay.

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April 1, 2020February 2, 2021 by Duane Morris London

Data Protection and COVID-19: FAQs on the Approach of European Regulators

By John Benjamin and Edward Pickard

01.04.2020

The spreading COVID-19 pandemic across Europe has meant that many of its data protection authorities have faced questions from organisations as to how they should meet their privacy obligations during this time.

The European Data Protection Board (EDPB) has now published its own guidance to ensure that a consistent approach is taken across Europe regarding privacy compliance during this period. However, this came after a number of national regulators published their own guidance that in some cases is slightly contradictory.

The below article considers some of the key issues that may be facing during the COVID-19 pandemic and how the EDPB and some of Europe’s data protection authorities approach these issues. The EDPB has made clear that it is business as usual when it comes to compliance.

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March 31, 2020February 2, 2021 by Duane Morris London

New COVID-19 UK Government Financing Options Available

By Drew D. Salvest & Natalie A. Stewart

31.03.2020

The UK government recently announced a package of measures to provide liquidity to UK businesses during the COVID-19 pandemic. Two schemes are particularly useful for financing needs: the HM Treasury and the Bank of England COVID-19 Corporate Financing Facility and the British Business Bank Coronavirus Business Interruption Loan Scheme. Our Alert provides summaries of the financing schemes, eligibility requirements and the application process.

HM Treasury and the Bank of England COVID-19 Corporate Financing Facility

Who Is Eligible?

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March 30, 2020February 2, 2021 by Duane Morris London

Top Tips: Keeping Data Safe When Working Remotely

By John M. Benjamin & Edward Pickard

30.03.2020

The coronavirus pandemic has had a severe impact on businesses right across the globe and with a third of the world now in lockdown, thousands of businesses have moved most of their workforce to remote working. Although working from home allows a business to continue operating, it brings significant security risks, placing a greater need to maintain compliance with relevant data security requirements.

Maintaining the security of company data is the responsibility of both the employer and employee and continuing to maintain appropriate security measures is critical at this time. Below are some key points for employees and businesses to keep data secure when working remotely.

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March 26, 2020April 6, 2023 by Steve Nichol

Coronavirus and Construction in the UK: The Time to Talk Is Now

By Steve Nichol and Tanya Chadha

In an industry of seemingly ever-tighter margins across the board, it is perhaps unsurprising that the construction industry has fought to continue through the current coronavirus crisis as much as it has. However, many in the industry have stopped work and shut down sites and, despite the current and perhaps somewhat over-optimistic view from the government that work can continue whilst still complying with social distancing rules, it seems inevitable that all non-essential work will stop very soon.

As work grinds to a halt, it is increasingly clear that in the vast majority of projects, contracts will not provide a straightforward answer to most of the questions that will arise from the shutdown. There will be many grey areas and a significant risk of extensive disputes. To avoid this, or at least limit the scope of those disputes, parties need to be communicating these issues and discussing approaches and solutions now. Continue reading “Coronavirus and Construction in the UK: The Time to Talk Is Now”