Type CPD Hours Level
Conference expert panelInformation 6 UpdateInformation
SRA Competency B


This conference, chaired by David Impey, will explore a range of important and topical matters and offer practical guidance to keep you up to date with the latest reforms and issues in this area.

Conference Agenda

This Conference will cover the following topics:

9.30am - 10.15am Private Company Shares & Share Transactions - The Company Secretarial Perspective

Chair: David Impey, Solicitor

This session will explore dividends and share transaction developments from the company secretarial perspective as follows:

  • Dividends
    • Latest case law on dividend policies
    • Interim dividend developments
    • Dividends and interim accounts
    • A heads up - dividends and the Brydon Review
  • Share Transaction Developments
    • Private company share buy-backs
    • Share capital reductions and solvency statements
    • Redenominating shares
  • The Latest on Share Rights and Entrepreneurs’ Relief
    • ‘Ordinary share capital’ potholes

10.15am - 11.00am Persons of Significant Control (PSC) Registers

Tanya Gass, Solicitor

This session will provide a refresher of what companies and persons of significant control (PSCs) need to do to comply with the PSC Register legislation together with an update on recent and upcoming changes to the regime, including the November Law Society & CLLS Guidance and the 5th Money Laundering Directive.

Practical tips based on the speaker’s experience and the latest guidance will be explored.

11.15am - 12.00 Corporate Criminal Liability - Don’t Fall Foul of the Law

Peter Binning, Partner, Corker Binning

This session will explore the important developments in corporate criminal liability and what all company secretaries need to know.

12.00 - 12.45pm Modern Slavery for Business - A Company Secretary's Reporting Checklist

Jonathan Exten-Wright, Partner, DLA Piper

This session will look at the requirements for companies to report in accordance with the UK’s Modern Slavery Act, discuss experience to date, and identify future trends.

12.45 - 1.00pm Questions on Morning Session

2.00pm - 2.50pm Stakeholder Engagement & the New Corporate Governance Code

Liz Miles, Deputy Company Secretary, Landsec

This session will explore stakeholder engagement given the new corporate governance code and obligation to now produce a section 172 statement in annual reports.

2.50pm - 3.40pm When Insolvency Potentially Looms - Issues for the Company Secretary

Stephen Allinson, Solicitor

This session will explore issues for company secretaries when insolvency potentially looms. Sadly, corporate failure has been far too prevalent in recent years.

It will identify key issues and what needs to be done to undertake your duties and responsibilities.

Areas to be covered will include:

  • Warning signs of insolvency - what to look out for
  • What does the Companies Act say about directors’ duties in this area?
  • Tips and tactics to protect your company from becoming a creditor to an insolvent company
  • Is it only directors who should be concerned? - Definitely not!
  • Reform is on the horizon - be ready for it

3.55pm - 4.45pm Private Company Constitutions - What Company Articles Need to Include and Why

David Impey, Solicitor

This session will explore how to interpret Articles; including pitfalls and potholes to avoid and the latest case law as follows:

  • Interpreting Articles - the unfolding story
  • Transfers of shares
    • Valuation and other issues in pre-emption Articles
  • Rights to take shares away - pitfalls and potholes
    • Drag-along rights
    • Bad leavers
  • Issues in groups and joint ventures
  • Implied duties of good faith
    • The rise of ‘relational contracts’ - implications for Articles
  • Latest case law
    • Articles and unfair prejudice

4.45pm - Close. Questions & Answers

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