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“Shareholder Rule” Snuffed Out: Practical Implications for UK Companies and Shareholders

When a client seeks legal advice from a lawyer, the confidential communications between them, which are made for the sole or dominant purpose of seeking and receiving legal advice, are protected by legal professional...more

A ‘Somewhat Special Category’: Interpreting Articles of Association

In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more

“Corrective construction” to achieve commercial common sense in company articles

In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to...more

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