Lavery Governance Consulting’s Post

Calling all listed company secretaries and directors – do you know the full name of the DTR’s?   Simples, as the meerkat would say, Disclosure and Transparency Rules. Wrong.   On 3 July 2016, with the implementation of the Market Abuse Directive, the full name of the DTR sourcebook changed to “Disclosure Guidance and Transparency Rules”.   Despite this name change occurring eight years ago, many companies still use the erroneous wording Disclosure and Transparency Rules in their announcements. In a review of over 300 Total Voting Rights announcements released yesterday, 79 companies stated the incorrect name at least once in their announcement.   Some may say this is a minor point, ultimately everyone knows which part of the FCA handbook is being referenced. That may be the case, however impressions count and it gives rise to an awkward question. If a name change that occurred over eight years ago has not been picked up, what else has been missed?   Company secretaries – check all of your announcement templates, terms of reference, along with the annual and half yearly accounts to ensure the correct name for the DTR’s is used.   Directors – when given announcements or documents to review that refer to the DTR’s, check the correct name is quoted. #dtr #governance

Our Fall Edition of PRKL Perspectives went out this week, which includes information about: ✔ The 425 Business article featuring business attorney Jonathan Brodin ✔ A quick reminder about the approaching Corporate Transparency Act deadline ✔ Information business owners need to know about new laws surrounding classification of employees and contractors Want to get our quarterly insights and updates delivered to you? Subscribe here: https://lnkd.in/gaAhVxTK #newsletter #corporatetransparencyact

Good morning connections, Section 48 of the Companies Act, 2013 is provided for Variations in voting rights. Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class,- (a) if provision with respect to such variation is contained in the memorandum or articles of the company; or (b) in the absence of any such provision in the memorandum or articles, if such variation is not prohibited by the terms of issue of the shares of that class. The company shall, within thirty days of the date of the order of the Tribunal, file a copy thereof with the Registrar. Have a good learning... #icsi #csexecutive #csprofessional #cseet #companylaw #complianceofficer #companysecretaries #csexam

❓How does a Company make a decision❓ ✔️A company is a separate legal entity and it can enter into contracts and even own property. ✔️But to enter into those agreements, the decision must be made by either the directors or the shareholders of the company. ✔️The day to day running of the company will be carried out by the directors and they can make decisions on behalf of the company at board level. ✔️For example the board can approve the company entering into a contract for a certain amount of money or for the company to hire someone. ✔️Shareholder decisions are made by passing either an ordinary or special resolution. Certain decisions will require an ordinary resolution to be passed for it to be approved and some will require a special resolution. ✔️An ordinary resolution is passed by what is referred to as a 'simple majority' of members, meaning that the votes 'for' must equate to more than 50% of the total votes cast by each member's voting rights. ✔️A special resolution requires at least 75% of shareholders to agree on a decision. Decisions made by special resolution include: changing the name of the company and making changes to the articles of association. ✔️A person can be both a director and a shareholder of the company and will sit in the different meetings with their different hats 🎩 on ✔️When a company does enter into a contract, sometimes a director or shareholder maybe asked to act as a guarantor, this is something to watch out for. As if the company breaches the contract, the director or shareholder will be liable! #companylaw #shareholders #directors

This is useful to businesses

What Does IRS Audit Representation Cost Question: “What should a person expect to pay for Audit Representation?” Answer: There is no hard rule for the cost of representation. Look for these few things that affect the legal costs for audit representation: https://lnkd.in/exQEnRDq #IRSaudit #TaxProblems #IRSHelp #taxlawoffices #taxresolution

Why would employees not have voting rights on matters of corporate policy? Shareholders have the right to vote on corporate actions, often at the company's annual shareholder meeting. These decisions can include: - The makeup of the board of directors - Issuing new securities - Initiating corporate actions like mergers or acquisitions - Approving dividends - Substantial changes in the corporation's strategies, operations or policies (investopedia) What most people might not realise is that shareholder voting rights were modeled, as much of corporation law, on the analogous right by citizens of municipal corporations and the State. Indeed, "One shareholder, one vote" was the original rule at the East India Company in the late 17th century, before possessive individualism rewrote the agenda. It is obvious that employees and other stakeholders have equal interest and often bear greater risks than shareholders in governing the direction of their company. Hence, based on the principle of republican freedom (see: Philip Pettit) it seems to me that it is a question of constitutional legitimacy to insist on at least contestatory rights of corporate citizenry. Anything else would expose them to arbitrary domination from special groups not necessarily operating in their best interest. If such a move is inconsistent with legal statutes, why not arrange pre-hearings with the Organisational populace and engage in preliminary deliberation and decision-making "by objection" (see: sociocracy) prior to formal shareholder assemblies? It seems to me that it is about time to protect genuine freedom of employees in corporations, rather than allowing their systemic domination by mostly anonymous financial investors who have often little interest in the organisation as a going concern. #leadership #transformation #business #corporategovernance

In this #GMSFlashAlert, #KPMG U.S. LLP and Spain report on a proposed European Commission regulation for a public interface for registering posted workers (e-Declaration), creating a legal basis for a streamlined system for registration of posted workers. https://bit.ly/4ezP5Gr

In this #GMSFlashAlert, #KPMG U.S. LLP and Spain report on a proposed European Commission regulation for a public interface for registering posted workers (e-Declaration), creating a legal basis for a streamlined system for registration of posted workers. https://bit.ly/3CHXeeG

🌟 Important Legal Victory for Whistleblowers! 🌟 In a significant ruling, the Federal Circuit has affirmed that future lost earnings are recoverable for employees who face retaliation for whistleblowing. This decision marks a crucial step forward in protecting the rights of whistleblowers and ensuring fair compensation for those who speak out against wrongdoing. At Shaw Bransford & Roth, P.C., we stand by ethical practices and support transparency. This ruling reinforces the importance of upholding integrity and accountability in all sectors. This case law update was written by Emily Shandruk, an Associate Attorney at the law firm of Shaw Bransford & Roth, where she joined in January 2024. Ms. Shandruk contributes her extensive experience in state and federal litigation to the firm, showcasing her prowess in authoring dispositive motions and coordinating discovery in complex federal litigation. Stay informed and learn more about this impactful decision: https://lnkd.in/e2NCSGid #WhistleblowerProtection #LegalRights #FairCompensation #EthicalLeadership