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Administration and Management

Members of Chambers offer advice on all aspects of company management and administration, in relation to both contentious and non-contentious matters. As well as advising on the promotion, formation and registration of public and private companies, whether limited by shares or by guarantee, or unlimited, and drafting and advising on the effect of the memorandum and articles of association, we are also able to advise and conduct litigation on matters such as the ultra vires doctrine and the authorisation of acts by board members; the appointment, removal and retirement of directors; de facto and shadow directors; board meetings and procedures; the powers and duties of directors, including statutory duties; and controls, restrictions and disclosure requirements in relation to directors and the company secretary.

We are also experienced in matters concerning company membership (including the register of members and its rectification, and company meetings and resolutions) and share capital (including the authorisation of and pre-emption rights arising on allotments, shares issued at a premium, the maintenance of share capital and the acquisition by a company of its own shares, or the provision of financial assistance by a company in connection with the purchase of its own shares, capital reorganisations, the creation of different classes of shares and the variation of class rights, and liabilities and liens on shares).

The expertise of members of Chambers extends to regulatory, information and disclosure requirements for prospectuses for new issues of public companies, as well as obtaining equity listing and market misconduct. We also deal with the transfer and transmission of shares; share sale agreements and warranties; dividend distributions, reserves and capitalisations of profits; company borrowings, guarantees, securities, and fixed and floating charges, and their registration; the form and contents of accounts, directors’ reports and annual returns; the appointment, removal, functions and liabilities of auditors; bona vacantia; and takeovers, acquisitions and mergers, reconstructions, amalgamations and schemes of arrangement.