• At Kemp Little, we are known for our ability to serve the very particular needs of a large but diverse technology client base. Our hands-on industry know-how makes us a good fit with many of the world's biggest technology and digital media businesses, yet means we are equally relevant to companies with a technology bias, in sectors such as professional services, financial services, retail, travel and healthcare.
  • Kemp Little specialises in the technology and digital media sectors and provides a range of legal services that are crucial to fast-moving, innovative businesses.Our blend of sector awareness, technical excellence and responsiveness, means we are regularly ranked as a leading firm by directories such as Legal 500, Chambers and PLC Which Lawyer. Our practice areas cover a wide range of legal issues and advice.
  • Our Commercial Technology team has established itself as one of the strongest in the UK. We are ranked in Legal 500, Chambers & Partners and PLC Which Lawyer, with four of our partners recommended.
  • Our team provides practical and commercial advice founded on years of experience and technical know-how to technology and digital media companies that need to be alert to the rules and regulations of competition law.
  • Our Corporate Practice has a reputation for delivering sound legal advice, backed up with extensive industry experience and credentials, to get the best results from technology and digital media transactions.
  • In the fast-changing world of employment law our clients need practical, commercial and cost-effective advice. They get this from our team of employment law professionals.
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  • We work alongside companies, many with disruptive technologies, that seek funding, as well as with the venture capital firms, institutional investors and corporate ventures that want to invest in exciting business opportunities.
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  • With a service that is commercial and responsive to our clients’ needs, you will find our tax advice easy to understand, cost-effective and geared towards maximising your tax benefits.
  • At Kemp Little, we advise clients in diverse sectors where technology is fundamental to the ongoing success of their businesses.They include companies that provide technology as a service and businesses where the use of technology is key to their business model, enabling them to bring their product or service to market.
  • We bring our commercial understanding of digital business models, our legal expertise and our reputation for delivering high quality, cost-effective services to this dynamic sector.
  • Acting for market leaders and market changers within the media industry, we combine in-depth knowledge of the structural technology that underpins content delivery and the impact of digitisation on the rights of producers and consumers.
  • We understand the risks facing this sector and work with our clients to conquer those challenges. Testimony to our success is the continued growth in our team of professionals and the clients we serve.
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  • Our clients trust us to apply our solutions and know-how to help them make the best use of technology in structuring deals, mitigating key risks to their businesses and in achieving their commercial objectives.
  • We have extensive experience of advising customers and suppliers in the retail sector on technology development, licensing and supply projects, and in advising on all aspects of procurement and online operations.
  • Our legal professionals work alongside social media providers and users in relation to the commercial, privacy, data, advertising, intellectual property, employment and corporate issues that arise in this dynamic sector.
  • Our years of working alongside diverse software clients have given us an in-depth understanding of the dynamics of the software marketplace, market practice and alternative negotiating strategies.
  • Working with direct providers of travel services, including aggregators, facilitators and suppliers of transport and technology, our team has developed a unique specialist knowledge of the sector
  • Your life as an entrepreneur is full of daily challenges as you seek to grow your business. One of the key strengths of our firm is that we understand these challenges.
  • Kemp Little is trusted by some of the world’s leading luxury brands and some of the most innovative e-commerce retailers changing the face of the industry.
  • HR Bytes is an exclusive, comprehensive, online service that will provide you with a wide range of practical, insightful and current employment law information. HR Bytes members get priority booking for events, key insight and a range of employment materials for free.
  • FlightDeck is our portal designed especially with start-up and emerging technology businesses in mind to help you get your business up and running in the right way. We provide a free pack of all the things no-one tells you and things they don’t give away to get you started.

New GC100 Guidance on s. 172 of the Companies Act 2006

On 23 October 2018 the GC100 published its Guidance on Directors’ Duties, Section 172 and Stakeholder Considerations (the Guidance). The Guidance supplements the previous guidance issued by the GC100 in 2007 when the statutory duties of directors in the Companies Act 2006 (the Act) came into force. The previous guidance focused on the extent to which board papers/board minutes needed to document consideration by directors of the factors listed in section 172.

The Guidance aims to provide directors with practical help on their performance of the section 172 duty and includes key suggestions of matters for directors to consider and practical steps that directors can take. The Guidance focuses on section 172 only and not the full range of directors’ duties under the Act or the wide array of obligations of directors under other laws outside of the Act. The Guidance also assumes that the company is not in financial difficulties that require directors to act in creditors’ interests.

Under section 172 of the Act every director is under a duty to act, in good faith, in a way that they believe would be most likely to promote the success of the company for the benefit of its shareholders as a whole. The Guidance confirms that, for most commercial companies, this will mean long-term value creation. In discharging the 172 duty, directors are required to have regard to (amongst other things) the interests of employees, the need to foster relationships with suppliers, customers and others, the impact of the company’s operations on the community and the environment, the company’s reputation and the need to act fairly as between members of the company.

The Guidance emphasises that:

  • there is no “one size fits all” approach to discharging the duty under section 172. All directors must exercise their own judgement and different directors will come to their own decisions, depending on their own judgements and experiences. In addition, every situation will be different. A big decision (e.g. shutting a factory and making a large number of employees redundant) will usually require more time and analysis than a smaller decision. Some decisions will not require the involvement of the board of directors at all;
  • a director’s duty is not to balance the interests of the company and those of other stakeholders. Rather directors should, after weighing up all relevant factors, ask themselves which course of action best leads to the success of the company (having regard to the long term); and
  • ultimately, directors should aim to have suitable processes in place so that in taking decisions to promote the success of the company, they have considered the longer-term consequences and the wider stakeholder considerations.

The Guidance suggests five practical measures directors can take to embed section 172 in the company’s decision making:

  1. reflect the section 172 duty when setting up and updating the company’s strategy;
  2. establish and attend training courses on induction to the board with ongoing updates on the section 172 duty in the context of directors’ wider duties and responsibilities;
  3. consider and arrange to receive the information directors need on appointment and going forward to help them carry out their role and satisfy the duty;
  4. put in place policies and processes appropriate to support the company’s operating strategy and to support its goals in light of the section 172 duty; and
  5. consider the company’s approach to engagement with employees and other stakeholders (whether via board or wider corporate engagement).

The Guidance concludes by alluding to an over-arching theme, which is that directors should seek to embed in the habits and behaviours of the board, management and employees a culture which, in the pursuit of the company’s success for the benefit of shareholders, is consistent with the company’s aims in relation to employees, customers, suppliers and other stakeholders, local communities, the environment and anyone else affected by the company’s activities.

The Guidance provides directors with helpful further clarification on what they should be doing to ensure that they are fulfilling their duty under section 172.

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