ARTICLE
24 September 2024

Corporate Law Update: 14 - 20 September 2024

M
Macfarlanes

Contributor

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This week, the London Stock Exchange released its 2025 dividend procedure timetable, outlining key dates and requirements for companies. Additionally, draft legislation has been introduced to clarify that digital assets, such as tokens and coins, are recognized as property under English law, solidifying their legal status in corporate transactions.
United Kingdom Corporate/Commercial Law

This week:

  • The London Stock Exchange publishes its dividend procedure timetable for 2025
  • Draft legislation is published to clarify the legal status of digital assets as property

LSE publishes dividend procedure timetable for 2025

The London Stock Exchange has published its dividend procedure timetable for 2025.

The timetable sets out a series of ex-dividend dates with their corresponding record dates and the dates on which a listed company or AIM company is to announce the dividend. It also sets out certain content requirements for the company's dividend announcements.

Companies that adhere to the timetable do not need to notify the Exchange of their programme in advance. However, dividends that fall outside the parameters set out in the timetable must be discussed and agreed in advance with the Exchange.

Access the London Stock Exchange's dividend procedure timetable for 2025 (opens PDF)

Read LSE Market Notice N08/24 on its dividend procedure timetable for 2025 (opens PDF)

Draft legislation tabled to clarify legal status of digital assets

Draft legislation has been published to clarify the legal status of "digital assets" under the law of England and Wales.

The Property (Digital Assets etc) Bill would, if enacted, clarify that digital assets are capable of amounting to property as a matter of law. (More specifically, the Bill would clarify that a thing is not prevented from being property as a matter of law merely because it is not a "thing in possession" or a "thing in action". For more detail, see the box below.)

What amounts to "property" under the law of England and Wales?

In legal terms, "property" describes any asset over which a person can exert control and from which they can derive some benefit (usually, economic benefit). Put simply, if a person owns property, they can prevent other people from using it or benefitting from it.

The law of England and Wales recognises two types of property:

  • Real property. This is property that cannot be moved. Real property is effectively confined to land and objects that are attached to land, such as buildings. (Strictly, as a matter of law, all real property is owned by the Crown. Other persons simply hold an "estate" in real property, giving them a right to occupy and use it. However, in practical terms, this acts as if it were ownership.)
  • Personal property. This is often described as a "residual" category. It effectively includes all property other than land and buildings.

Traditionally, personal property has frequently been understood as comprising two sub-categories:

  • Things in possession (or choses in possession). These are things that have physical form and which are owned through physical possession. They are typical movable objects, such as goods and stock, furniture, IT equipment, vehicles and personal possessions. A person exercises control over a thing in possession simply by physically keeping it and preventing others from physically using it.
  • Things in action (or choses in action). These are assets that do not have physical form (intangible) and can only be enjoyed by asserting legal rights (such as bringing a claim in the courts). Examples include intellectual property, contractual rights, securities (such as company shares) and debts. A person exercises control over a thing in action by utilising the legal framework to disallow others from benefiting from the asset.

For some time, there had been some doubt as to whether digital assets amounted to "property". Digital assets are intangible and so cannot be things in possession. But, equally, many digital assets, such as digital currencies and non-fungible tokens (NFTs), do not rely on the assertion of legal rights to be recognised and traded and so, arguably, are not things in action either.

In a report in 2023, the Law Commission concluded that, although the law traditionally recognised the two main categories of property described above, this did not preclude the existence of a "third category" of property comprising (among other things) digital assets.

However, to avoid doubt, the Law Commission recommended legislation to clarify this. The Property (Digital Assets etc) Bill is designed to implement this recommendation.

Within a corporate context, digital assets include items such as coins or tokens, which are issued by some organisations (often through an initial coin offering, or ICO) as a means of raising funds or conferring special advantages on members or customers.

Depending on the structure they adopt, decentralised autonomous organisations (DAOs) may also issue tokens to their members. These tokens may provide not only economic benefits, but also the right to take part in and vote on decisions of the DAO. For more information on DAOs, read our separate in-depth piece on decentralised autonomous organisations.

If enacted, the Bill would provide useful clarity that digital assets amount to a fully-fledged type of property, which would, in turn, underscore their use in corporate transactions and structures.

Access the Property (Digital Assets etc) Bill (opens PDF)

Access the Law Commission's reports on digital assets

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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