Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

I didn’t take the SQE.

I qualified through the LPC — one of the last cohorts to do it.

Because I haven’t experienced the SQE myself, I’ve never written much about it.

I didn’t feel like I was in the best position to discuss it — not in the way I can when I talk about commercial law, applications, or life as a junior lawyer.

But LittleLaw’s grown. We’ve now got more than 20,000 readers — and I’m starting to feel a real responsibility, both personally and as an organisation, to better understand what your experience has been.

The SQE launched in 2021 — and, from what I’ve seen the problems haven’t stopped.

Here’s just a snapshot of what’s happened:

• 175 people wrongly told they failed due to a marking error

• Candidates waiting five hours to sit an exam, only to be told it was cancelled

• The SRA still refusing to publish past papers or share provider pass rates

Even as recently as January 2025, the SRA was still calling them “teething problems.”

But we’re four years in now.

It’s reached a point where one trainee set up a petition to reform the SQE (over 800 people have signed it).

So, if you’ve taken the SQE — or are in the middle of it — I’d appreciate hearing from you.

I want to understand what isn’t working. Maybe there’s a way LittleLaw can help.

Just reply to this email or message me on LinkedIn (it’ll be 100% confidential).

– Idin

FEATURED REPORT 📰

💸 Why companies are buying their own shares

What’s going on here?

HSBC, Santander, and even GoCompare’s parent company Future have all launched share buyback programmes just this week — adding to this major trend.

And it’s not just a recent thing.

Since January, JD Sports, Tesco, Moonpig, British Airways, and loads more companies have been buying back their shares.

What is a share buyback?

A share buyback is where a company buys its own shares from its existing shareholders.

Those shares are either:

• ❌ Cancelled (this is what usually happens), or

• 🏦 Held in “treasury” (like a savings account of shares — these shares don’t have dividends or voting rights, but they can be used for employee bonuses).

Companies can fund buybacks through their own cash or by taking on debt.

Why do companies like share buybacks?

Buybacks usually result in a company’s share price going up.

That’s because it sends two clear signals to the market:

1. 💰️ “We’re rich.” Most buybacks are funded from surplus cash, so they show the company’s doing well financially.

2. 💪 “We believe in ourselves.” After a share buyback, there are fewer shares being publicly traded. That reduced supply usually leads to a share price bump.

But beyond the financial reasons, buybacks are used as tools to help fix specific commercial problems.

📉 To fix undervaluation: If a company believes its shares are trading below their “true value” — because of external factors like market volatility or geopolitical uncertainty — it can use a buyback to artificially create upward pressure on its share price.

After a buyback, you reduce the number of shares in circulation, which increases key metrics like earnings per share (EPS). This means investors have more confidence in the shares’ value.

🛡 To fend off hostile takeovers: A hostile takeover is when one company tries to take over another without its approval. A low share price makes it easier for an outside bidder to quietly acquire a controlling stake. Buybacks raise the share price, increasing the price an external bidder would need to offer.

Also, you can strategically target shareholders during the buyback to leave more ownership among investors you know won’t sell.

Take insurance giant Aviva, for example. In mid-2024, facing takeover rumours, it announced a £300 million buyback alongside higher dividends. The message? “We’re doing just fine — and we’re not for sale.”

💸 To return value to shareholders: A company can give money back to investors by issuing dividends. But buybacks offer another alternative to do it — and they’re more flexible.

• Shareholders who sell their shares back to the company get an immediate cash return.

• Shareholders who hold onto their shares benefit from the resulting increase in share price, since their ownership stake (as a percentage of the company) has just increased.

This is most useful when the company doesn’t want to commit to regular dividend payments.

How do law firms get involved?

Buybacks have a lot of technical legal elements — and if a company gets any of them wrong, the whole transaction can be void.

Here are the 6 legal steps involved:

🏛 Step 1: Check the company’s Articles of Association

The company’s Articles of Association are like its internal rulebook. Lawyers check whether they allow buybacks.

• If buybacks are not allowed, lawyers rewrite the Articles and help the company get shareholder approval to make changes.

• This usually needs a special resolution — a formal vote where 75% of shareholders must agree.

📊 Step 2: Review the share capital

UK law says a company can’t buy back all its shares — there must be at least one non-redeemable share left (a share that the company can’t just take back later).

• Lawyers review what types of shares the company has.

• If needed, they’ll advise creating a new class of shares to follow the law.

✍️ Step 3: Draft the buyback contract

Like any other sale, a buyback needs a formal contract between the company and the shareholder selling the shares.

• Lawyers write this agreement, setting out how many shares, at what price, and what kind.

• They also flag any regulatory or tax issues, like stamp duty (a tax paid on certain share purchases) or insider trading risks.

🗳 Step 4: Get shareholder sign-off

Before the company can buy back the shares, most shareholders need to approve the deal.

• Lawyers draft the meeting notice and resolution.

• They make sure everything follows legal rules — like giving enough notice and making sure the shareholder selling their shares doesn’t vote.

• Lawyers often attend the meeting to help run it and keep accurate records.

💵 Step 5: Make the payment (in full, in cash)

Legally, the company must pay for the shares in full, and in cash, on the day of the deal — no payment plans allowed.

• Lawyers confirm the company has distributable profits (money it’s legally allowed to spend).

• If not, they guide the company through special steps to fund the buyback properly.

📑 Step 6: Handle the post-buyback admin

Once the buyback is complete, there’s still cleanup to do:

• Update the company’s register of members (its official shareholder list)

• File the right forms with Companies House (e.g. SH03 or SH06)

• Prepare and submit stamp duty paperwork to HMRC (the tax authority)

If the company keeps the shares (instead of cancelling them), they’re held as treasury shares — shares that don’t get votes or dividends, but can be re-used later.

And if the company messes any of this up?

The buyback could be declared void. The directors might face claims for breach of fiduciary duty. Worst case, it all gets uncovered during a future due diligence — tanking an investment or sale.

So, there are a lot of steps — but it’s high-stakes.

How can you use this in your applications?

Buybacks touch on different areas: corporate finance, shareholder strategy, and legal risk.

So understanding them can help you learn a lot which you could use throughout your applications or interviews.

Here are some of the most important insights to pick up on:

In the article, we’ve covered what buybacks are. But these insights go over why they matter actually to businesses and investors (plus where lawyers get involved).

IN OTHER NEWS 🗞

• 🚗 Millions of UK drivers expecting big payouts over car finance deals will get far less. The Supreme Court ruled lenders don’t owe as much as feared, saying only the worst cases — where commissions made deals clearly unfair — will count. That means expected payouts will fall from £40 billion to around £10 billion. The FCA still plans a redress scheme, but most drivers will get under £950 (and they won’t get paid until 2026).

• 💼 CMS has hit €2 billion in global revenue for the first time. Its UK arm has grown 6% to £779 million. The firm said it saw strong growth across the UK, Asia, CEE, and the Middle East — with disputes, finance, and energy teams having standout years.

• 👗 Boohoo (the clothing brand) is being criticised by suppliers and customers for not paying bills or issuing refunds on time. Some UK suppliers say they’ve been waiting months for money, while shoppers are seeing refund delays. Boohoo is trying to lock in a £175 million debt deal to help with its financial situation. The delays suggest the company’s having cash flow issues, and the silence from Boohoo isn’t helping confidence. Investors are watching closely to see if the company can steady things before problems get worse.

AROUND THE WEB 🌐

• 🏄️ Pawesome: See some dogs riding waves with their owners at the UK Dog Surfing Championship

• ⌨️ Type: A simple typing test to check your speed (my speed was 66 wpm)

• 🌿 Leafy: Explore a world map of 30,000 plant species powered by Google AI

STUFF THAT MIGHT HELP YOU 👌

• 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.