Legal Checklists

Existence and validity of trusts Provincial Equity Finance Ltd v Dines (née Breda) [2023] EWHC 103 ( Ch) News Analysis: A literary epigraph—‘ By prosperous voyages I often made… and the great care of goods at random left’—introduces a consideration of resulting trusts and the scope of express trusts. The decision underscores the practical obstacles in proving a resulting trust where a disorganised deceased ran bank accounts for mixed ends, and confirms that an express trust can override the presumption of a resulting trust even if the contributor of funds is not a party to the express trust. Author: Nicholas Holland, Mc Dermott Will & Emery UK LLP Jurisdiction: England & Wales Attorney General v Zedra Fiduciary Services ( UK) Ltd and others...

What this checklist covers This checklist identifies the principal matters a solicitor advising a first time issuer should review and, where appropriate, propose amendments to when considering an English law trust deed for a debt securities issue. It applies to trust deeds for both secured and unsecured debt securities. It should be read alongside Practice Note: Trust deed—first time issuer's guide, which explains: the advantages and disadvantages of appointing trustees in debt capital markets transactions and the nature of the relationship between an issuer and a trustee, and the practical aspects of the main provisions commonly included in trust deeds for debt capital markets transactions Although the terms and conditions of the debt securities being issued will be set out in an annex to the trust deed, this checklist does not cover terms and...

Is land contamination an issue? According to the Law Society’s practice note on contaminated land, solicitors ought to assess potential contamination in every conveyancing matter they handle. It explains that, while only a minority of deals will be materially affected, practitioners must remain alert to possible environmental liabilities and think carefully about the enquiries and specialist support their clients might need—see Practice Note: Land contamination— Law Society practice note on contaminated land. Notably, the note summarises the contaminated land framework set out in Part IIA of the Environmental Protection Act 1990 ( EPA 1990), including a concise explanation of who bears responsibility for remediation of contaminated land. Beyond clean-up obligations imposed under the EPA 1990, Pt IIA, contamination can also give rise to the following liabilities: clean-up duties under other regulatory schemes, eg environmental damage, works notices, or environmental permitting...

How to use this Checklist This Checklist flags common matters that arise when negotiating and drafting agreements to transfer intellectual property rights ( IPRs) in a website. Many of the same points are also pertinent to other types of transaction. Key commercial considerations technical and functional requirements defining the relevant IPRs any cross‑licensing arrangements the terms underpinning the transfer of rights rights held by third parties Use the third column to capture observations or remarks as you work through the Checklist. Checklist for the transfer of intellectual property rights in a website &x2610; Verify each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. &x2610; Confirm when the transfer becomes effective and whether it is contingent on any other agreements or events. &x2610; Confirm if the deal is a one‑off...

To view or download in PDF format, click the link below: Select the link beneath to open or save the PDF...

The decision to trade on Trading on cannot be determined by an insolvency practitioner ( IP) in isolation. Before proceeding, commitment to continue trading must be secured from all parties who need to participate. customers — must agree to keep buying from the company suppliers — must agree to keep supplying the company employees — must agree to continue performing their duties for the company potential purchasers — essential, as without a buyer ongoing trade is unlikely to deliver improved realisations The checklist below highlights the core areas an IP should concentrate on when trading a business. From day one of a trading assignment, strong communication and firm control are critical. Four watchwords apply the moment an IP takes charge: control — determine the location of all assets and premises secure — change locks, alarm codes and...

How to use this Checklist This Checklist sets out the main terms usually seen in a trade mark licence. Use it as a prompt when drafting, reviewing or negotiating trade mark licences. For detail on the legal framework and any required formalities, see Practice Note: Licensing intellectual property rights. For practical guidance on preparing a trade mark licence, see Practice Note: Drafting a trade mark licence—a practical guide. The Checklist can also be tailored as heads of terms to capture key points agreed while a formal trade mark licence is being negotiated. For advice on this approach, see Precedent: Heads of terms—commercial contracts... Checklist schedule for proposed trade mark licence Points to consider Further information Notes (if any) ( A) Key commercial considerations Parties — Confirm which entities will be party to the...

This Checklist pinpoints the principal provisions commonly found in a trade mark coexistence agreement. It may serve as a prompt for matters to address when preparing, assessing, or negotiating these arrangements. It can be relied upon as a list of points to review at drafting stage, during review, and throughout negotiations and sign-off process. It may equally be tailored as heads of terms to capture core positions whilst a full trade mark coexistence agreement is finalised. For help on doing so, see Precedent: Heads of terms—commercial contracts. For a model coexistence agreement, see Precedent: Trade mark coexistence agreement. For further detail on factors to weigh when drafting a coexistence agreement, see Practice Notes: Trade mark coexistence agreements and Negotiation guide—trade mark coexistence agreement. Checklist Points to consider Further information Notes (if any) ( A) Key commercial...

How to use this Checklist This Checklist pinpoints common matters that arise when negotiating and drafting the following agreements: Trade mark assignment (pro-assignor) Trade mark assignment (pro-assignee) For more detail on the legal basis for assigning trade marks and the formalities required, see Practice Note: Assigning intellectual property rights. It can also be repurposed as heads of terms to capture headline agreed points while a formal trade mark assignment is being finalised. For guidance on this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed trade mark assignment Checklist, further details, notes (if any) Key commercial considerations ☐ Parties Verify which entities will be party to the agreement—specify the current owner of the trade marks (ie the assignor) and the entity to whom they will be transferred (ie the assignee). Also confirm each party’s legal status and whether any third parties (such as group...

Many documents must be prepared and signed off with the project team on the majority of construction schemes. This table serves as a practical tool to monitor those documents throughout the full programme and effectively support reporting back to the client......

Sub-contractors Sub-contractors are often obliged to issue collateral warranties to the employer, typically incorporating step-in rights, and also to other project stakeholders in the construction scheme such as lenders, buyers and occupiers. As an alternative, third party rights can be relied on. Refer to Practice Notes: Third party interests in construction projects, What are collateral warranties? and The Contracts ( Rights of Third Parties) Act 1999 in construction contracts here......

When a construction scheme involves third party stakeholders, it is usual for the delivery team to grant collateral warranties or confer third party rights benefiting those parties (refer to Practice Notes: Third party interests in construction projects, What are collateral warranties? and The Contracts ( Rights of Third Parties) Act 1999 in construction contracts for further guidance)......

This is an illustrative timetable for a takeover structured as a scheme of arrangement. It sets out the typical stages of a scheme, spanning the necessary court procedures and the obligations arising under the City Code on Takeovers and Mergers (the Code). In broad terms, it captures each step required in a standard scheme process. For schemes, Rule 31 of the Code, which governs the timing of an offer, does not apply; instead, timing matters are addressed principally in Section 3 of Appendix 7 to the Code. Because the court process must be accommodated, the Takeover Panel ( Panel) permits greater flexibility on the scheme timetable than on an offer. Even so, the Code imposes certain constraints on the scheduling of a scheme, including: where the offeror’s firm intention announcement contains a statement from the offeree board that it intends to recommend the scheme, the scheme...

This archived timetable sets out the principal steps for a recommended offer announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For additional examples of takeover timetables, see: Timetable—hostile offer—before 5 July 2021 Timetable—recommended offer Timetable—hostile offer Timetable—scheme of arrangement Changes to the offer timetable On 31 March 2021, the Takeover Panel (the Panel) issued a response statement confirming it would implement amendments to the Code concerning the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers announced on or after 5 July 2021 (the implementation date), except where applying it would give the amendments retrospective effect. Any live firm offers that span the implementation date, and any offers announced on or after that date which compete with such ongoing offers, remain governed by the unamended provisions of the...

This document sets out a comprehensive timetable for a recommended takeover offer, prepared by reference to the provisions of the City Code on Takeovers and Mergers ( Code) and applicable statutory rules. It traces the process from the stages before a firm intention to make an offer is announced (a Rule 2.7 announcement) through to the completion of any 'squeeze-out' procedure. For other examples of takeover timetables, see: Timetable—hostile offer Timetable—scheme of arrangement Public company takeovers quiz Part 3 of our public company takeovers quiz features multiple-choice questions that assess users' knowledge of the offer timetable for takeover transactions. After each question, the correct answer is shown together with feedback and links to relevant materials. The quiz is designed for private practice lawyers, in-house counsel, corporate finance professionals and other parties involved in takeover transactions. For further details, see Practice Note: Public company takeovers quiz— Part 3......

This archived timetable covers the key steps on a hostile offer that is announced before 5 July 2021 It has not been updated following the Code’s July 2021 overhaul. For additional illustrations of takeover timetables, consult: Timetable—recommended offer—before 5 July 2021 Timetable—recommended offer Timetable—hostile offer Timetable—scheme of arrangement On 31 March 2021, the Takeover Panel ( Panel) issued a response statement confirming it would press ahead with changes to the Code concerning how offer conditions are handled and the sequencing of the offer timetable. The revised Code applies to any firm offer announced on or after 5 July 2021 (the implementation date), save where applying it would create a retrospective effect. Firm offers already in progress that bridge the implementation date—and any offers announced on or after that date which compete with those ongoing offers—remain governed by the pre-amendment provisions of the Code. Appendix D of the...

This document sets out a comprehensive timetable for a hostile takeover offer. It has been prepared with reference to the provisions of the City Code on Takeovers and Mergers ( Code) and the relevant statutory rules. The timetable maps the steps from the lead‑up to the announcement of a firm intention to make an offer (a Rule 2.7 announcement) through to the completion of any squeeze‑out procedure. The schedule can change: for example, document preparation may conclude sooner than expected, or the arrival of a rival offeror may cause the timetable to default to that of the competing offeror. For other illustrations of timetables used in takeover transactions, see: Timetable—recommended offer Timetable—scheme of arrangement Public company takeovers quiz Part 3 of our public company takeovers quiz contains multiple‑choice questions that test users’ knowledge of the new offer timetable for takeover transactions. After each question, the correct answer is shown...

From 6 April 2011, a stricter penalties framework has applied to an individual’s tax position where non-compliance involves an offshore matter or an offshore transfer. The operative dates for the different penalties, sanctions and criminal offence measures relating to offshore tax matters are as follows: Operative date 6 April 2011 — Section 35 and Schedule 10 to the Finance Act 2010 ( FA 2010), together with the Finance Act 2010, Schedule 10 ( Appointed Days and Transitional Provisions) Order 2011, SI 2011/975 — Offshore-focused penalties introduced for inaccuracies on returns, failures to notify and failures to submit returns for any tax year beginning on or after 6 April 2011 for the purposes of income tax and capital gains tax ( CGT). See Practice Note: Penalties for offshore tax non-compliance— Scope of offshore penalties regime 27 March 2015 — Section 121 and...

This checklist sets out the general limitation periods for personal injury and clinical negligence claims, and notes the categories of claims that depart from the standard time limits. Practitioners should remain alert to personal injury matters to which the Limitation Act 1980 ( LA 1980) does not apply. For those claims, refer to: Exceptions to the general rule mentioned below... The general rule Under the LA 1980, the default limitation periods in the great majority of personal injury and clinical negligence claims are as follows: Type of claim Time limit When does limitation begin to run? Is there discretion to extend time?...

FORTHCOMING CHANGE related to Making Tax Digital Under the government’s wider MTD programme, and subject to limited exceptions and deferrals, sole traders and landlords will need to provide quarterly digital updates to HMRC using compatible software. Phased entry depends on income: Above £50,000 from April 2026 Above £30,000 from April 2027 Above £20,000 from April 2028 At Budget 2025, the government confirmed legislation in Finance Bill 2026 to take effect from 1 April 2026, clarifying scope and introducing powers to regulate end‑of‑year returns. A consultation from 12 November 2020 to 5 March 2021 considered extending MTD to corporation tax—voluntary from 2024 and mandatory not before 2026—but this did not proceed. In its 21 July 2025 Transformation Roadmap, HMRC stated it will not introduce MTD for corporation tax. The 2020 ten‑year roadmap for digitalising tax administration provides further background. MTD for VAT has applied to all...