Addleshaw Goddard
32 Experts
3 Contributions by Addleshaw Goddard
PRACTICE NOTES
This Practice Note aims to outline the principal distinctions between Scots law and English law concerning the creation of fixed security over land and buildings. These differences extend from the forms of security that can be taken over real property, to the ways in which such security is perfected and the significance of those perfection requirements. For broader guidance on taking security over land and, in particular, the position in England and Wales, see Practice Note: Taking security over land.
Land and buildings
A helpful place to begin is by considering what is meant by land and buildings for the purposes of fixed security. Under Scots law, a standard security can be taken as fixed security over property owned outright (heritable property) or property held under a lease. For leasehold property, a lease for a term of 20 years or less cannot be
Banking & Finance
PRACTICE NOTES
What is smart metering?
For an introduction to smart meters, see also Practice Note: What is a smart meter? In Great Britain, licensed electricity and gas suppliers are required under their supply licences to take all reasonable steps to roll out smart meters to domestic and small business customers. The programme is expected to lower customers’ energy bills, boost energy efficiency, and make it simpler to switch energy supplier. The UK government views smart metering as a crucial instrument for a low‑carbon economy, reaching net zero emissions by 2050, and realising ambitions for an affordable, secure and sustainable energy supply chain.
The smart meter roll‑out has been extended on several occasions since the Electricity Act 1989 and Gas Act 1986 were amended to place duties on licensed suppliers to complete it. There have also been multiple reviews and publications on progress, including National Audit Office
Energy
PRACTICE NOTES
Requirement to transfer offshore transmission assets
For further practical guidance on key legal issues in the wind sector, see also the following resources:
Wind: Projects and Transactions
Collinson and Hockman on Energy Law: Regulating, Consenting and Incentivising the Energy Transition (for detailed commentary on the regulation, consenting and incentivisation of the net zero energy transition under the laws of England and Wales)
That textbook offers in-depth analysis of matters discussed in this Practice Note.
Why are generators required to transfer offshore transmission assets?
An offshore wind farm depends on its link to the onshore electricity grid via offshore electricity transmission assets. Under the regime for projects in Britain’s territorial waters, generators may choose for a separate offshore transmission owner (OFTO) to build these transmission assets; nevertheless, to date, UK offshore wind generators have undertaken the construction themselves (commonly termed Generator Build). However,
Energy
51 Contributions by Addleshaw Goddard Experts
PRACTICE NOTES
What are biogas and biomethane and how are they produced?
Biogas is a blend of methane and carbon dioxide formed when organic material breaks down through anaerobic digestion. It is chemically the same as fossil gas as both originate from the same matter, though it is produced differently—and the process can be more renewable and sustainable than fossil fuel gases. Biomethane is created by upgrading and purifying biogas, allowing it to be used as a fuel that can be transported and used in homes. It can be moved using the existing infrastructure for fossil gas, i.e. the gas grid.
Uses of biomethane
Although this note mainly focuses on gas to grid projects (i.e. transporting biomethane on the natural gas grid), there are other applications for biogas and/or biomethane.
Heat
Biogas can be burnt to produce heat. The energy generated can maintain the digester’s temperature and warm nearby
Energy
PRACTICE NOTES
Interpreting the social care framework in Part 1
This Practice Note explains the framework governing local authority responsibilities for arranging and funding social care in England as established by the Care Act 2014 (CA 2014). It addresses the overarching duties that significantly shape local authorities’ wider obligations regarding the commissioning of health and social care services.
CA 2014, Pt 1 delineates the scheme of local authority duties for the organisation and financing of social care. It sets out a series of general duties that materially influence local authorities’ broader obligations concerning the commissioning of health and social care provision. Those overarching duties markedly affect authorities’ overall obligations for commissioning health and social care.
This Practice Note concentrates on the principal requirements of CA 2014, Pt 1.
For the purposes of this Practice Note, ‘local authority’ denotes a county council in England, a district council for an area in
Local Government
PRACTICE NOTES
The impact of capital reorganisations, takeovers and demergers on awards made under a share incentive plan (SIP)
The consequences for SIP awards of capital reorganisations, takeovers and demergers are more intricate than for other tax-advantaged arrangements, because participants hold shares (through the SIP trustees) rather than options. For option schemes, a share capital reorganisation that does not involve a takeover generally has little or no substantive impact on outstanding options, given the limited movement in the company’s share price, or the economic value can be kept whole by altering the number of option shares and the exercise price. By contrast, with SIP awards the trustees will typically need to act, and may in turn seek instructions from participants. There are also specific provisions on the types of assets that may remain within the SIP after a
Share Incentives
PRACTICE NOTES
STOP PRESS:
From 24 February 2025, the core elements of the Procurement Act 2023 (PA 2023) now apply. Any procurement launched on or after this date must proceed under PA 2023, while procurements initiated under earlier regimes (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be run and overseen in line with those rules. See Practice Note: Introduction to the Procurement Act 2023—PA 2023.
PCR 2015 as assimilated law
PCR 2015 are EU-derived domestic rules and therefore constitute assimilated law under sections 2 and 6 of the European Union (Withdrawal) Act 2018. For practical guidance on the standing and construction of assimilated law, see Practice Note: Assimilated law.
Public procurement in the UK
Public procurement concerns public bodies buying goods, works or services. Specific rules govern these
Local Government
PRACTICE NOTES
This Practice Note
This Practice Note sets out a range of local authority strategic roles concerning health and social care services, covering obligations to discharge the following duties:
establish and run Health and Wellbeing Boards (HWBs) for health and social care
establish Local Healthwatch organisations to speak for people who use health and social care
examine and oversee health services across their areas
put in place processes for complaints from health service users and feedback handling
create an Integrated Care Partnership (ICP) with the Integrated Care Board (ICB) whose footprint aligns wholly or partly with the local authority area
draw up an integrated care strategy setting out how local needs will be addressed through the functions of the ICB in the area, NHS England, or the pertinent local authorities
Note: on 13 March 2025, the Health Secretary stated that NHS England would be abolished, with many functions returning to the
Local Government
PRACTICE NOTES
This Practice Note sets out the legal obligations placed on local authorities in relation to health services under the Health and Social Care Act 2012 (HSCA 2012). It outlines local authorities’ responsibilities regarding:
the range of services they are obliged to commission or arrange,
duties to encourage integration of services across local authority and NHS borders
NB :
On 13 March 2025, the Health Secretary announced that NHS England would be abolished, with many of its functions returning to the Department of Health and Social Care over the next two years. The reforms will reverse the 2012 reorganisation of the NHS but will take time to implement. They may well affect the arrangements set out in this note...
Local Government
PRACTICE NOTES
R&I spotlight on environmental law
What are the main laws and regulations governing this area?
There are three principal sources of environmental law that an insolvency practitioner (IP) should understand and which may give rise to personal liability for the IP. These are:
contaminated land legislation (the Contaminated Land Regime)
other regulatory regimes (expanded below)
third party civil claims
Contaminated Land Regime
Local authorities have obligations under Part IIA of the Environmental Protection Act 1990 (EPA 1990) to:
inspect their areas for contamination
identify land as contaminated
require clean-up where appropriate
Where contaminated land is determined, the initial duty to remediate falls on Class A persons. These include:
the original or later polluter—Class A ‘causers’
anyone who knowingly allows contamination—Class A ‘knowing permitters’ (ie a person aware of contamination, able to act, but failing to do so—for example, an IP who knows oil
Restructuring & Insolvency
PRACTICE NOTES
Background
One of the core tenets of an effective insolvency regime is that an insolvency practitioner (described in this Practice Note as an ‘IP’) may examine the conduct of the insolvent party (described in this Practice Note as the ‘Debtor’) in the period preceding insolvency, to determine whether earlier transactions have improperly disadvantaged the valid claims of creditors by reason of antecedent dealings. For instance, a Debtor facing financial distress might have disposed of particular assets at undervalue to generate quick cash in the short term. Yet, by doing so (and effectively placing those assets beyond creditors’ reach) the Debtor may have weakened creditors’ prospects of recovery and nullified any security they held over those assets (for example, a floating charge), rendering it redundant. Although an IP will, for the most part, be focussed on a snapshot of the Debtor’s assets and
Property
PRACTICE NOTES
What does this Practice Note cover?
Green bonds are a natural financing route for issuers with a funding or refinancing need for a green project. An issuer that plans to deploy the proceeds towards environmentally friendly programmes—for instance, lowering the carbon footprint or waste arising from day‑to‑day business—can access the market and also demonstrate its commitment to sustainability. Green bonds can appeal to both issuers and investors when the ecological objectives and commercial considerations are properly balanced. This Practice Note covers:
What are green bonds?
Types of green bonds
Green Bond Principles
Assurance
How green is green?
Market developments
Next frontier and trends
For the latest news and key developments in sustainable finance (including green bonds), see Practice Notes: Sustainable finance—recent news and Sustainable finance and ESG—timeline.
What are green bonds?
Green bonds are debt issuances in which the
Banking & Finance
PRACTICE NOTES
For further general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? For more background on save as you earn (SAYE) schemes, see Practice Note: How SAYE schemes work and key features.
Legislation governing SIPs and SAYE schemes—self-certification, registration and filing requirements
The statutory framework for SIPs and SAYE schemes is set out in separate schedules to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), with ITEPA 2003, Sch 2 applying to SIPs and ITEPA 2003, Sch 3 applying to SAYE schemes. Throughout this Practice Note, these are referred to as ‘Schedule 2’ or ‘Schedule 3’, as relevant—or as ‘the applicable schedule of ITEPA 2003’.
The rules governing self-certification, registration and filing for SIPs and SAYE are located in:
ITEPA 2003, Sch 2 Pt 10, paras 81A–81K, for SIPs, and
ITEPA 2003, Sch 3 Pt 8, paras
Share Incentives
PRACTICE NOTES
Company and business (or trading) names are governed, respectively, by the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and the Registration of Business Names Act 1963 (Ireland) (RBNA 1963 (IRL)). This Practice Note outlines the main requirements concerning the names and business names of a private company limited by shares (LTD). For information on the rules for displaying a company’s name and other registration particulars at its premises and on its business stationery and other documents, see Practice Note: Ireland-Trading disclosures of a private company limited by shares (LTD). Choosing a company name/company name restrictions Selecting a company name, whether on incorporation or after a subsequent change, is subject to a range of requirements and limitations, including: An LTD’s name must end with either ‘limited’ or the Irish-language equivalent ‘teoranta’, and the abbreviations ‘ltd.’ or ‘teo.’ may be used The name must not be
Ireland - Corporate
PRACTICE NOTES
What is a company? A company is a distinct legal person, separate from its members. Its members own it, while its directors oversee its management. This organisational form is extensively utilised as a business vehicle in Ireland. There are more than 300,000 companies on the register, with about 88% being LTDs. Members own it and directors manage its affairs. It is governed by the Companies Act 2014 (Ireland) (CA 2014 (IRL)). As a business vehicle it is widely adopted; Ireland has over 300,000 registered companies, and roughly 88% of these are private companies limited by shares (LTD). Under CA 2014 (IRL), the following company types exist: LTD designated activity company (DAC) company limited by guarantee (CLG) public limited company (PLC) unlimited company investment company (which are a form of public limited company) undertaking for collective investment in transferable securities (UCIT) This Practice Note
Ireland - Corporate
PRACTICE NOTES
Requirement for a registered office A private company limited by shares (LTD) must, at all times, maintain a registered office in Ireland where all communications and notices may be sent. When applying to incorporate an LTD (Form A1), the particulars of the company’s registered office must be provided before incorporation. The registered office must be a real, physical address and cannot be a PO box, so that documents can be served and people can exercise their rights under the Companies Act 2014 (Ireland) (CA 2014 (IRL)) to inspect specified registers and documents kept at that address. Changing the registered office An LTD may change its registered office address by notifying the Companies Registration Office (CRO) on a Form B2. The company must advise the CRO within 14 days of the date the change takes effect. If an LTD does not comply with this
Ireland - Corporate
PRACTICE NOTES
The Companies Act 2014 (Ireland) (CA 2014 (IRL)) obliges Irish companies to make specified trading disclosures concerning the company’s name, share capital, directors and registered office. This Practice Note concentrates on the requirements for a private company limited by shares (LTD). Display of registered name Location Every company must show its name on the exterior of: its registered office, and any other place where it conducts business Manner of display The name must be positioned prominently, in lettering that is easy to read. Using the abbreviation ‘ltd’ for ‘limited’ or ‘teo’ for ‘teoranta’ is allowed. Disclosure of registered name in communications A company must include its name, in legible characters, on each of the following: all notices and other official publications of the company all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on
Ireland - Corporate
PRACTICE NOTES
The Insolvency (Scotland) (Receivership and Winding up) Rules 2018
The Insolvency (Scotland) (Receivership and Winding up) Rules 2018 (ISRWR 2018), SSI 2018/347, were presented to the Scottish Parliament on 14 November 2018 and took effect from 6 April 2019. As a result, these Rules altered the procedure for members’ voluntary liquidations (MVLs) in Scotland. Later, the Insolvency (Scotland) (Receivership and Winding Up) (Amendment) Rules 2021 (ISRWAR 2021), SI 2021/1025, were placed before the Scottish Parliament on 9 September 2021 and commenced on 1 October 2021. These subsequent Regulations amend the original Rules. Accordingly, this Practice Note addresses the law, procedures and practice governing Scottish MVLs from 6 April 2019 onwards, as contained in ISRWR 2018, SSI 2018/347, Part 3, and ISRWAR 2021, SI 2021/1025, Part 2.
What is an MVL?
An MVL is the procedure whereby a company’s members pass a special resolution to cease trading and
Restructuring & Insolvency
PRACTICE NOTES
What effect does insolvency have on the operation of a lease?
This Practice Note explores how insolvency influences the day-to-day operation of a lease and addresses the principal concerns that commonly emerge when an insolvency practitioner (IP) becomes involved in the landlord and tenant relationship for commercial premises...
Types of insolvency process
The relevant insolvency procedure is determined by the tenant’s location (for a corporate entity, its registered office), rather than the situs of the leased property. For the purposes of this Practice Note, it is assumed that the landlord and tenant are both based in Scotland and that Scots law governs the lease. The main formal insolvency procedures in Scotland are summarised below...
Corporate Administration
Administration offers a framework designed to enable the rescue of an insolvent company. An administrator is appointed and, while the company remains in existence, it acts through that
Property
PRACTICE NOTES
Following a series of court decisions and influential commentary, it is now widely accepted that, under English law, cryptoassets are neither things in possession nor things in action; instead, they comprise a distinct third form of property as data objects. The Proceeds of Crime Act 2002 (POCA 2002) establishes, in broad terms, two routes for the realisation of criminal proceeds:
a conviction-based restraint and confiscation regime under POCA 2002, Pt 2, criminal in character and largely managed by the criminal courts under the Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909; and
a non-conviction based asset recovery regime under POCA 2002, Pt 5, operating within the civil jurisdiction.
In England and Wales, at a high level, this results in:
proceedings before the magistrates’ court, in its civil jurisdiction, for the freezing and forfeiture of (i) cash, (ii) high value personal
Corporate Crime
PRACTICE NOTES
This Practice Note addresses the initiation of creditors’ voluntary liquidations (CVLs) as provided in Part IV of the Insolvency Act 1986 (IA 1986) and the Insolvency (Scotland) (Receivership and Winding up) Rules 2018 (ISRWUP Rules 2018), SSI 2018/347, r 4.1 (Part 4). It excludes the commencement of members’ voluntary liquidations (MVLs) in Scotland and does not deal with the relevant law, procedure and practice after a CVL has begun and been approved by creditors, through to exit and dissolution.
Scottish Insolvency Rules 2018
The Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018, SI 2018/1082, and the ISRWUP Rules 2018, SSI 2018/347 (together, the ‘2018 Rules’), took effect on 6 April 2019. This Practice Note has been revised to reflect the operation of the 2018 Rules. It does not consider any transitional provision, on the basis that few cases are expected to remain to which such
Restructuring & Insolvency
PRACTICE NOTES
This Practice Note addresses insolvent partnerships and limited partnerships in Scotland, by which is meant—for the purposes of this Practice Note—Scottish Partnerships comprising:
ordinary partnerships with their main place of business in Scotland; and
limited partnerships entered on the Companies House register in Scotland as a Scottish LP (SLP).
This Practice Note does not extend to limited liability partnerships (LLPs) registered in Scotland, which are dealt with in the same manner as companies for corporate insolvency purposes. However, insolvencies of Scottish LLPs continue to be governed by the Insolvency (Scotland) Rules 1986, SI 1986/1915. Consequently, the relevant 1986 prescribed forms still apply when handling Scottish LLPs, rather than prescribed content under the applicable 2018 Scottish rules used for corporate insolvencies (for more information, see Practice Notes on Scottish compulsory liquidation: Scotland: compulsory liquidation, Scottish creditors' voluntary liquidation: Scotland: process to enter
Restructuring & Insolvency
PRACTICE NOTES
This Practice Note offers an introduction to the HMRC tax-advantaged Share Incentive Plan (SIP). It summarises:
the categories of award available under a SIP
the principal requirements that must be met to operate a SIP
the documentation likely to be needed in relation to a SIP, and
the tax treatment for both the employee and the employer
Background to a SIP
The SIP enables employees to obtain shares in their employer, or a parent company of the employer, in a tax-efficient manner. The legislative framework for the SIP is primarily set out in:
Schedule 2 to the Income tax (Earnings and Pensions) Act 2003 (ITEPA 2003), which explains how a SIP may operate and the key conditions that must be met for it to qualify as a ‘Schedule 2 SIP’
ITEPA 2003, Pt 7 Ch 6 (ITEPA 2003, ss
Share Incentives
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