Squire Patton Boggs
22 Experts
5 Contributions by Squire Patton Boggs
PRACTICE NOTES
Cryptoassets—the basics
At its most basic, cryptoassets are a type of digital currency that uses cryptography to validate transactions conducted in that currency. Functioning without a central authority, they provide near-instant, pseudonymous transfers, operating outside the conventional banking system.
For further reading on the formation of cryptoassets, see:
Fintech—overview
Cryptoassets—overview
Practice Note: Web 3.0, digital assets and cryptoassets—essentials
Insolvency and restructuring in the context of cryptoassets
This Practice Note examines issues an insolvency professional (including an insolvency practitioner (IP)) may encounter when appointed to handle a cryptoasset-related insolvency. It does not address the position of cryptoassets within personal bankruptcy.
Although it is broadly accepted that legal and regulatory scrutiny of cryptoassets lags behind, legislators and regulators—alert to their rapid expansion and market capitalisation—are swiftly strengthening existing frameworks or crafting new regimes.
For further information, see Practice Notes:
UK regulation of
Restructuring & Insolvency
PRACTICE NOTES
THIS PRACTICE NOTE APPLIES ONLY TO DEFINED BENEFIT AND HYBRID OCCUPATIONAL PENSION SCHEMES
Purpose of admissible rules
During an assessment period, trustees must run the scheme and provide benefits to members in line with the scheme’s admissible rules, as defined in paragraph 35(2) of Schedule 7 to the Pensions Act 2004 (PeA 2004). The Pension Protection Fund (PPF) issued guidance for trustees on applying those admissible rules during the assessment period, with examples, in the Appendix to the Financial Management section of its Detailed Trustee Guidance. This material was archived when the PPF changed its website in December 2018, but it remains helpful for understanding what counts as an admissible payment. At the end of the assessment period, if the PPF takes responsibility for the scheme and the scheme enters the PPF, the PPF will provide compensation to members and their
Pensions
PRACTICE NOTES
This practice note applies only to defined benefit and hybrid occupational pension schemes
Determining normal pension age under the scheme’s admissible rules
Members’ normal pension age under the scheme’s admissible rules must be clearly and accurately identified so that:
an eligible scheme can supply the Pension Protection Fund (PPF) with an actuarial valuation of the scheme’s assets and protected liabilities at prescribed, set intervals, for the purpose of enabling the PPF to compute risk‑based pension protection levies
where the scheme is within an assessment period, the PPF can secure an actuarial valuation of the scheme’s assets and protected liabilities as at the relevant time as required
the PPF can determine the date from which compensation will be payable to an individual (and the amount of that compensation) under the pension compensation provisions of the Pensions Act 2004, s 162 and Sch 7 (PeA 2004)
For more on
Pensions
PRACTICE NOTES
THIS PRACTICE NOTE APPLIES ONLY TO DEFINED BENEFIT AND HYBRID OCCUPATIONAL PENSION SCHEMES
Typically, a scheme’s route into the PPF starts when the sponsoring employer of an eligible arrangement experiences a qualifying insolvency event. For a scheme to enter the PPF, its sponsoring employer must satisfy the statutory meaning of ‘employer’ for that purpose.
Who counts as the ‘employer’ differs according to whether:
the scheme is a single-employer scheme, or is/has been a multi-employer scheme
the scheme has active members on the date of the qualifying insolvency event
Definition of employer under section 318 of the Pensions Act 2004
Under section 318 of the Pensions Act 2004 (PeA 2004), an employer, in relation to an occupational pension scheme, is the employer of ‘persons in the description of employment to which the scheme in question relates’ (the ‘relevant
Pensions
PRACTICE NOTES
THIS PRACTICE NOTE APPLIES ONLY TO DEFINED BENEFIT AND HYBRID OCCUPATIONAL PENSION SCHEMES
What is a 'sectionalised' pension scheme?
A pension scheme can be set up in several different ways and configurations. For example, it might take the following forms:
include more than one participating employer within the same arrangement and establish distinct benefit designs for members employed by different employers
originate from earlier mergers or bulk transfers of members’ benefits arising out of corporate transactions, leaving a single sponsoring employer but retaining rules under which different groups of members receive different benefits
provide both earlier, historic defined benefits together with more recent defined contribution benefits
operate as an industry-wide arrangement that permits multiple employers to participate, each with its own section delivering benefits to its own employees
The rules of the scheme may then expressly state:
that the scheme’s assets are held and administered as one overall fund and,
Pensions
41 Contributions by Squire Patton Boggs Experts
PRACTICE NOTES
Scope of Practice Note
The Hazardous Waste (England and Wales) (Amendment) Regulations 2016, SI 2016/336, repealed Part 5 of the Hazardous Waste (England and Wales) Regulations 2005, SI 2005/894. This change abolished the obligation for any premises in England that generated hazardous waste, or arranged for its removal, to register with the Environment Agency. The duty for Welsh premises to register with Natural Resources Wales (NRW) was not altered by that revocation; accordingly, this Practice Note still focuses on the Welsh registration regime.
The List of Wastes (England) Regulations 2005, SI 2005/895, were revoked by the Hazardous Waste (Miscellaneous Amendments) Regulations 2015, SI 2015/1360, from 1 July 2015, which also amended, in England, the Hazardous Waste (England and Wales) Regulations 2005, SI 2005/894. The List of Wastes (Wales) Regulations 2005 were repealed by the Hazardous Waste (Miscellaneous Amendments) (Wales) Regulations 2015, SI
Environment
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained.
As with any employer, those who own or run licensed venues must have regard to, and apply, workplace health and safety law. Inevitably, venues offering alcohol sales or supply, regulated entertainment, and hot food or drink can give rise to health and safety risks because of the character of these activities. Such risks stem both from operational matters—for example moving and storing heavy casks, handling glassware and hot crockery, high sound levels, and densely packed areas—and from possible customer intoxication, which may heighten the chance of incidents. A broad suite of health and safety legislation already applies, assisting local authorities in reviewing these issues for licensed premises. This Practice Note aims to outline the principal legislative and policy factors. A licensing authority should consider health and safety issues when
granting a
Local Government
PRACTICE NOTES
This Practice Note offers direction on taking enforcement action within the care home sector. It explores approaches to shape the sale of an insolvent care home business with regulatory hurdles in mind and signposts risks. It also outlines considerations when preparing a sale agreement for an insolvent care home. The enforcement and sale journey for distressed care homes can be lengthy and strewn with pitfalls. Although this Practice Note points to core matters needing attention, each situation will present its own distinct challenges.
Insolvency and the care home industry—overview
Care homes provide housing and personal support for those unable to live independently. Some also deliver care from qualified nurses or specialise in serving particular groups, such as younger adults with learning disabilities. The industry as a whole has suffered significantly in recent years. Challenges persist in parts of the market, especially at the smaller end,
Restructuring & Insolvency
PRACTICE NOTES
What is a reservoir?
The Reservoirs Act 1975 (RA 1975), as amended by the Flood and Water Management Act 2010 (FWMA 2010), applies only to “large raised reservoirs”. This includes:
a large raised structure intended or used for collecting and storing water
a large, raised lake or another area capable of storing water that was created or enlarged by artificial means
A structure or area is considered “raised” if it can hold water above the natural level of any part of the surrounding land (RA 1975, s A1(2)). A raised structure or area is “large” if it can hold 25,000 cubic metres of water in England, or 10,000 cubic metres in Wales, above the natural level of any part of the surrounding land. Large raised reservoirs must be registered with the Environment Agency (EA) in England or Natural Resources Wales (NRW) in Wales. The
Environment
PRACTICE NOTES
The Licensing Act 2003 (LA 2003)
The Licensing Act 2003 (LA 2003) regulates the sale of alcohol, the provision of regulated entertainment, and provision of late night refreshment (hot food and/or hot drink served between the hours of 23.00 and 05.00 daily). For the purposes of LA 2003, performing live music amounts to regulated entertainment, subject to the conditions and exceptions described below. If live music does not count as regulated entertainment, or is exempt under LA 2003, a licence is ordinarily not required under the Act. Exemptions for live music have been introduced and expanded in recent years. In October 2012, the Live Music Act 2012 (LMA 2012) removed the licensing requirement between 08.00 and 23.00 for unamplified live music in any location (with no limit on audience numbers); and for amplified live music in on-licensed premises that are open for the supply of
Local Government
PRACTICE NOTES
This Practice Note offers hands-on guidance for those working within a local authority in England or Wales on dealing with licensing fees and levies. Local authorities may, of course, be required to administer a wide range of licences or approvals, covering licences for the sale of alcohol and the provision of regulated entertainment, as well as taxi licences, and licences for street trading.
It is not intended to give detailed advice on setting and/or recovering fees for every licensing regime; instead, it provides broad direction on the principal issues that should be taken into account. Accordingly, it is intended as a practical overview rather than a comprehensive manual for practitioners across England and Wales.
Licensing fees and levies
Licensing fees broadly fall into three distinct categories:
fees fixed by statute, which individual authorities cannot vary
fees determined locally to meet the costs of
Local Government
PRACTICE NOTES
Use of the radio spectrum in the UK, Channel Islands and Isle of Man is overseen by Ofcom under the Communications Act 2003 (CA 2003) and the Wireless Telegraphy Act 2006 (WTA 2006). This Practice Note sets out Ofcom’s roles and obligations in spectrum regulation, together with spectrum licensing and enforcement.
Ofcom’s functions and duties
In exercising its functions, Ofcom’s primary duty is to further the interests of citizens on communications matters and to further the interests of consumers in relevant markets, where appropriate by promoting competition.
The electromagnetic spectrum is the span of wavelengths or frequencies across which electromagnetic radiation extends. Among other things, that duty therefore requires Ofcom to secure the optimal use of the electromagnetic spectrum for wireless telegraphy.
When performing its tasks, Ofcom must, in all cases, have regard to the principles of transparency, accountability,
TMT
PRACTICE NOTES
Offshore employment intermediaries—income tax provisions
This Practice Note sets out the income tax rules relevant to offshore employment intermediaries. It includes an outline of the position before and after the amendments brought in by the Finance Act 2014 (FA 2014), together with practical points to consider. The offshore employment intermediaries regime applies where an offshore intermediary entity is used to arrange the provision of services by UK workers. The rules are primarily designed to ensure that employment taxes—National Insurance contributions (NICs)—are accounted for when offshore employers engage UK workers who ultimately perform work for companies based in the UK. For the treatment of onshore employment intermediaries, see Practice Notes: Onshore employment intermediaries—income tax provisions and Onshore employment intermediaries—key practical considerations...
Tax
PRACTICE NOTES
It is routine for employees, particularly executive directors, to receive awards over shares. A series of exemptions permits these grants to be made without infringing the Financial Services and Markets Act 2000 (FSMA 2000). By contrast, providing share awards to people who are not employees, such as non-executive directors, is more complex because several of those carve-outs do not apply...
This Practice Note highlights the FSMA 2000 considerations when granting share awards or options to non-employees and maps out potential ways through each. As the most suitable route turns on the facts of the case, it is for the practitioner to determine whether, in their situation, the proposal might fall outside the scope of the relevant prohibition. For guidance on other, non-FSMA 2000 matters arising when granting such awards to non-executive directors, see Practice Note: Shares for non-executive
Share Incentives
PRACTICE NOTES
The Environmental Permitting (England and Wales) Regulations 2016 (EPR 2016), SI 2016/1154 bring together and replace the Environmental Permitting (England and Wales) Regulations 2010 (EPR 2010), SI 2010/675. EPR 2016 is the principal legislation setting the framework for environmental permitting and compliance across multiple sectors. Small waste incineration plants (SWIP) are included under EPR 2016, SI 2016/1154, Sch 13.
Requirement for an environmental permit
Permits are required for specified operations that may pose a risk to the environment or human health. Unless specifically excluded, small waste incineration and co-incineration activities must hold an environmental permit. Under EPR 2016, SI 2016/1154 it is an offence to:
operate a regulated facility, or knowingly cause or allow the operation of a regulated facility, without an environmental permit; or
cause or knowingly permit a water discharge activity or a groundwater
Environment
PRACTICE NOTES
Applications for consent
Application process
Owners or occupiers of trade premises intending to release trade effluent to a sewerage undertaker’s public sewer must apply by serving a trade effluent notice on that undertaker, in line with section 119 of the Water Industry Act 1991 (WIA 1991). Water and sewerage undertakers supply application forms, with many offering online submission and guidance to steer applicants through the steps. Note that this differs from the environmental permit required by regulators for discharges to watercourses. See Practice Note: Trade effluent consents and agreements—when are they required? for further information on when to seek a trade effluent consent. With some undertakers (for example, Thames Water), the process typically begins with initial enquiries by the applicant, after which the undertaker seeks additional information and supporting documents. Once received, the undertaker will assess the material provided and will either refuse consent or grant it,
Environment
PRACTICE NOTES
Introduction
When moving hazardous goods, various international requirements must be observed relating to how consignments are packaged, labelled and transported, including how items are prepared, marked and moved. There are also mandatory training obligations for everyone engaged in the transport chain and involved in carriage. These requirements span the UN Model Regulations, pan-European accords, EU directives and regulations, with matching domestic statutes that transpose and implement the international framework. Provisions differ depending on whether consignments travel by road, rail, sea or air, as appropriate. Where only limited quantities are sent, the regime can be less stringent and more flexible. The core idea is a set of shared, cross-border rules and regulations across nations, establishing common standards for carrying dangerous goods. A principal UK measure is the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009, SI 2009/1348 (as amended) (the CDG
Environment
PRACTICE NOTES
The sale of a company's business can be structured as either:
a disposal of the business assets held by the current owner, including goodwill (an asset sale); or
a sale of shares where the business is operated through a company (a share sale)
The decision between an asset sale and a share sale is driven by tax and non-tax factors. See Practice Note: Share sale or asset sale—tax considerations for a summary of the differing tax advantages and disadvantages associated with each route. This Practice Note sets out the principal tax points for the sale of assets by a corporate seller to a corporate buyer, where both are within the charge to UK corporation tax.
Where a business is transferred, the asset purchase agreement typically includes specific contractual terms to ensure, so far as practicable, that the transaction is treated as a
Tax
PRACTICE NOTES
What is land remediation relief? (LRR)
LRR provides corporation tax relief on expenditure incurred in remediating contaminated land or in bringing derelict sites back into use. In 2009, the regime was broadened to address market failure by returning long-term derelict land to use, bringing such sites back into use. An incentive applies where land, whose development has been affected by various kinds of continuing dereliction, is brought back into productive use. The extension was intended to correct market failure by encouraging activity on sites blighted by ongoing dereliction. The relief was at risk of being discontinued after 2012; however, the 2012 Budget confirmed it would continue.
The October 2024 HM Treasury Corporate Tax Roadmap, published alongside Autumn Budget 2024, notes the new Labour government’s commitment to a brownfield-first approach, prioritising the development of previously used land wherever possible. Given the time since the last review of LRR, and the
Environment
PRACTICE NOTES
Onshore employment intermediaries—income tax provisions
This Practice Note outlines the income tax rules relevant to onshore employment intermediaries. For further details of the practical considerations, refer to Practice Note: Onshore employment intermediaries—key practical considerations. These onshore employment intermediary provisions broadly apply where an onshore intermediary entity is interposed to arrange the supply of a worker’s services under the legislation. The regime is broadly designed to prevent genuine employment being artificially presented as self-employment to cut employment taxes, in particular National Insurance contributions (NICs). For the income tax framework that applies to offshore employment intermediaries, see Practice Note: Offshore employment intermediaries—income tax provisions and key practical considerations...
Tax
PRACTICE NOTES
The onshore employment intermediaries legislation generally applies where an onshore intermediary is engaged to arrange the supply of a worker’s services. Its purpose is to prevent real employment being misrepresented as self-employment to cut employment taxes—especially National Insurance contributions (NICs)—and to avoid costs linked to statutory employment rights. For a fuller explanation, see Practice Note: Onshore employment intermediaries—income tax provisions. That Practice Note focuses on the practical aspects of the rules.
Onshore employment intermediaries
The consultation leading up to the 2014 launch of the onshore intermediaries rules exposed a range of issues with the definition and application of ‘supervision, direction or control’ within the amended legislation. Following that feedback, HMRC made limited revisions while the provisions were in draft and has also released guidance on the crucial phrase ‘supervision, direction or control’...
Tax
PRACTICE NOTES
This practice note concerns defined benefit occupational pension schemes.
What is a section 75 debt?
Sections 75 and 75A of the Pensions Act 1995 aim to ensure defined benefit occupational pension schemes are properly funded on wind-up, or when the sponsoring employer goes into liquidation. In a multi-employer arrangement, a liability also arises for any employer that stops employing active members while another employer still has at least one active member (an ‘employment cessation event’), even though neither the scheme nor the exiting employer is being wound up.
For further detail on when section 75 debts arise and how they are assessed, see the following Practice Notes:
How to deal with a section 75 debt—an introduction
When is a section 75 debt triggered?
Calculating a section 75 debt
What is the tax treatment of a section 75 debt?
When a section 75 debt is payable, the key tax question is whether the payer can
Pensions
PRACTICE NOTES
The Hazardous Waste (England and Wales) (Amendment) Regulations 2016, SI 2016/336, revoked Part 5 of the Hazardous Waste (England and Wales) Regulations 2005, SI 2005/894, thereby removing the need for any premises in England that produced or had hazardous waste removed to register with the Environment Agency (EA). The obligation for premises in Wales to register with Natural Resources Wales (NRW) was not altered by this change and, therefore, this Practice Note chiefly covers the registration requirements in Wales.
What is hazardous waste?
Almost every business will create some hazardous waste. Typical examples include:
solvents, eg aerosols, paint remover
chemicals, eg printer toner
batteries
refrigerators containing ozone-depleting substances
asbestos
Waste is generally considered hazardous if it, or the substances within it, are harmful to human health or the environment. The definition of waste refers to Directive 2008/98/EC (the Waste
Environment
PRACTICE NOTES
Reform to the waste carrier, broker and dealer system
The 2018 Independent Review into Serious and Organised Crime in the Waste Sector revealed that waste is increasingly handled by multiple, often unclear, intermediaries. It advised overhauling registration and duty of care obligations for carriers, brokers and dealers, including for hazardous waste. In its Resources and Waste Strategy, the government outlined how it would address waste crime, aiming to strengthen the transport, management and description of waste by reforming current regulations, and to stop illegal practices being masked by waste exemptions through changes to the existing regime. Through the Environment Act 2021, the government proposed a comprehensive upgrade to waste record keeping, introducing a digital waste tracking system and replacing registration with a permit-based system, to improve background checks and bring in a technical competency requirement. In 2022, the government launched a
Environment
PRACTICE NOTES
Compliance
All carriers must:
The following obligations apply:
register with the Environment Agency in England and with Natural Resources Wales in Wales, as applicable
present authorisation (for example, a registration certificate) promptly when asked
avoid transporting controlled waste unless properly registered, unless operating as an exempt carrier
provide relevant information requested by the regulator
update registration details within 28 days of any change
These duties are required.
Brokers and dealers are required to:
register with the Environment Agency (EA) in England and Natural Resources Wales (NRW) in Wales
amend registration information within 28 days when any changes occur
Enforcement Carriers
The EA in England and NRW in Wales enforce a carrier’s duties under the Control of Pollution (Amendment) Act 1989 (CP(A)A 1989) and the Waste (England and Wales) Regulations 2011, SI 2011/988. Under CP(A)A 1989, local authorities, acting as the waste
Environment
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