Agreed form meaning

More than 150 jurisdictions operate merger control, or regimes akin to it. Within these systems, competition regulators may prohibit a deal entirely, or approve it subject to remedies, whether agreed or imposed. This Checklist sets out practical points to bear in mind when managing filing obligations across multiple jurisdictions. For overviews of merger control rules in every jurisdiction, see MJ merger grid—jurisdiction and MJ merger grid—procedure. For distilled takeaways, consult Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls. It also flags issues commonly seen in practice. Guidance is provided in those resources. What transactions fall within merger control rules? Relevant transactions Across most regimes, including the EU, merger control captures any deal that places formerly independent undertakings under common control. Control is often defined broadly. Acquisitions of control—sole v joint control Control can rest with a single party, or be shared with one or more others: sole control: a shareholder that acquires control can take strategic decisions for the target without...

This Checklist sets out the matters to address when organising a mediation once the parties have agreed to mediate or the court has directed it. It covers three phases: arranging the mediation the period immediately before the mediation what is required at the mediation Arranging the mediation The form of mediation — Explore and agree with your client whether the session should be held in person, by phone, or ‘online’, i.e. remotely via video conferencing. See: Remote access mediation—checklist The mediator — Nominate and appoint a mediator. See Practice Note: Choosing a mediator The mediation fees / expenses — Confirm fees and expenses with the mediator; these are commonly apportioned between the parties. See Practice Note: Mediation costs—liability and recovery The mediation agreement — Settle the mediation agreement terms with the other party/parties and the mediator. See Practice Note: Organising a mediation The administrative arrangements — Arrange practical details for the mediation, including venue and...

This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive... Issue Guidance Registration of share transfers Buyer’s lawyers: Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution) Update the register of members of the target company (and any subsidiaries) Where applicable, update the people with significant control (PSC) register (CA...

The European Commission’s determination on whether buyers depend on domestic packaging suppliers, or whether the arena is EEA‑wide, will dictate if the merger triggers competition issues for regulators evaluating cross‑border supply dynamics. In earlier probes, the watchdog has increasingly suggested the market is heading clearly towards the latter as the prevailing direction of travel in recent years. Folding cartons are a form of cardboard pack used for everything from beer bottles and frozen pizzas to tobacco and medicines across consumer sectors. How straightforward the parties’ route to clearance proves could also rest on whether officials see a single cartons market, or one divided by end use and application. Ireland’s paper packaging group Smurfit Kappa and US competitor WestRock agreed last September to combine in an US$11bn transaction they say will forge a “global leader in sustainable packaging.” They have not yet filed with the Commission, but have indicated they expect to close in the second quarter of this year. When unveiling the tie‑up last year, the firms called it “geographically...

In this issue: Status and worker categories Employment tribunal equality claims Whistleblowing Individual rights arising from union membership Confidentiality, duties and restrictions: enforcement Employment tribunals Employment Appeal Tribunal Pensions LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Dates for your diary Trackers Status and worker categories Food delivery companies to introduce right to work checks for substitute drivers The Home Office has stated that, following discussions with the UK government, Deliveroo, Just Eat and Uber Eats plan to curb misuse of driver account sharing by their drivers. Each platform has agreed to implement new procedures enabling verification that any substitute couriers have permission to work in the UK. All three companies have reiterated plans to roll out checks to confirm substitutes’ legal right to work. Deliveroo has already begun, adding right to work screenings for substitutes at the registration stage earlier this month. See: LNB News 30/04/2024 76. Department...

The Framework Agreement 2016 The earlier JCT Framework Agreement, issued in 2016 (FA 2016), stated it was aligned with the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102. Nevertheless, where a framework involved multiple contractors, it offered no objective method for sharing work between them. Any process for allocating work therefore had to be drafted on a bespoke basis and appended to the Framework Agreement. The Framework Agreement 2024 FA 2024 broadly reflects FA 2016 and, like the wider JCT 2024 suite, makes only minimal changes from its 2016 forerunner. FA 24 functions as an overarching umbrella arrangement between a single employer and a single contractor, labelled a ‘Provider’, which can be confusing when used alongside other JCT contracts that use ‘Contractor’. A call-off mechanism is provided to instruct individual ‘Tasks’ under the terms of an agreed ‘Underlying Contract’. It is presented as suitable for both private and public sector use...

This Practice Note sets out guidance on arbitral awards in proceedings under the Hong Kong International Arbitration Centre (HKIAC) Administered Arbitration Rules 2018 (2018 HKIAC Rules; HKIAC 2018). As explained in Practice Note: HKIAC (2018)—the HKIAC Administered Arbitration Rules—application and key features, the 2018 HKIAC Rules generally govern HKIAC arbitrations commenced on or after 1 November 2018, save where the parties agree otherwise; for HKIAC arbitrations begun before 1 November 2018, the 2013 HKIAC Rules will generally apply unless the parties agreed otherwise. For an overview of the HKIAC and how it is organised, see Practice Note: HKIAC—background to and structure of the institution. Awards in HKIAC arbitrations In line with most institutional regimes, under the 2018 HKIAC Rules a tribunal may render interim, interlocutory, or partial awards and, in addition to a final award, may issue interim awards as to costs (HKIAC 2018, art 35.1). Where the tribunal has more than one arbitrator, any award or other ruling is to be made by a majority. Failing a...

What is a planning performance agreement? (PPA) Planning performance agreements are voluntary memoranda of understanding or agreements between a planning applicant, the local planning authority (LPA) and, in some instances, other interested parties such as key statutory consultees. A PPA records agreed commitments on timescales, tasks and the resources to be applied to a particular planning submission. Functioning as a project management framework, it sets out the pathway for reaching a determination on the application. PPAs are commonly put in place before an application is lodged and may span every stage of the process, including pre-application. Although the emphasis is usually on the pre-application and application phases, a PPA can also extend into the post-application period, for example to govern how reserved matters or approvals of details will be dealt with. They might be documented as a simple memorandum of understanding or an exchange of letters, or entered into under section 111 of the Local Government Act 1972 (LGA 1972) (see Q&A: What is a section 111 agreement?)....

This practice note addresses the 2nd Edition of the Burgundy Book, released in 2013, with particular emphasis on its role as a target cost form. In line with all IChemE agreements, the Burgundy Book contains thorough requirements for testing at completion and for commissioning, making it especially well suited to process engineering sectors such as nuclear, water, petrochemicals, and food. The suite adopts an almost entirely uniform structure across clauses, presentation and schedules. Departure from the standard drafting occurs only where needed to set out the mechanism delivering the risk/reward regime—in this instance, remuneration on a target cost footing. See also Practice Notes: IChemE Conditions 5th Edition—‘Red Book’ and IChemE Conditions ‘Green Book’ 4th Edition. Nature of Target Cost Contracts Target cost denotes that the contractor receives payment of the ‘actual cost’ it incurs (as defined), akin to a reimbursable arrangement but constrained by an agreed target cost. Where the actual cost surpasses the target, any additional sum payable to the contractor is reduced—often to nil. If the...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...

Agreement concerning [ insert brief details of the works/project ] at [ insert address of works ] (incorporating, among other things, the JCT Standard Building Sub-Contract Agreement 2024 (SBCSub/A 2024) and the JCT Standard Building Sub-Contract Conditions 2024 (SBCSub/C 2024), each as amended and supplemented as set out in this Agreement and in the Schedules to it). This Agreement is dated the [ insert number ] day of [ insert month ] 20[ insert year ] Parties [ insert name of the Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Contractor ] (“the Contractor”) [ insert name of the Sub-Contractor ] (company registration number [ insert number ]), whose registered office is at [ insert address of the Sub-Contractor ] (“the Sub-Contractor”) Now it is agreed that: 1 Interpretation In this Agreement, words and expressions carry the meanings respectively attributed to them in the JCT SBCSub/A 2024 and...

This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensee) Each of the Licensor and the Licensee is a party; together, the Licensor and the Licensee are the parties. Background The Licensor is the proprietor of the Technology IP. The Licensee has agreed...

The court's role when considering a draft financial consent order When a draft financial consent order is presented for approval, the court does more than merely endorse what is put before it. It is obliged to examine the proposed terms and, relying on the details set out in the parties’ statements of information, may still seal an order in the agreed form, unless it has cause to suspect there are further circumstances that merit enquiry. The court’s discretion, preserved by the Matrimonial Causes Act 1973, always applies and is not displaced. Clients should be made aware of this position and cautioned that it cannot be guaranteed the court will approve the order (see Pounds v Pounds)...

Requirements for a section 21 notice served in respect of a tenancy agreement entered into before 1 October 2015 Throughout the three-year transitional window under section 41 of the Deregulation Act 2015 (ie 1 October 2015–30 September 2018), the prescribed format of the notice, together with any other conditions for serving a valid section 21 notice for tenancies agreed before 1 October 2015, remain unchanged and continue to apply as they did...

An initial consideration at the outset is to ask why B wants a legal charge. Is it intended to ensure the works are completed? To enable B to do the works in default? Or is it about finance, ie does B seek security so that, if A fails to do the work, B will obtain monies (eg by selling A’s land) to cover the cost of the works required accordingly?...