Asset allocation meaning

Checklist This Checklist outlines the IP matters that commonly require attention when drafting share purchase agreements (SPAs). It also considers points to address when carrying out the related IP due diligence and structuring around such transactions. For information on the corporate elements of these deals, see: Share purchase agreement—overview. For guidance on key provisions and issues relating to IP in the context of a share purchase, see Practice Note: IP issues to consider in share purchase contracts. For information about IP due diligence, see: Precedent: IP due diligence questionnaire; and Checklist: Intellectual property due diligence in share purchase transactions—checklist This Checklist covers technology only to a limited degree. If IT represents a principal asset of the target company, more detailed warranties should be included in respect of, eg, IT systems and core software...

Crescent Petroleum Company International Ltd and another company v Retirement, Saving and Welfare Fund of Oil Industry Workers [2024] EWHC 835 (Comm) What are the practical implications of this case? The decision illustrates how a judgment creditor can pursue enforcement measures against a judgment debtor via IA 1986, s 423. Where the debtor has divested an asset to a third party, the usual relief is an order compelling the transferee to reconvey the property to the transferor, after which allocation amongst the transferor’s creditors is dealt with by the ordinary rules. Nonetheless, IA 1986, s 425 provides the court with latitude to frame relief under IA 1986, s 423 directly against the transferee, requiring the asset to be conveyed to the judgment creditor without a prior re-transfer to the transferor. This route applies where assets have been moved away from the debtor in practice...

HM Treasury set out a slate of goals settled with TPR, among them an examination of the reporting duties it presently imposes on retirement schemes. However, at least one specialist argues that separate government moves, including fresh value-for-money reports and voluntary asset allocation disclosures, will significantly increase the existing volume of paperwork required of pension plans. The package agreed with TPR was presented as part of a far broader overhaul of the UK’s ‘risk-averse’ financial regulation framework, which the government estimates could propel up to £70bn in economic growth nationwide...

In this issue: Private equity and venture capital 2025–26 — Fiscal events, including the Budget Taxes management and litigation Companies and corporation tax Employment taxes Individuals and income tax Share and asset sales VAT Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Private equity and venture capital Government issues response to consultation on tax treatment of carried interest Following its consultation on the taxation of carried interest—examining in particular the qualifying conditions for a new regime within the income tax framework and aiming to ensure the treatment most appropriately reflects economic reality—the Government has confirmed plans to introduce that regime from April 2026. The provisions will be set out in Finance Bill 2026, with draft legislation expected before the Parliamentary summer recess (normally mid to late July). Carried interest will be treated as trading profits and will fall within income tax and...

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, confers extra protection on employees when a dismissal arises in the context of a transfer. EU‑sourced legislation, including much of TUPE 2006, enacted to give effect to the UK’s obligations under EU law (for example, Directive 2001/23/EC, the Acquired Rights Directive (ARD)), and still applicable in the UK at the end of the Brexit transition period/IP completion day, continues in force as assimilated law. For further information, see Practice Note: Assimilated law. Enhanced protection against dismissal An individual benefits from this enhanced protection only if they can pursue an unfair dismissal claim—meaning they must be an employee (see Practice Note: Employee status) with the required two years’ continuous employment. For further information, see Practice Note: Entitlement to claim unfair dismissal...

Key differences in the legal risk profile, compared to a direct property purchase In general, a person acquiring the shares in an SPV that owns UK property seeks to emulate the commercial position that would exist on a direct purchase of that property. Typically, property-related points are handled through replies to enquiries and the buyer’s own investigations, with any other issues dealt with separately via due diligence and the corporate documentation. Nevertheless, the risk profile of an SPV transaction is, unavoidably, quite different from that of buying the property directly. Two principal reasons explain this: on a direct purchase, the buyer can rely directly on property searches and the process of land registration to secure good title to the property, free of encumbrances. In an SPV share acquisition, those searches provide only indirect protection the purchaser of SPV shares will inherit, albeit indirectly, any actual or contingent liabilities and issues relating to the corporate entity itself. To assess those liabilities, the buyer must rely on...

STOP PRESS: The Data (Use and Access) Act 2025 (Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 bring the remaining provisions of the Data (Use and Access) Act 2025 (DUAA 2025) into effect and operation. Measures concerning subject access requests, legitimate interests, purpose limitation, automated decision-making, international transfers and enforcement are in force and take effect from 5 February 2026, while those on penalty notices and complaints come into force from 19 June 2026, respectively. For further details, see Practice Note: Data (Use and Access) Act 2025—employment implications. This Practice Note will be updated shortly to reflect these changes. It examines the key employment law issues that may arise when drafting and negotiating outsourcing arrangements, with particular focus on the application of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), SI 2006/246...

Contribution agreement—private M&A—asset purchase This DEED is executed on [ insert day and month ] 20[ insert year ] Parties The persons whose names and addresses appear in the Schedule (together, the Sellers, and each a Seller). BACKGROUND The Sellers have entered into, or expect shortly to enter into, the Asset Purchase Agreement with the Buyer in relation to the disposal of the Business and the Assets (each as defined in the Asset Purchase Agreement). The Sellers have agreed to govern how Claims will be handled under the Asset Purchase Agreement and to apportion their respective liabilities arising from any Claim, in accordance with this Deed...

1 Definitions 1.1 In this Agreement: Affiliate – in relation to any entity, means any other entity that Controls it, is Controlled by it, or is under common Control with it; Control – and its variations – means a person’s ability to ensure that an entity’s affairs are carried on in line with that person’s wishes: (i) by holding shares or possessing voting rights in the entity, or (ii) by powers granted by the articles of association or any document governing or relating to the entity; ‘Controlled’ and ‘Controlling’ shall be interpreted accordingly; [ Customer – [ insert name ] Limited, a company incorporated in [ England ] with registered number [ company number ], whose registered office is at [ address ]; ] Effective Date – means [ 9 am ] on the date of this Agreement [ insert later date ]; Employee – means any individual who, immediately before the Effective Date, was an employee of the Customer and...

Schedule 4 The Properties Part A The Freehold Properties Address of property; title reference and class of title; registered owner; additional issues affecting the property not shown on the register; allocation of sale proceeds; absent documentation. Property 1 [ details ] [ details ] [ details ] [ details ] [ details ] [ details ] Property 2 [ details ] [ details ] [ details ] [ details ] [ details ] [ details ] Property 3 [ details ] [ details ] [ details ] [ details ] [ details ] [ details ] Property 4 [ details ] [ details ] [ details ] [ details ] [ details ] [ details ] Property 5 [ details ] [ details ] [ details ] [ details ] [ details ] [ details ] Part B The Leasehold Properties Address of property; title reference and class of title; registered owner; additional matters affecting the property...