Asset share meaning

This Checklist sets out the key points to consider when advising a prospective claimant on a potential breach of warranty claim arising from a share purchase agreement (SPA). The same broad approach will apply to an asset purchase agreement (APA). For additional guidance on breach of warranty claims, see the related content links on the right-hand side. Read this Checklist together with Practice Note: Starting an SPA breach of warranty claim—a practical guide... Action Comments Review the SPA Check the: governing/choice of law provisions — is the agreement governed by English law? jurisdiction provisions — do the English courts have jurisdiction? warranty provisions and warranty limitation provisions — does the issue fall within the warranties and are you within the time limit to bring a breach of warranty claim? Note all deadlines in the agreement that could be relevant to any potential warranty claim... Review the disclosure letter Confirm that the issue has not been disclosed against...

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...

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Flowchart This Flowchart sets out the procedural steps where a claim arises under the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975). For additional guidance on I(PFD)A 1975 claims, please refer to: Family provision claims—overview...

In this issue: Budgets, Autumn Statements and Finance Bills Corporate governance New and updated content Useful information HMRC Manuals tracker Dates for your diary Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Finance Bill 2025 completes all Parliamentary stages The Finance Bill 2025 has now progressed through all Parliamentary stages, with the Third Reading taking place on 19 March 2025. At publication, Royal Asset is scheduled for 20 March 2025. For insight into the provisions in the Finance Bill 2025 of greatest relevance to share incentives practitioners, refer to News Analysis: Share Incentives weekly highlights—14 November 2024—Budgets, Autumn Statements and Finance Bills. See Finance Bill 2025. 19 March 2025... Corporate governance Centrica plc sets out amendments to its directors’ remuneration policy Within its 2024 annual report, Centrica plc outlines amendments to its new remuneration policy, which it intends to put to shareholders at its AGM on 8 May 2025...

TP ICAP Ltd v NEX Group Ltd [2022] EWHC 2700 (Comm) The claims for breach of warranty stemmed from two probes: one by the US Commodities Futures Trading Commission concerning swaps trading linked to bond issuances and another by a Frankfurt public prosecutor targeting a named director of a group entity in relation to cum-ex trading during the relevant period. In essence, the alleged breaches concerned warranties addressing the following: that no group company, officer, or employee had been the subject of any non-routine investigation of any kind by a ‘Governmental Authority’ within the prior 18 months; and that no circumstances existed which could reasonably be expected to result in litigation against a group company where the amount in dispute exceeds £500,000. Those warranties were, in places, qualified by a seller-awareness threshold (here defined as the actual knowledge, after reasonable enquiries, of eight specified individuals) and were restated at completion of the SPA. The first of those warranties was repeated on completion...

Inheritance tax-gifts with reservation When an individual makes a gift of property (not limited to land, but property in the broader sense for these purposes), that asset will only be property subject to a reservation if, at any point during the relevant period, the property is not enjoyed to the entire exclusion, or virtually to the entire exclusion, of that individual and of any benefit to them by contract or otherwise (see section 102(1)(b) of the Finance Act 1986 (FA 1986)). Occupation for a few weeks each year by the donor of land that he or she has given away may therefore fall within the 'virtually to the entire exclusion' exception. See Example 1 in IHTM14333. See also HMRC interpretation RI 55 (November 1993) Inheritance tax-gifts with reservation...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to be superseded by a single, self‑assessed tax on securities — the securities transfer charge (STC) — to be paid and reported via a new online portal. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Act 2026 (FA 2026) confers a power for secondary legislation to let taxpayers trial the digital service, self‑assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes The government also consulted on modernising and clarifying...

Business In periods of economic unpredictability (eg arising from high inflation and/or wider instability), organisations frequently cut costs. This can involve shedding contractual obligations and resolving legal disputes, but also purchasers seeking to withdraw from deals—for example, where a business or asset acquisition that seemed compelling to a buyer a couple of years or even months earlier becomes far less attractive. Yet unpicking an acquisition is rarely straightforward and, if not managed with care, can produce unforeseen tax consequences. This Practice Note outlines the tax issues that may emerge where a business or asset sale is unwound after signing and after certain assets and liabilities have already been transferred. It proceeds on the assumption that the buyer and seller are unconnected, are both UK tax resident, and are large corporate entities. For detail on the tax considerations relevant to undoing a share sale, see Practice Note: Unwinding a share sale—key tax consequences. For discussion of tax considerations relevant to an asset sale—many of which also apply when reversing an...

The way consideration payable for buying shares is arranged is rarely simple or linear, and can vary considerably. In many situations payment is postponed, deferred, or made conditional on a particular contingency being satisfied. Selling shareholders will look to maximise the overall price for their shares while also seeking to limit, so far as possible, any tax on disposal by: making full and efficient use of available reliefs to cut or remove any charge, and/or delaying the point in time at which any such tax becomes due However, where the consideration is deferred, the seller can become liable to tax immediately on an amount not yet received (a ‘dry’ tax charge). In calculating chargeable gains, no discount is usually allowed in respect of any consideration that is ascertainable at the date of disposal, even where it is: deferred subject to a contingency, or at risk of not being received for any reason Where any deferred...

[ insert date of letter ] [ insert name of employee ] [ insert address of employee ] Dear [ insert name of employee ] [ insert name of Company ] (the Company ) I am pleased to inform you that the directors of the Company have authorised the award of an enterprise management incentives (EMI) option ( Option ) to you. Enclosed is a copy of the option agreement, which must be signed by you and the Company for the grant of the Option to become effective. The Option gives you the right to purchase [ insert maximum number and class of shares which can be exercised pursuant to the Option agreement ] shares in the Company ( Shares ) at a price of [ insert exercise price of shares ] per Share [ upon an ‘Exit’ event of the Company (which broadly means a takeover of the Company [ , an asset sale or a listing of its shares ] [ , a...

Insert in para 8.2 of claim form ET1 [ The [ enter name of union, eg UVW union ] is an independent trade union formally acknowledged by the Respondent in relation to [ enter details, eg all catering workers ] working within its undertaking at [ insert address ]. OR The Claimant is an employee representative, being a member of the Respondent organisation’s elected representative body for [ enter details of the staff represented by the elected representatives, eg all catering workers ] engaged within its undertaking at [ insert address ]. ]...

1 Definitions and interpretation 1.1 [ Include the following additional definitions in the definitions clause of the Asset purchase agreement (if required) ] Accounts Date • [ specify day and month ] 20[ specify year ]; Business • the undertaking of [ provide a description of the business being acquired ] carried on by the Seller, together with all other activities, including those ancillary, incidental to, or connected with that undertaking, as conducted by the Seller; Buyer • [ provide details ]; Completion • the finalisation of the sale and purchase of the Business through the Parties performing their respective obligations in accordance with clause [ x ]; Completion Date • [ the day on which Completion occurs OR a date no later than the [ third ] Business Day after the date on which the last of the Conditions is satisfied or waived, or the date to which Completion is deferred ] pursuant to clause [ x ]; Data Protection...

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, reg 4 Where a relevant transfer occurs under these provisions, there is a novation imposed by statute of the contracts of employment of the staff who transfer; the incoming employer stands in the place of the outgoing employer, and each employment contract continues after the transfer as if it had been originally concluded between the employee and the transferee throughout for all relevant legal purposes thereafter...

For information: on information and consultation duties under the Transfer of Employment (Protection of Employees) Regulations 2006 (TUPE 2006), SI 2006/246, see Practice Note: TUPE—information and consultation on TUPE protection from dismissal, see Practice Note: TUPE—protection against dismissal on unfair dismissal claims generally, see Practice Note: Entitlement to claim unfair dismissal on reasons that make a dismissal automatically unfair (no qualifying period), see Practice Note: Automatically unfair reasons and Checklist—unfair dismissal claims requiring no minimum qualifying period A dismissal is automatically unfair under ERA 1996, s 104(1) where the reason, or main reason, is that the employee brought proceedings to enforce, or alleged an infringement of, a relevant statutory right. The two-year qualifying period does not apply where s 104(1) (read with ss 104(2)-(3)) applies (s 108(3)(g)). Relevant statutory rights appear in s 104(4), including rights conferred by TUPE 2006 (s 104(4)(e)). It does not matter whether the right exists or has in fact been breached, provided: the...

For the purpose of this Q&A, we have assumed that: the asset concerned is a residential dwelling property A and B hold either a freehold estate, or a leasehold granted for a term exceeding seven years A occupies a different dwelling as A’s only or principal residence, in which A has a freehold or leasehold interest A and B are not civil partners of one another and/or are separated in circumstances that are likely to be permanent A is not acquiring B’s interest as part of any business activity of buying and selling dwellings carried on by A the trust to be declared by B in favour of A will take the form of a bare trust arrangement completion of A’s acquisition will take place on or before 31 March 2021 As A’s share of the dwelling, in monetary terms, is £225,000, A will need to provide consideration of £220,500 to B to secure a 99% beneficial interest...