Bear meaning

General checklist What follows is a checklist highlighting matters that a solicitor representing a company’s administrator (and, in some pre-appointment cases, the directors/company) disposing of a business and its assets ought to bear in mind when preparing a sale and purchase agreement (the Agreement). This checklist is suitable for both pre-pack scenarios and sales of the business and/or assets completed after administrators are in office. It is not comprehensive and, depending on the nature of the business, numerous additional points may arise. For further detail, see: Sale and Purchase of Assets—overview and Pre-packs—overview. We also, at points, refer to seeking information from the directors. That will not invariably be feasible, eg where the situation is hostile. Accordingly, if the directors are engaged, they should be able to provide the information and will often be best placed to do so; however, where the position is hostile, or if you act solely for the administrators, any enquiries should be directed to the administrators, or at least channelled via them to the...

Within this Checklist, the table outlines the points to bear in mind about follower notices and accelerated payment notices (APNs)/partner payment notices (PPNs)...

Under section 14 of the Proceeds of Crime Act 2002 (POCA 2002), the court will ordinarily impose a confiscation order before passing sentence on the defendant, yet it can defer the confiscation proceedings for a defined period of up to two years from the date of conviction-see Practice Note: Postponement of confiscation proceedings. If proceedings are postponed, the court will typically direct a timetable for the exchange of material required by POCA 2002 (frequently referred to as the confiscation timetable). The outline below identifies the documents exchanged for these purposes, the point at which they are required, and key points for practitioners to bear in mind when reviewing them. Document: Required where: Commentary Information by defendant in response to an order under POCA 2002, s 18 Where the court proceeds to make a confiscation order under POCA 2002, s 6(3)(a) (the prosecutor seeks an order) or POCA 2002, s 6(3)(b) (the court considers it proper to make an order), or where the court is deciding whether to...

Incoming legislation will bring stricter rules to the crypto sector, requiring CASPs to carry out customer checks and to report suspicious activities whenever transactions total €1,000 euros or more. Controls will be even more rigorous for CASPs’ cross-border transactions. ‘We have ensured that the crypto sector will operate under the same rules and bear the same obligations as the traditional financial sector’, said Eero Heinäluoma, on this matter...

Simkova v Secretary of State for Work and Pensions [2025] UKSC 41 What are the practical implications of this case? First, it is settled that EU nationals living in the UK, whose children reside in an EU member state, cannot receive the Universal Credit child element for those children. This holds even where the parent pays towards the children’s maintenance and support, notwithstanding the realities of cross‑border family life. Second, the judgment shows the courts continue to grapple with dense EU law even after Brexit, specifically in areas where the UK‑EU Withdrawal Agreement preserves direct effect. It underscores the ongoing need to interpret and apply those preserved rules when they bear on disputes arising in the domestic benefits system, for cases such as this. Third, this appeal did not give the Supreme Court an opportunity to define the scope of its discretion to seek a CJEU ruling on a question under Part Two of the Agreement concerning citizens’ rights. That discretion applies only to proceedings...

How has the exemption available for controllers under the GDPR in relation to liability to compensate data subjects changed? Under the earlier Data Protection Directive 95/46/EC (Article 23(2)), where a person was entitled to damages from a controller due to unlawful processing, the controller could rely on a potential exemption if it was not responsible for the event that caused the loss. Recital 55 offered two illustrations of situations for which the controller would not bear responsibility: a mistake by the data subject, and a case of force majeure The language of these provisions lacked clarity, and the concept of ‘force majeure’ has no consistent definition across EU legal systems (it does not even carry a settled meaning in English law, depending heavily on contractual wording). Unsurprisingly, this carve-out, and the reference to force majeure, was therefore loosely carried across into national implementing legislation. For example, the Data Protection Act 1998 (DPA 1998) gave a controller a defence in claims for compensation...

This Practice Note sets out the principal tax considerations where creditors move to enforce security over the assets of a distressed company or corporate group. Related Practice Notes in this series address tax issues concerning: acquisitions of distressed debt, and debt restructurings (ie waivers, debt/equity swaps or renegotiations) In addition, Tax and distressed debt—checklist of points to consider distils the main tax points to bear in mind when dealing with distressed debt in general. This Practice Note reviews the enforcement routes open to creditors of troubled businesses and the consequences that may follow. For a detailed look at the loan relationships provisions on debt releases, see: Loan relationships—impairment and debt releases Loan relationships—impairment and debt releases: connected companies Types of enforcement As explained in Practice Note: Tax and distressed debt—debt restructurings, lenders will frequently engage in a restructuring of a distressed group’s debt to help the underlying business continue. Enforcing security over a borrower’s assets...

Introduction to Musharaka—a profit and loss sharing instrument of Islamic finance At the heart of Islamic finance lies the maxim ‘no profit without risk’, ie no person should realise a gain unless they bear some degree of risk. This concept is most clearly shown through the application of profit and loss sharing instruments. For further detail on this principle, see Practice Note: Key principles of Islamic finance. This Practice Note examines Musharaka, an Islamic finance technique originally founded on profit and loss sharing and broadly analogous to a conventional partnership arrangement. In straightforward terms, a Musharaka is a partnership customarily entered into by two or more parties, not necessarily for a fixed term, and most commonly for the purpose of undertaking a business venture. In a typical Musharaka, each participant makes a capital contribution to the venture and profits and losses are shared between them. A comparable Islamic finance arrangement premised on the same profit and loss sharing rule is Mudaraba, a special form of partnership in which only...

PizzaExpress Financing 2 plc applied for a Part 26A restructuring plan (RP) at a convening hearing in September 2020 and sanction hearing in October 2020. The principal points are outlined below; unless specified otherwise, capitalised expressions bear the meanings set out in the convening judgment. This Deal Debrief sits within our Restructuring plans collection. For an in-depth look at key metrics from the 2023 RPs and commentary from leading figures in the restructuring arena, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Plan company: PizzaExpress Financing 2 plc (the Company) Industry: Restaurants Debtor’s incorporation and jurisdictional aspects: England & Wales, with COMI in the UK Pre-convening development: the Company executed a Contribution Deed one month prior to the convening hearing, which in effect rendered it a primary obligor...

These provisions are intended for use with Precedent: Outsourcing agreement—long form when applied to the outsourcing of services by a regulated insurance firm. Please consult the drafting notes for specific instructions and for further guidance. 1 Definitions 1.1 In this Agreement, except where the context dictates otherwise, capitalised terms shall bear the meanings as set out below...

1 Definitions and interpretation 1.1 In this Agreement, and except where the context dictates otherwise, the expressions below shall bear the meanings set out here: Relevant Proportion means, for the purpose of clause, the greatest share of the Company’s [ trading ] losses [ and other amounts eligible for relief from taxation ] that the law permits to be surrendered to the relevant Shareholder (or a member of its Shareholder Group), or, as applicable, the greatest share of the Company’s trading profits against which the Shareholder (or a member of its Shareholder Group) is permitted by law to surrender its [ trading ] losses [ and other amounts eligible for relief from taxation ] ; VAT means United Kingdom value added tax [ and any other tax imposed in substitution for it OR , any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom ] ; 2 Tax matters 2.1 [ The...

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...

The burden of costs in connection with legacies depends on the type of legacy. For a discussion of the various types of legacy, refer to the further reading link to Williams on Wills, Part H, Contents of Wills, Chapter 30: Legacies. From that extract, a gift of property constitutes a specific legacy if it comprises particular property that forms part of the testator’s estate at death, is described with sufficient precision to be identified, and is set apart from the testator’s estate in general...

Personal representatives (PRs) of an estate bear personal responsibility, limited to the estate’s value, for debts arising from the deceased. This responsibility extends to contingent obligations as well, even where no demand or claim has as yet been submitted...

Contributing tithes for the maintenance of a parish is a very long-standing practice, traceable well back to the Saxon era. In 1836, the Tithe Act 1836 indeed replaced the obligation to pay tithes with a rentcharge over land, recalculated annually by reference to the price of corn. In substance, it functioned as a locally levied, index-linked charge. Later enactments continued to control tithe payments until, in 1936, the Tithe Act 1936 (TA 1936) abolished rentcharges arising from tithes. Compensation was then made payable to reflect that change. Accordingly, the concise conclusion is that a tithe rentcharge is not legally enforceable...