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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...
This Checklist highlights the principal points and potential pitfalls to address when preparing and agreeing a payment clause in a business to business contract, covering late payment as well. For a model clause, see Precedent: Payment clause-commercial contracts. Guidance on late payment is in Practice Notes: Penalty interest rates in commercial contracts and Late Payment of Commercial Debts (Interest) Act 1998, including, in particular, the sections on: Contracts, organisations and debts subject to LPCD(I)A 1998 Calculating the statutory interest Express terms for late payment in place of statutory interest Meaning of 'grossly unfair' Price and payment terms in a contract are often closely linked. When using this checklist, also refer to: Drafting and negotiating a price clause-checklist. Legal issues, general comments and what to watch out for are noted. Late payment legislation The Late Payment of Commercial Debts (Interest) Act 1998 (LPCD(I)A 1998) allows all businesses and public sector bodies to claim statutory interest on late payment of commercial...
This Checklist examines the pros and cons of adopting a franchising model from the franchisor’s viewpoint. Franchising attracts steady attention as a route to market, but would-be franchisors should assess carefully whether it suits their particular operation. Below is a summary of the advantages and disadvantages of franchising from the franchisor’s standpoint. Advantages Franchising is a well-established route for scaling a business, with numerous high-profile success stories, including pizza brands, hotel groups and mobile phone shops. Many high street banks may extend favourable lending to franchise businesses, as they can be perceived as presenting lower risk than alternative models. The franchise approach can demand far fewer staff than a centrally owned network, as the owner does not need to open and run multiple outlets. The franchisor can apply franchisees’ fees to fuel growth and lessen debt. These fees provide a key, predictable annual income stream and, in some cases, their total can meet operating expenses. ...
In this issue: Air emissions and climate change Contamination and pollution Energy efficiency and buildings Energy for environmental lawyers Environmental information Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Air emissions and climate change Greenhouse Gas Removals (GGR)-UK government publishes Business Model documentation On 27 August 2025, the Department for Energy Security and Net Zero (DESNZ) released a suite of papers on its proposed Greenhouse Gas Removals (GGR) Business Model and accompanying policy. The Lexis+ Energy team, working with Navraj Singh Ghaleigh, Senior Lecturer in Climate Law at the University of Edinburgh Law School, set out the context for the GGR Business Model; its relationship with the Power BECCS Business Model; the technologies the GGR framework intends to encompass; its legal footing and principal features; and how...
In this issue: Air emissions and climate change Energy efficiency of products Energy for environmental lawyers ESG and sustainability Hazardous substances and chemicals Marine Nature, biodiversity and habitat conservation Waste Daily and weekly news alerts New and updated content Air emissions and climate change Defra opens consultation on industrial emissions permitting reforms The Department for Environment, Food and Rural Affairs (Defra) has begun consulting on plans to modernise England’s environmental permitting regime for industrial emissions. The package aims to foster innovation, adopt agile standards, secure proportionate and coherent regulation, boost regulator effectiveness and efficiency, and deliver a transparent system. Suggested measures include a new registration route for low-risk installations, flexible site permits setting overall emissions caps, and faster approvals for time‑limited technology trials. The proposals reflect the Corry Review’s critique of regulatory inefficiency. The Environment Agency intends to roll out changes that could cut permit queues from months to days and lower...
Public.Resource.Org and Right to Know v Commission and Others, Case C-588/21 What are the practical implications of this case? Although the dispute concerned four particular harmonised standards, the Court’s reasoning applies more widely to other harmonised standards as well. Where such standards are mandatory or create a presumption of conformity with safety requirements, there is a clear public interest in their disclosure, so the European Commission cannot refuse access by invoking the Article 4(2) exception in Regulation (EC) 1049/2001. Consequently, companies will be able to obtain harmonised standards to verify and ensure compliance with EU legislation without paying a fee; however, this may influence the business model of European standardisation organisations. What was the background? Under the European product safety rules, certain products can only be placed on the EU market if they satisfy safety requirements. Showing compliance with those requirements can often be an onerous exercise. Accordingly, the European legislator has provided for specific products (including, in this case, toys) that where a manufacturer follows...
For both the investing private equity fund and the target’s leadership, the prime lure of a private equity-backed buyout is the chance to crystallise a meaningful gain on exit. There are several potential paths to exit from such an investment, most typically: a trade sale to another company operating within the same sector, a flotation (IPO), or a secondary buyout (SBO). The ultimate route will hinge on considerations such as public market appetite for a listing and whether credible purchasers are available. Management often influence the decision, and may favour renewed private equity support via an SBO when the business model and prevailing market backdrop align. A secondary buyout (SBO) is, in essence, a private equity-backed acquisition of a company that has already undergone a private equity-backed buyout. In an SBO, the existing private equity owner exits its stake, though the current management team can remain in post afterwards. Alternatively, fresh management might be appointed, or a blend of old and new...
Defining sustainable development The scope and meaning of sustainable development remain hotly contested. Many descriptions draw upon variations of the renowned Brundtland definition and the three pillars model, often referred to as the triple bottom line of sustainability. Yet, in the absence of a uniform methodology, it is hard to determine how to deliver sustainable development, or to know exactly when, if at all, it has been realised. For detailed definitions of sustainable development, consult these Practice Notes: Sustainable development—definition and application at international level Sustainable development—definition and application at European Union (EU) level Sustainable development—definition and application at UK level Sustainability indicators Sustainability indicators offer a means to gauge—or at least to approximate—progress towards the policy objective of sustainable development. Origin After the Earth Summit in Rio de Janeiro, Brazil, in 1992, states were encouraged to establish their own sets of sustainable development indicators (SDIs) designed to: align with their individual national circumstances and...
This Practice Note examines methods for valuing law firms and sets out the elements most prone to shape that assessment. Although several conventional approaches exist, it offers a worked illustration of an earnings-led valuation (discounted economic income). Investors commonly adopt this approach when pricing a company and, therefore, it is a vital computation to undertake before starting any talks. The outcome might be below your expectations, yet it provides a window into the sum an investor or acquirer could be prepared to offer. The discounted economic value model In brief, this model projects a firm’s future net cash profits and discounts them to today’s value. By applying an appropriate discount rate, it seeks to reflect the spectrum of risks the business encounters in generating that earnings flow over time. The exercise, therefore, converts anticipated cash returns across multiple years into a single current figure that recognises uncertainty, timing, and sustainability in the delivery of the net income stream...
Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...
1 Introduction 1.1 Bribery and corruption persist as significant problems in global commerce, notwithstanding numerous targeted initiatives to deter them. They inflict serious harm on communities where they arise. They: 1.1.1 divert funds and other assets away from those most in need; 1.1.2 impede economic and social progress; 1.1.3 harm enterprise, notably by pushing up the price of goods and services. 1.2 Our statutory duties are chiefly set by the Bribery Act 2010 (BA 2010). BA 2010 applies to us as a UK organisation if bribery happens anywhere within our operations. 1.3 We conduct our business [ es ] with integrity, and in a frank and principled way. Each of us must act to ensure [ insert organisation’s name ] stays free from bribery or corruption. 1.4 This policy is central to that aim. It is fully endorsed by the [ insert, eg Board ]. It explains the measures everyone must follow to stop bribery and corruption in our...
Before purchasing from us, please review these important terms and conditions to confirm they include everything you expect and nothing you would be unwilling to accept. Summary of some of your key rights: Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you generally have 14 days from receiving your goods to change your mind and obtain a full refund. The Consumer Rights Act 2015 states that goods must be as described, fit for purpose and of satisfactory quality. Across the expected lifespan of your product, you are entitled to the following: up to 30 days: if your goods are faulty, you can get a refund; up to six months: if it cannot be repaired or replaced, you are entitled to a full refund in most cases; up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back. This is a brief outline of...
Brexit—Commercial For help with your query, please refer to the following: Brexit—contract clauses and resources—checklist [Archived] Clause: Brexit—warranty for commercial contracts clause [Archived] Clause: Territory definition For additional guidance, see: Brexit collection...
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) apply to agreements between a trader and a consumer made on or after 13 June 2014. Under CCR 2013, SI 2013/3134, reg 5, three forms of contract are identified: off-premises contracts — regulation 5 sets out four types of off-premises contract distance contracts on-premises contracts — defined as neither off-premises nor distance, meaning a contract concluded at business premises Contracts are further classified, in reg 5, as: sales contracts service contracts digital content contracts CCR 2013 requires the trader to provide the consumer with specified information and, in certain situations, grants a right to cancel. Where a cancellation right exists, the information supplied must include a cancellation notice in the model form, or details of how the consumer can access that form...