Buy-out basis meaning

Introduction to freezing injunctions and scope of this checklist A freezing injunction (also known as a freezing order) is a temporary court order that prevents a respondent from disposing of or transferring its assets out of the relevant jurisdiction—namely England and Wales—or, in the case of a worldwide freezing order (WFO), from moving them anywhere in the world. The court’s principal aim in granting such relief is to preserve the respondent’s assets so that, if the applicant later obtains judgment against the respondent, there will be assets available for recovery by the applicant and, if necessary, enforcement action. This Checklist explains how to make an application for a freezing injunction where claims are contemplated or already underway in a corporate or personal insolvency context. As the precise circumstances of each matter must be assessed, this Checklist does not claim to be exhaustive; rather, it provides an overview of the key considerations at each stage when seeking an order of this kind. The focus throughout is asset preservation pending determination...

Scope of this Checklist This Checklist sets out the points to consider when a company is proposing to grant a mortgage. It proceeds on the basis that an English or Welsh company will be granting a mortgage to a lender situated in England or Wales. In this Checklist: the company granting the mortgage is the 'mortgagor' the party to whom the mortgage is granted is the 'mortgagee' the document recording the mortgage is the 'security document' Preliminary questions before taking security by way of a mortgage Is a mortgage the right method of taking security? A mortgage transfers title to the asset, while preserving the mortgagor's equity of redemption so that, once sums due have been paid in full, title can be transferred back to the mortgagor (note that some mortgages, such as over land, are statutory, meaning there is no transfer of title). The use and possession of the asset will remain with...

This Checklist has been archived and is not maintained. It summarises the case management checklist contained in the document issued by the President of the Family Division, The Family Court and COVID-19: The Road Ahead, dated 6 June 2020, for use during the coronavirus (COVID-19) crisis. On 6 June 2020, the President of the Family Division, Sir Andrew Mc Farlane, released President of the Family Division-The Family Court and COVID-19: The Road Ahead (9 June 2020), outlining a broad framework for Family Court operations in light of the coronavirus (COVID-19) crisis. He indicated it was prudent to proceed on the basis that social distancing measures would persist for many months, and that a return to anything resembling normal court working conditions was improbable before the end of 2020, and possibly not until spring 2021. The paper set out the core priorities and ground rules and includes a checklist to guide case management decisions; see: Checklist. The President stressed that the framework is designed to support, not to constrain, enabling...

These Flowcharts These Flowcharts offer direction on the proper method for completing the parts of a stock transfer form that address consideration, stamp duty certification, and execution. They are included within an annotated stock transfer form, which clearly sets out instructions explaining how its sections should be properly filled in...

This diagram mirrors HMRC’s Flowchart 4, set out at paragraph 5.24 of the Guidance Note on residence, domicile and the remittance basis (RDR1). It is for use when a taxpayer clearly plans to depart the UK in the future...

According to the APPT, at the very least there should be a statutory funding assessment and ultimate decision-making authority for managers of retirement savings schemes, as a minimum requirement. The association set out its view in response to a consultation on the Pension Schemes Bill, a landmark law for the industry, formally during the consultation process. On 1 September 2025 the Bill was sent to the parliamentary Public Bill Committee (PBC), which examines the small print of particular legislation. A fiercely debated element proposes that employers with comfortably funded defined benefit pensions could more readily ‘extract’ surplus assets that have accumulated beyond the amounts required to meet members’ benefits. The government believes such steps could help to stimulate economic growth...

1st Formations Ltd v Lapp Industries Ltd [2025] EWHC 1526 (TCC) What are the practical implications of this case? This decision underscores that the courts will adopt a common-sense, pragmatic approach to the content of a payee’s notice under the HGCRA 1996 and Part II of the Scheme for Construction Contracts (the Scheme), resisting unduly narrow readings. So long as the notice makes sufficiently clear what sum is sought and the footing for the claim, the court will not seek to interfere or hunt for defects that might render the notice void or ineffectual. Here, the payee’s documents were plainly recognisable as an interim application; they identified the amount asserted as due and the basis upon which that figure had been worked out. The TCC further confirmed that a payment notice is not invalid merely because it asks for a figure below the amount stated as due. If a payment notice includes an incorrect due date, that is an issue for the other party to pick up in...

Gilbert and another company v Broadoak Private Finance Ltd and others [2026] EWHC 153 (KB) What are the practical implications of this case? This decision underscores that the duty of fair presentation is exacting and fundamental to preserving the integrity of the court’s process. Before making a without notice application, an applicant must undertake proper enquiries and fully interrogate both the factual basis and the legal propositions on which they intend to rely. That obligation also embraces information that would have been identified had reasonable enquiries been pursued. Practitioners should approach these applications with meticulous care and balance, ensuring that relevant counterarguments are not minimised or left undeveloped. Make proper enquiries before any without notice application Fully investigate the facts and the legal arguments relied upon Include matters discoverable through reasonable enquiries Prepare in a meticulous, even-handed way, not downplaying counterarguments Here, the judge considered there was substantial merit in the respondent’s contention that the claimant had not adequately revealed...

ARCHIVED: This Practice Note is archived and not kept up to date. Practical implications of West Tankers In short, the current position arising from the West Tankers saga (so far) is: Any EU Member State court seised of proceedings must rule on its own jurisdiction to determine the dispute. Under Brussels I and Brussels I (recast), courts of another Member State cannot remove that competence from it. An arbitral tribunal has jurisdiction to award damages for breach of an obligation to arbitrate. Where jurisdiction is disputed (as it often is), consider advising clients to obtain a standalone final award addressing jurisdiction at the outset, and then seek to have it recognised and enforced by the court (the application would be made under the procedure set out in CPR 62). This should prevent a conflicting court judgment taking precedence, on the basis of issue estoppel. Thereafter, the parties can proceed to the liability and quantum issues within the arbitration. West Tankers—the...

Trustees and personal representatives can, in fact, carry on a trade. For example, where a self-employed trader dies, the personal representative may keep the business running until it is wound down or sold. In the same way, trustees or interest in possession beneficiaries might be trading and could qualify for reliefs such as roll-over relief or business asset disposal relief. The broad tax rules governing trading apply to all traders alike, whether they are individuals, trustees, or personal representatives. This Practice Note sets out those principles below. Is there a trade? The key issue to examine is whether there is a trade. At times this will be clear, for instance when personal representatives step in to continue the deceased’s business; however, in other situations even a solitary transaction can amount to a trade. As an illustration, trustees who buy a property to renovate may, depending on the circumstances, be regarded as operating a property development business. If so, any gain on the later sale would fall within income...

CASE HUB ARCHIVED This archived case hub sets out the position as at the judgment of 23 October 2017; it is no longer maintained. For more, see the timeline and relevant/related cases. Case facts ARCHIVE 26/10/2017 Outline An appeal to the General Court against the European Commission decision refusing VIMC’s complaint pursuant to Article 13(1) of Regulation 1/2003. Latest developments On 23 October 2017, the General Court handed down its judgment, rejecting in full the action to annul the European Commission’s decision to refuse VIMC’s complaint, on the basis that the matters raised were already being examined by a national competition authority (Case AT.40231). The General Court held that the Commission correctly applied the principles in Article 13(1) of Regulation 1/2003, exercising its discretion not to open an investigation because the Austrian national competition authority was already conducting one...

FORTHCOMING CHANGE: Potential changes to Wills Act 1837 On 16 May 2025, the Law Commission’s review of Wills published its final report, formally setting out its conclusions, with Volume II containing a draft Bill intended to supersede the Wills Act 1837. For details of these proposals, including the published draft legislation, consult Practice Note: Hot topic—modernising Wills and Modernising wills: Final Report Volume II: draft Bill for a new Wills Act. STOP PRESS: Ending the non-dom regime and moving to a residence-based IHT regime. The Finance Act 2025 (FA 2025), which obtained Royal Assent on 20 March 2025, enacts legislation for the removal of the remittance basis of taxation and substitutes a residence-based system commencing on 6 April 2025. It also displaces domicile as the principal determinant of inheritance tax (IHT) liability for individuals. Further measures cover revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and alterations to overseas workday relief as applicable. For more on these reforms, see...

This Deed of dissolution is entered into on [ insert date ] Parties Each individual whose name and address appear in Schedule 1 (each a Partner and, collectively, the Partners named therein). Background: The Partners have conducted and managed the Business in partnership in accordance with the terms of the Partnership Agreement. The Partners intend to dissolve and wind up the Partnership [ as contemplated by clause [ insert clause number ] of the Partnership Agreement ] on the basis set out in this deed. AGREED TERMS: 1 Definitions and interpretation 1.1 Except where expressly stated otherwise in this deed, the definitions and rules of interpretation in the Partnership Agreement shall govern...

UPDATE: The CJRS concluded on 30 September 2021. This Precedent has been archived and is no longer supported. For additional details on the extended CJRS, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [Archived]. [ To be set out on the employer’s headed paper ] [ Date ] Dear [ insert name of employee ], Re: [ insert name of employer ] (the Company) Further to our discussion on [ date ], I outlined that [ the significant decline in our business arising from the coronavirus (COVID-19) pandemic is ongoing OR the Company remains unable to operate in the usual way owing to restrictions implemented by the government in connection with the coronavirus (COVID-19) pandemic ]. [ Provide details of the impact on the organisation, for example whether operations have ceased altogether, or are continuing on a substantially reduced basis, etc. ]...

The court holds comprehensive jurisdiction to sanction or decline a financial remedy consent order embodying the parties’ bargain (see section 33A of the Matrimonial Causes Act 1973 (MCA 1973) and the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 9.26). Yet the court is neither ‘a rubber stamp’ nor a ‘bloodhound’ or ‘forensic ferret’ (see Pounds v Pounds and L v L). Its jurisdiction cannot be excluded. The court undertakes an autonomous and independent evaluation to enable it to discharge and fulfil its statutory duties by reference to the relevant factors set out in the MCA 1973, s 25...

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...

Local authorities have an overarching obligation to take whatever measures are needed to ensure, so far as practicable, that their district remains free of rats and mice, and, specifically, to: periodically undertake any inspections required for that purpose eradicate rats and mice on land they occupy and, otherwise, keep such land, so far as practicable, free from rats and mice enforce the duties of owners and occupiers of land under Part I of the Prevention of Damage by Pests Act 1949 (PDPA 1949), and carry out operations authorised by those provisions This Q&A proceeds on the basis that the local authority is neither the owner nor the occupier of the property in question and is therefore unable to rely on the statutory power in PDPA 1949, s 2(1)(b) referred to above...