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Use this Checklist when representing the seller in the disposal of a registered freehold or leasehold commercial property, whether with vacant possession or subject to one or more leases. It is not comprehensive and will not address every eventuality for every transaction. You should always consider if any additional matters need to be dealt with. Always reflect on whether other relevant issues should be addressed. It is assumed that: the property has no residential tenancies, and the seller is solvent It includes the following key sections as part of the transaction: Preliminary matters Is the property subject to a legal charge? Before exchange of contracts Are you ready to exchange? Exchange of contracts Post exchange Between exchange and completion Are you ready to complete? Completion Post completion Preliminary matters See also Practice Note: Transferring commercial property—a practical guide—Preliminary matters. Are the seller’s instructions clear? Effective due...

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: Enfranchisement and right to manage Service charges Disputes and remedies Residential tenancies Property disputes in Scotland LexTalk®Property Disputes: a Lexis®Nexis community Additional Property disputes updates Daily and weekly news alerts Dates for your diary New and updated content Trackers Enfranchisement and right to manage Can qualifying tenants prevent incumbrances created after an unlawful disposal from binding them? (Donovan v Prescott Place) In Donovan v Prescott Place [2024] EWCA Civ 298, [2024] All ER (D) 04 (Apr), a block of flats was sold to a purchaser without the vendor first offering the qualifying tenants the opportunity required by section 1 of the Landlord and Tenant Act 1987 (LTA 1987). The tenants eligible under the Act then obtained a court order pursuant to LTA 1987, s 19(1), directing the purchaser to transfer the building to their nominee company. After completion but before the s 19(1) order was made, the purchaser executed...

In this issue Public procurement Social housing Children's social care Healthcare Planning Daily and weekly news alerts New and updated content New Q&As Public procurement Cabinet Office releases second tranche of Procurement Act 2023 guidance The Cabinet Office has issued a second batch of guidance to support the Procurement Act 2023 (PA 2023). This technical material is intended to assist stakeholders, procurement practitioners and commercial policy leads in contracting authorities to interpret and navigate the new regime. The guidance will be released in stages, with completion aimed for June 2024. These materials should be read alongside the PA 2023 and its associated (currently draft) regulations. Each document typically outlines the legal framework, what has changed, key takeaways and policy intent, links to relevant notices or guidance, and where to access further information. See: LNB News 16/04/2024 42. Welsh Government publishes responses to health service procurement consultation The Welsh Government has published the summary...

Scope of the regime (NSIA 2021) took full effect on 4 January 2022. From that point, the UK Government gained powers to scrutinise and intervene in a broad array of investments in entities operating in the UK, and in purchases of related assets, with the goal of stopping deals that might threaten the UK’s national security. The regime is run by the Investment Security Unit (ISU) within the Cabinet Office, while the formal decision‑maker is the Chancellor of the Duchy of Lancaster (described in the Act, and here, as the ‘Secretary of State’). Beyond handling notifications and associated proceedings, the ISU may issue guidance on the regime and how it applies to particular transactions. Under NSIA 2021, certain investments in business entities active across 17 specified UK sectors must be notified to the ISU by the investor and cleared by the Secretary of State before completion. This notification duty applies whether the investor is UK‑based or overseas, and also to investments in foreign entities active in these sectors in...

This Practice Note is part of the Share purchase transaction collection. To implement every element of the deal, each share purchase will necessitate the preparation of certain ancillary documents (some of which will call for more negotiation than others). These supporting papers will either be produced by the corporate solicitor preparing the share purchase agreement (SPA), or by a more junior team member. Some will be executed on exchange and others on completion (depending on whether those milestones occur at the same time). Ancillary documents include: loan note instrument (where a portion of the consideration is to be met by the buyer issuing loan notes) board minutes (the buyer, seller and target company must hold board meetings to approve various matters at completion, with the buyer and seller also holding board meetings at exchange to authorise entry into the SPA) resolution of the members of the buyer (where the buyer’s articles require a members’ resolution to approve the terms of the proposed transaction) ...

There are two principal routes to acquire a business: buying its assets or buying its shares. These approaches are intrinsically distinct and call for markedly different procedures and paperwork. Nature of the transaction Why an asset purchase? Through an asset deal, the buyer selects only the assets and specific liabilities it wants and explicitly agrees to take on. On completion, title to those assets and responsibility for those assumed liabilities pass to the buyer, while any unwanted assets and, crucially, liabilities remain with the seller. This gives the purchaser significant flexibility to cherry-pick and largely sidestep the danger of inheriting liabilities it does not want. By contrast, a share deal transfers ownership of the company that operates the target business. Except where the company’s contracts contain ‘change of control’ clauses, its entire undertaking - assets, agreements, rights and obligations - stays with the company, allowing it to trade on with little disruption from the share transfer. However, the purchaser also takes on, albeit indirectly, all of...

This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ] whose registered office is at [ insert address ] ] (the Buyer); and [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with...

This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ] ] (the Buyer); [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered...

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; (each, a party and, collectively, the parties). background: (A) Collectively, the parties hold the legal and beneficial ownership of the whole of the issued share capital of the Company (as defined below). (B) Each Shareholder (as defined below) has agreed to put in place arrangements for the transfer of the legal and beneficial title to their shares in the Company on their death, in accordance with this agreement...