Deal with meaning

More than 150 jurisdictions operate merger control, or regimes akin to it. Within these systems, competition regulators may prohibit a deal entirely, or approve it subject to remedies, whether agreed or imposed. This Checklist sets out practical points to bear in mind when managing filing obligations across multiple jurisdictions. For overviews of merger control rules in every jurisdiction, see MJ merger grid—jurisdiction and MJ merger grid—procedure. For distilled takeaways, consult Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls. It also flags issues commonly seen in practice. Guidance is provided in those resources. What transactions fall within merger control rules? Relevant transactions Across most regimes, including the EU, merger control captures any deal that places formerly independent undertakings under common control. Control is often defined broadly. Acquisitions of control—sole v joint control Control can rest with a single party, or be shared with one or more others: sole control: a shareholder that acquires control can take strategic decisions for the target without...

This Checklist offers guidance on how to determine whether an Irish court has jurisdiction to deal with the specific civil dispute. This Checklist explains how to assess jurisdiction for a particular civil dispute in Ireland. In doing so, it reviews the regimes under Brussels I (recast), the Lugano Convention and the Hague Convention on Choice of Court Agreements. It sets out a high-level overview to help decide whether proceedings ought properly to be brought in Ireland. For guidance on: the particular court in which to issue proceedings, see Practice Note: Ireland-Starting a civil action pre-action considerations before pursuing a civil claim in an Irish court, and the steps to commence and advance a claim in Ireland, see Practice Notes: Ireland-Starting a civil action and Ireland-Pre-action conduct; and for initiating and case managing a civil claim, see Ireland-Progressing and managing a High Court civil claim further elements of Irish civil litigation, see: Ireland-Alternative dispute resolution and settlement-overview, which links to detailed guidance on specific...

This Checklist outlines the principal considerations when preparing a schedule to a business‑to‑business agreement. For further guidance on drafting commercial contracts, in general, see: Practice Note: Key terms and conditions in commercial contracts Practice Note: Structure and form of commercial contracts Commercial contract drafting and review-checklist Commercial contract review and execution (business personnel)-checklist What are schedules used for? Schedules to an agreement typically hold detailed information about particular aspects of the deal or deviations from a standard contract, and they commonly address commercial matters. These may cover pricing and charges, key personnel, service levels and service credits, technical specifications and statements of work (e.g. details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. In more intricate agreements, the appropriate commercial teams within the business often assume responsibility for schedules addressing commercial issues (with input from lawyers where required), as they...

What are the restrictions on alterations and when is landlord's consent required? During any due diligence on acquiring a head lease, it is vital to assess the tenant’s scope to carry out alterations. Clauses that are overly restrictive can materially reduce value, obstruct a purchaser’s ability to raise finance, to let, to dispose of its interest in future, or otherwise deal with it, and can also present a continuing property management burden...

Checklist This checklist explores the actions a buyer’s solicitor ought to take during due diligence to deal with matters arising from the property’s physical state and the surveyor’s findings, as part of the investigation. Although this Checklist refers to the buyer’s solicitor, equivalent considerations apply to a tenant’s solicitor acting on the grant of a new lease, and to a borrower’s solicitor involved in the financing or refinancing of property. A solicitor is not qualified to advise on the state or the value of a property, and the report on title prepared for the buyer by the buyer’s solicitor should include a qualification to that effect. If the survey or valuation identifies any issues with the property, the buyer may wish to negotiate a reduction in the price or to include an obligation in the contract requiring the seller to remedy the matter prior to completion. Has the buyer’s solicitor advised the buyer to commission a survey? A buyer’s solicitor should always advise the buyer to have the property...

Mergers The Commission approved Brookfield Corporation’s takeover of sole control of Oaktree Capital Group Holdings, LLC (M.12284) following a phase I review—see further, Midday Express The Commission received filings for: Clarios/Ecobat Germany/Ecobat Austria (M.12145) (ordinary merger procedure) JLL/PIF/FMTECH (M.12358) (simplified merger procedure) NOTE—For all active merger probes before the Commission, see further, EU mergers—ongoing cases tracker Competition policy The Commission stated that Executive Vice-President, Teresa Ribera, convened an implementation dialogue on the effects of mergers, productivity, sustainability, and the cost of living—see further, implementation dialogue and Midday Express NOTE—For all current EU competition law legislative, guidance and wider policy work, see further, EU competition horizon scanning—2026 and beyond State aid The Commission adopted a decision under the Clean Industrial Deal State Aid Framework (CISAF) authorising a Spanish measure (valued at €200m) to back strategic investments expanding manufacturing capacity across the electric...

In this issue: Electricity and gas market regulation and licensing Renewable energy Capacity Market, balancing services and energy system flexibility Conventional power, waste to energy, biomass, and CHP projects Nuclear energy Planning issues in energy projects International energy Daily and weekly news alerts New and updated content Dates for your diary Trackers Electricity and gas market regulation and licensing Ofgem publishes determinations on code manager selection for REC and BSC Ofgem has issued two determinations, setting out its conclusions under section 187(1) of the Energy Act 2023 to move ahead with appointing code managers for the Balancing and Settlement Code (BSC) and the Retail Energy Code (REC) without running a competition. As a consequence, both the Retail Energy Code Company Ltd and Elexon Ltd will, respectively, be asked to provide a licensing assessment form. Ofgem will subsequently review the submissions and confirm whether it proposes to award each entity a licence. See:...

In this issue: Investigating criminal conduct Decision to prosecute and alternatives to prosecution Sentencing Bribery, corruption, sanctions and export controls Cybercrime and data protection offences Environmental offences Financial services and pensions offences Food safety and hygiene offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Investigating criminal conduct Whistleblowing in the UK—Still a long road ahead Rahman Ravelli’s legal director, Dr Angelika Hellweger, together with associate, Tatiana Novikova, examine how the UK handles whistleblowing. They map out the present UK statutory position and other relevant mechanisms, assess the scope of the safeguards they afford, and set these against the options open to whistleblowers in the United States of America. They also describe the HM Revenue and Customs (HMRC) whistleblower reward initiative announced near the end of 2025,...

A risk with employment cessation events is that they can be set off unintentionally, for example because the last remaining active member of an employer in a multi-employer defined benefit scheme has left. The Employer Debt Regulations, SI 2005/678 were amended with effect from 6 April 2008 to introduce grace periods, a device intended to help employers deal with accidental employment cessation events. For further information on employment cessation events and other section 75 triggers, see Practice Note: When is a section 75 debt triggered? When can a grace period be used? When can a grace period be used? An employer in a multi-employer defined benefit scheme may notify the trustees that it wishes to enter a grace period (by giving a grace period notice) if: that employer ceases to employ active members at a time when at least one other employer still employs active members, thereby creating an employment cessation event, and it intends to employ at least one individual who is an...

Yunneng Wind Power Co. Limited successfully sought a Part 26A restructuring plan (RP), with the convening hearing in July 2023 and the sanction hearing in August 2023. The key points are set out below. Capitalised terms not defined here take the meanings assigned in the convening and sanction judgments. This Deal Debrief forms part of the Restructuring plans collection. For a fuller review of core metrics from RPs lodged in 2023, alongside commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Yunneng Wind Power Co....

This Practice Note sets out the practical measures a tenant should take to renew its business tenancy under the Landlord and Tenant Act 1954 (LTA 1954) where the landlord does not object. It outlines how to serve a section 26 request for a new lease or respond to a landlord’s section 25 notice, the time limit for starting proceedings, agreeing extensions to that statutory limit, the required form and content of the claim, the correct court for issue, how to answer the claim, and the subsequent stages of the lease renewal process. Check LTA 1954 applies Before acting, confirm that LTA 1954 applies per s 23, namely: there is a periodic or fixed-term tenancy; the LTA 1954 does not cover, for example, a licence or a tenancy at will the tenant occupies at least part of the premises that occupation is wholly or partly for business purposes and the letting is not within a class excluded from LTA 1954 protection ...

1 Introduction 1.1 Precise time capture enables the firm to gauge the real cost of the services we deliver and to supply clients with comprehensive billing details. 1.2 Logging your time swiftly and correctly supports you in meeting your personal performance targets. 1.3 FAQs accompany this policy and can be accessed [ state where, eg on our intranet ]. For any queries about time recording, please reach out to [ state who will deal with queries ]. 2 How is time recorded? 2.1 Time should be entered in [ 6-minute units ]. 2.2 [ State exactly how time is recorded in your firm, which will vary from firm to firm depending on whether you use a case-management system, free-standing time recording system or manual time sheets ]. 3 When should time be recorded?...

1 Purpose and scope of the procedure 1.1 A grievance is any concern, issue or complaint an employee brings to their employer. Such matters may involve, amongst other areas, terms and conditions of employment, health and safety, workplace relationships, new working practices, organisational changes, equal opportunities [ and bullying and harassment ]. [ If your grievance concerns discrimination, bullying, harassment [ or whistleblowing ] please refer to the [ discrimination AND/OR bullying and harassment AND/OR whistleblowing ] policies, which set out the procedure to follow in those circumstances and are available from [ specify contact ]. ] 1.2 We will endeavour to deal, as swiftly as possible, with any grievance you may have regarding your employment. This procedure is available to any employee who has a grievance about their employment and is the process you should use if you wish to raise a formal grievance. Where appropriate, you should first try to resolve the issue informally with the person to whom you directly report. If it cannot be...

Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and completion take place on the same day, in which case, all the conditions precedent to funding will need to be satisfied before...

Where a long residential lease is extended under section 56 of the Leasehold Reform, Housing and Urban Development Act 1993 (LRHUDA 1993) and the freehold is subject to a Form N restriction in respect of a charge to the freeholder’s lenders, will the HM Land Registry require lender consent to be submitted in order for the lease extension to be registered notwithstanding that the lease extension is pursuant to statute? A restriction entered on the register indicates that the proprietor’s power to deal with the land is constrained in some manner. Its practical effect is either to bar registration of a disposition, or to oblige the applicant to satisfy specified requirements before registration can proceed, for example by producing evidence of consent from the person entitled to the benefit of the restriction. A restriction may apply to every disposition, or be confined to a defined class of disposition. It can prevent any entry from being made permanently, for a stated period, or until a stated...

On dissolution of a company When a company is dissolved, all freehold and leasehold assets, together with rights belonging to, or held on trust for, the company immediately beforehand, are regarded as bona vacantia and pass to the Crown (or to the relevant Duchy). This captures leasehold interests, but excludes property the company holds on trust for someone else. See Practice Note: Bona vacantia and company property. The Crown has no duty to manage, dispose of, or deal with assets that vest in it as bona vacantia in any particular manner...

Commercial leases commonly bar tenants from carrying out alterations or enhancements to the let premises unless the landlord agrees. In addition, tenants are typically required, on expiry of the term, to hand back the property in the condition it was in at the outset. As a result, if consent for alterations is given, an obligation to reinstate will generally be imposed as a pre-condition. The Landlord and Tenant Act 1927 (LTA 1927) sets out a number of provisions concerning improvements...