Due execution 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...

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 introduces a substantial suite of measures that strengthen the role of Companies House and promote greater transparency across UK corporate entities. The Act will be brought into effect in phases over an extended timeframe. Numerous provisions will depend on detailed secondary legislation and accompanying guidance, alongside the development and rollout of new technical systems, processes and tools to implement the reforms. For further information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker, and Corporate transparency reform—changes to company registers. What are a company's constitutional documents?...

This flowchart explains the actions required from the issue of a pension sharing order, following the court’s final order/decree of divorce, dissolution or nullity, through to the execution of that pension sharing order in due course...

Oliver v Oliver [2024] EWHC 2289 (Ch) What are the practical implications of this case? This judgment stands as an uncommon instance of a Will being set aside for both want of testamentary capacity and undue influence despite professional preparation, the court having the testator’s recorded instructions, and a certificate obtained from the testator’s GP. It merits close reading for its survey of authority and its demonstration of the application of legal principles in real cases, including where a defendant declines to engage with the proceedings. The court concluded that William lacked testamentary capacity after a detailed evaluation of his medical notes (including a post-mortem), expert opinion from a Consultant in Old Age Psychiatry, and witness evidence. Although a determination on undue influence was not required, the reasoning still provides a helpful illustration of a successful claim. Jane adduced substantial material evidencing Rodney’s domination of William, which encompassed restricting his contact with other relatives and influencing his medical treatment. Rodney induced William to cease his prescribed treatment and instead...

Original news Mr Y (CAS-57893-P0C6)—20 August 2025 / Ms R (CAS-58612-P1X1)—18 July 2025 Summary The Pensions Ombudsman dismissed a complaint concerning a loan note investment. The scheme’s independent trustee bore no responsibility for losses arising from this high-risk, speculative asset. The complainants had completed forms confirming the trustee was not giving investment advice and could not be held accountable for any investment loss. The arrangement ran on an execution-only basis. The trustee also undertook appropriate due diligence before proceeding. In light of these factors, no liability ultimately attached to the trustee for the loan note loss. The determination highlights the perils of placing funds into non-standard investments. Accordingly, the complaint failed. What were the facts? Ms R and Mr Y were members of the Westerby Pension Scheme (the Scheme). The Scheme was a self-directed, self-invested personal pension (SIPP) scheme. Westerby Trustee Services Limited (Westerby) was the Scheme’s independent trustee and administrator...

In this issue: Wills Probate Trusts UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Contentious trusts and estates Scotland, Wales and Northern Ireland International Question of the week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Wills No line of sight—due execution and presence In the Estate of Kathleen Coady, District Judge Chloë Phillips delivered judgment in Coady v Coady PT-2023-BHM-000025 (Business & Property Courts in Birmingham (Probate)), addressing as a preliminary question whether a coronavirus (COVID-19) era ‘garden signing’ met section 9 of the Wills Act 1837. The court concluded it did not, rendering the 25 April 2020 Will invalid. Written by Charlotte John of Gatehouse Chambers. See News Analysis: No line of sight—due execution and presence In the Estate of Kathleen Coady. Probate...

What are the Food Safety and Hygiene (England) Regulations 2013 Known as FSH(E)R 2013 and cited as SI 2013/2996, these regulations apply only in England and took effect on 31 December 2013. All action to enforce food safety and food hygiene is undertaken under these provisions. The Food Standard Agency (FSA) works alongside local authorities and Port Health Authorities when issues arise or breaches of the rules are suspected. Their overall effectiveness is also reviewed using general feedback provided by industry and by enforcement authorities on a continuing general basis...

This checklist supports a buyer’s solicitor in conducting an early read-through of the first draft of a contract for the purchase of commercial property issued by the seller, spotlighting the headline matters to verify. At times, the seller’s solicitor may prepare the agreement without fully grasping every point that must be addressed; accordingly, the buyer should stay alert to any omissions from the outset and raise probable issues or contractual needs at the earliest opportunity (even if only noted as a placeholder in the document while awaiting instructions or further detail). Identification of seller and buyer Heads of terms may not capture the parties precisely: Companies House: where the seller is a company, the buyer’s solicitor must confirm via Companies House that the named party and company number in the heads of terms are correct and match the details shown in the title documents. If the seller is an overseas company, a partnership or another entity, the buyer should immediately seek an opinion letter...

Most lending deals involve the use of formal legal opinions issued by counsel. Commonly, they are required as a necessary condition precedent to funding, or before the finance documents are executed and put into effect. The recipient, most often the lender, receives confirmation of specified legal issues connected with the loan transaction at hand. While widely encountered across numerous lending structures, they can be challenging in both legal and practical terms, and should therefore be negotiated and settled at the earliest possible stage of the transaction process, during initial stages of the process itself...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...

Board minutes—private M&A—share purchase—exchange—seller Minutes of a board meeting (the Meeting) of [insert company name] [Limited OR plc] held at [insert place] on [insert date] at [insert time] [am OR pm]. [Insert name] chaired, confirmed due notice under the articles (the Articles), a quorum, and opened the Meeting. The Meeting considered the proposed sale of the entire issued share capital (the Shares) of [insert target name] Limited (the Target) to [insert buyer name] [Limited OR plc] (the Buyer) (the Proposed Sale), subject to specified conditions [including shareholder approval]. Interests were declared under sections 177, 182, 184 and 185 CA 2006; quorum/voting under the Articles was noted. Agreement and Disclosure Letter; Stock transfer(s) and Voting PoA; [Circular and related shareholder and AIM documents, consents, undertakings, Announcement, and other Sale Documents]. Key points: conditions precedent; consideration £[insert amount] [form/timing]; warranties [and indemnities] with limits (cap £[insert amount]) and threshold; disclosures in the Disclosure Letter; and post‑completion non‑compete/non‑solicit. Approve the...

[ insert name of company adopting the CSOP ] (the Company) — [ insert Company number ] Record of a meeting of the Company’s [ remuneration committee of the ] board of directors, convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ]. Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] was appointed to chair the meeting. It was confirmed that due notice had been issued in accordance with the Company’s articles of association (Articles) and that the meeting was quorate. The Chair accordingly declared the meeting duly opened...