False instrument meaning

This checklist sets out the factors to consider when a company is proposing to grant a floating charge. This checklist proceeds on the basis that an English or Welsh company will grant a floating charge to a lender situated in England or Wales. The company granting the floating charge is the ‘chargor’. The entity receiving the floating charge is the ‘chargee’. The document recording the floating charge is the ‘security document’. For detailed guidance on the nature of floating charges and how they differ from fixed charges, see Practice Note: Fixed and floating charges. For the advantages and disadvantages of taking a floating charge, see Practice Note: Floating charges—advantages and disadvantages. For in-depth considerations when taking a floating charge, see Practice Note: Floating charges. A floating charge may form part of the security package created by a debenture—see Practice Note: Key features of debentures. Debentures typically also include other security interests, such as mortgages, assignments and fixed charges. A floating...

This Checklist sets out the principal questions practitioners should consider when advising a client facing a request for extradition. For a step-by-step overview under the EA 2003, see Practice Note: Extradition under Parts 1 and 2 of the Extradition Act 2003—procedure, together with Extradition from the UK (cat 1 request)—checklist and Extradition from the UK (cat 2 request)—checklist. Read this Checklist alongside Practice Note: Extradition and the statutory framework—an introduction to extradition, which outlines the UK extradition framework and the effect of Brexit on extradition between the UK and EU member states. Principles determining extradition under the Extradition Act 2003 The initial points to assess for a client subject to an extradition request are: does your client fall within Category 1—is this an arrest warrant issued under the Trade and Cooperation Agreement 2020 (TCA 2020) or a European Arrest Warrant (EAW) issued before IP completion day? See Practice Note: Extradition and the statutory framework—an introduction to extradition) does your client fall within Category 2—is...

What is form MR01 (Particulars of a charge) and when do you use one? A charge granted by a company registered in the UK must be filed at Companies House unless an exception in section 859A(6) of the Companies Act 2006 (CA 2006) applies (see: Which company charges are registrable at Companies House?). Missing the filing window can have serious consequences, so it is essential to complete registration within the required period. Form MR01 (Particulars of a charge) is the Companies House document used to record a company charge where the charge is: created, or evidenced, by an instrument dated on or after 6 April 2013 made by a UK-registered company If a company charge is not created or evidenced by an instrument, you should instead use form MR08 (Particulars of a charge where there is no instrument) to register it at Companies House. For details of other Companies House forms for registering company charges, see: ...

The US Department of Justice (DOJ) under the Trump administration has signalled it will deploy every instrument at its disposal—including the FCPA and the Anti-Terrorism Act (ATA)—to go after such targets. What, then, should compliance professionals understand about where FCPA and ATA risks intersect? At face value, the FCPA and ATA seem to address separate exposures: the FCPA tackles bribery of overseas officials, whereas the ATA centres on, among other matters, supplying material support to, or aiding and abetting, foreign terrorist organisations (FTOs). In reality, though, these hazards can collide—especially in markets with significant FTO presence—producing concurrent exposure. Background On 20 January 2025, President Donald Trump signed Executive Order No 14157, directing, among other measures, that specified international cartels and other transnational criminal organisations (TCOs) be classified as FTOs. Since February 2025, the US State Department has designated 11 organisations—primarily in Latin America—as FTOs. These listings carry meaningful consequences: the ATA imposes broad civil and criminal liability for furnishing material support to FTOs, and permits asset forfeiture...

As an initial move, the incoming administration, Trump promised, will set up an external revenue authority to collect import tariffs and duties. Core to his campaign is tariffs as high as 60% on goods from China and 25% on products from other economies, including Canada and Mexico. He intends to channel proceeds from these duties into cuts in income tax for US citizens. ‘I will at once commence a transformation of our trade regime to safeguard American workers and families nationwide...

In this issue: Company law and regulatory matters Corporate governance Tax treatment Useful information Trackers Dates for your diary Weekly highlights from other practice areas Company law and regulatory matters Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 published The Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 (SI 2025/439) have been issued and will take effect on 11 May 2025, having previously been laid for sifting last month (see News Analysis: Share Incentives weekly highlights—6 March 2025—Company law and regulatory matters). They remove most of the 2019 reporting obligations imposed on quoted companies in relation to directors’ remuneration, introduced to implement aspects of EU Directive 2017/828 (the revised Shareholder Rights Directive). This change reflects substantial overlap with pre‑2019 UK rules on directors’ pay reporting that remain in force and continue to apply. The instrument also updates the audit regulatory framework to address inconsistencies identified by the government and the Financial Reporting Council, which arose during...

Introduction to Musharaka—a profit and loss sharing instrument of Islamic finance At the heart of Islamic finance lies the maxim ‘no profit without risk’, ie no person should realise a gain unless they bear some degree of risk. This concept is most clearly shown through the application of profit and loss sharing instruments. For further detail on this principle, see Practice Note: Key principles of Islamic finance. This Practice Note examines Musharaka, an Islamic finance technique originally founded on profit and loss sharing and broadly analogous to a conventional partnership arrangement. In straightforward terms, a Musharaka is a partnership customarily entered into by two or more parties, not necessarily for a fixed term, and most commonly for the purpose of undertaking a business venture. In a typical Musharaka, each participant makes a capital contribution to the venture and profits and losses are shared between them. A comparable Islamic finance arrangement premised on the same profit and loss sharing rule is Mudaraba, a special form of partnership in which only...

The UK’s rules on hybrid and other mismatches Since 1 January 2017, the UK’s hybrid and other mismatch rules (described in this Practice Note as the hybrid rules) have been in force, designed to neutralise tax mismatches arising from how a hybrid instrument or hybrid entity is treated for tax. Although the hybrid rules typically apply to cross-border dealings involving two or more jurisdictions, they can also apply to transactions that are entirely UK domestic. They specifically address: deduction/non-inclusion mismatches (D/NI mismatches), i.e. where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but is not included in the taxable income of a payee or a related party investor; and double deduction cases (DD cases), i.e. where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction. For more detail on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table form of...

Introduction to the UK-EU Trade and Cooperation Agreement This Practice Note summarises the key features of the UK‑EU Trade and Cooperation Agreement (TCA) that affect trade in goods between the UK and the EU. It covers customs and export duties and other charges, and outlines the preferential rules of origin operating between the parties. It also considers import and export restrictions and licensing, customs valuation, trade remedies and tariff rate quotas. Further topics include sanitary and phytosanitary measures, technical barriers to trade, and measures on customs and trade facilitation. On 24 December 2020, UK and EU negotiators concluded an accord shaping their future relationship. The UK–EU Trade and Cooperation Agreement is a wide‑ranging instrument arising from the UK’s departure from the EU’s internal market (Brexit) and extends beyond trade in goods and services. It also covers a range of other Brexit‑related matters, including: investment competition state aid tax transparency air and road transport energy and sustainability fisheries data...

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

[ On letterhead of the Investor ] Strictly private and confidential [ insert Company name ][ insert Company address ]Date: [ insert date ] SUBJECT TO CONTRACT Dear Directors, Proposed investment of Loan Notes in [ insert name and registered number of company ] (Company) 1 Introduction 1.1 Following our recent conversations, this letter outlines the key terms and conditions on which we have agreed to proceed with an investment by way of loan notes to be issued by the Company (the Proposed Investment). 1.2 The provisions in this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 5, 6, 7, 8 and 9, are subject to contract and are not intended to be legally binding on the parties. No party shall be legally obliged to proceed with the Proposed Investment unless and until a formal written loan note instrument has been entered into. 2 Loan notes 2.1 The Company shall...

Employment Rights Act 1996 (Coronavirus, Calculation of a Week’s Pay) Regulations 2020 (Week’s Pay Amendment Regs 2020), SI 2020/814 For broader guidance on SI 2020/814, see Practice Note: Coronavirus Job Retention Scheme—right to statutory redundancy and other termination payments [Archived]. This resource provides general context on the Employment Rights Act 1996 (Coronavirus, Calculation of a Week’s Pay) Regulations 2020 and their application... The Week’s Pay Amendment Regs 2020, SI 2020/814, prescribe how to determine a week’s pay for an employee who is, or has previously been, furloughed under the CJRS. The rules apply when calculating specified payments, including an employee’s entitlement to payment under section 88 or 89 of the Employment Rights Act 1996 (ERA 1996). In effect, the instrument clarifies the approach to weekly pay where furlough is relevant, ensuring the correct basis is used for these statutory sums linked to notice or other termination-related payments as identified under the ERA 1996...

Section 15 of the Wills Act 1837 (WA 1837) states: It provides that if a beneficiary (or their spouse) attests a will, any devise, legacy, estate, interest, gift or appointment to them, their spouse or those claiming through them is void against them. The attesting person may still give evidence of execution and of the will’s validity or invalidity. An interest in residue appears to fall within this rule. However, s 15 does not displace a gift where a separate testamentary instrument, not witnessed by the beneficiary or spouse, later confirms it; for example, B witnesses a Will benefiting B, but does not witness a codicil that reaffirms it. Class gifts differ on lapse: no one is fixed as a member until ascertainment. If a member is barred (for instance, by attesting), the class gift does not lapse; the property is shared among those able to take. For more detail, including on failure of a share in residue, see: Practice Note: Failure...

Cases which distinguish leases from licences are very fact sensitive. The usual starting question is whether there is ‘exclusive possession’—the legal ability to keep all others off the land. This feature is the badge of a tenancy; in contrast, a licensee does not enjoy it. Where the parties’ arrangement is set down in a written agreement, the enquiry centres on the proper construction of that instrument, interpreted against its factual background. Do the terms, on their true meaning, confer exclusive possession? More precisely, if an agreement grants: (i) exclusive possession; (ii) for a term; and (iii) at a rent, then, absent a lodging set-up or special circumstances, it amounts to a tenancy: Street v Mountford. Alternatively, where nothing has been recorded in writing, whether exclusive possession has been conferred is determined by considering all the circumstances, including asking: what the parties would ordinarily have expected in the particular context; and whether services are provided in the name of the owner or of the occupier......