Goodwill meaning

Consider the nature of the IP right From a lender’s standpoint, use this checklist to pinpoint key points when taking IP as security and the steps to implement it... Identify the IP right and applicable law; patents, trade marks, registered designs and copyright can be mortgaged or charged... Select security: a legal mortgage (assignment plus redemption and exclusive licence‑back) offers stronger control than a fixed charge; for charges, restrict disposals and hold an executed undated assignment in escrow (verify foreign recognition)... Confirm ownership, term, existing security, licences and third‑party interests; demand warranties and title evidence, especially for unregistered rights... Assess validity and maintenance: search prior rights, check renewals and genuine use, monitor infringement, review litigation; obtain professional opinions where needed... Value the right and routes on default (licensing or sale); add complementary assets if required... Cover associated rights and materials: unregistered marks/goodwill (only with the business), unregistered designs, database right, know‑how/confidential information, domain names, and software/source code with escrow... Register...

How to use this Checklist This Checklist pinpoints common matters that arise when negotiating and drafting the following agreements: Trade mark assignment (pro-assignor) Trade mark assignment (pro-assignee) For more detail on the legal basis for assigning trade marks and the formalities required, see Practice Note: Assigning intellectual property rights. It can also be repurposed as heads of terms to capture headline agreed points while a formal trade mark assignment is being finalised. For guidance on this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed trade mark assignment Checklist, further details, notes (if any) Key commercial considerations ☐ Parties Verify which entities will be party to the agreement—specify the current owner of the trade marks (ie the assignor) and the entity to whom they will be transferred (ie the assignee). Also confirm each party’s legal status and whether any third parties (such as group affiliates) are intended to benefit under the proposed agreement. ☐...

This Checklist outlines best practice for undertaking environmental, social, and governance due diligence, offering general direction on ESG reviews alongside specialised guidance for each ESG pillar. For wider ESG materials, see: ESG and sustainability collection. For environmental due diligence, consult the following Practice Notes: Environmental due diligence-asset purchase Environmental due diligence-share purchase Environmental due diligence-leases For broader due diligence guidance, see Practice Note: Due diligence-share and asset purchases. Introduction As national and international regulators release progressively stricter ESG guidance and public focus on ESG matters intensifies, the need for ESG due diligence on M&A targets continues to rise. A rigorous ESG review by an M&A buyer and its advisers can pinpoint, mitigate, and even avoid regulatory and reputational risks, while shaping deal valuation and structure. Strong ESG policies and practices may make a target more compelling by creating lasting value and goodwill that endure after completion. By contrast, a weak stance on ESG may expose a target to...

Muller UK and Ireland Group LLP and others v HMRC [2026] EWCA Civ 248 The second, third and fourth appellants (the Corporate Members) were part of the Muller multinational corporate group trading in dairy products. In 2013, those appellants moved their respective trades and assets, including intellectual property and goodwill, to the fourth appellant, Muller UK and Ireland Group LLP (LLP), receiving membership units in the LLP in exchange. The LLP recorded amortisation of the assets and goodwill (the Material Assets) in its accounts on a straight-line basis over five years. When calculating their taxable profits from the LLP for the 2013–18 accounting periods, the Corporate Members claimed deductions for that amortisation under Part 8 of the Corporation Tax Act 2009 (CTA 2009). HMRC rejected the claims on the footing that the Material Assets did not satisfy the Part 8 ‘gateway’ in CTA 2009, s 882(1)(b) (as then in force). That provision removed from Part 8’s scope assets obtained from a related party. While Part 8 does not expressly...

Dana Astra IOOO v Secretary of State for Foreign, Commonwealth and Development Affairs [2025] EWHC 289 (Admin) What was the background? The Secretary of State for Foreign, Commonwealth and Development Affairs (the FCDO) designated Dana, a major real estate and construction company active in Belarus, as an 'involved person' under the 2019 Regulations, SI 2019/600, made pursuant to s 1 of SAMLA 2018. Importantly, Dana was not domiciled in the UK and had no property, assets, or commercial interests within the jurisdiction. The FCDO considered there were reasonable grounds to suspect that Dana was an involved person for the purposes of Regulation 6 of the 2019 Regulations, SI 2019/600, because it: had engaged in the repression of civil society or democratic opposition in Belarus, or in other conduct, policies, or activities that undermine democracy or the rule of law in that state, in particular through its sponsorship of the Belarusian National Olympic Committee (the BNOC); and had obtained a benefit from, or provided support...

MVL Properties (2017) Ltd v The Leadmill Ltd [2025] EWHC 349 (Ch) What are the practical implications of this case? Hugely significant consequences flow from this decision. The tenant accepted that, at the end of the current tenancy, the landlord could operate the same kind of business as the tenant; nevertheless it said the landlord was unlawfully depriving it of possession, contrary to Article 1 of Protocol 1 to the ECHR (A1P1), on the basis that the landlord was obtaining the tenant’s goodwill without adequate compensation. Had the High Court found a breach of A1P1 arising from the operation of ground (g) of the Landlord and Tenant Act 1954 in this claim, the court would then have been required to consider whether ground (g) itself could be read compatibly (in a new way) via section 3 of the Human Rights Act 1998 (HRA 1998) in this claim and, if that were not possible, whether to make a declaration of incompatibility under HRA 1998, s 4...

For many companies, intellectual property rights (IPRs) constitute an increasingly important and significant asset class. Although contemporary technology firms, pharmaceutical businesses and industrial players are most closely and very commonly linked with holding portfolios rich in IPRs, even the least likely organisations may own rights that are fundamental to them and, without which, they simply could not operate (or do so as effectively or profitably) or would suffer significant loss of value. As a broad category, IPRs are wide-ranging and inherently diverse indeed. According to context, there are, in particular, rights beyond the best known (patents, trade marks and copyright) that may—or may not—be generally regarded strictly as IPRs, such as database rights, websites with their associated domain names, goodwill and contractual rights allied to IPRs. For further detail on the principal types of intellectual property rights an insolvency practitioner as office holder may encounter, see Practice Note: IP right comparison table. Patents, design rights and trade marks depend for their existence and protection on registration (at the...

Corporate intangible assets regime — general rule Under Part 8 of the Corporation Tax Act 2009, a company’s profits and losses on intangible fixed assets are taken into account for corporation tax as credits and debits in accordance with the accounting treatment of those assets. In essence, GAAP-compliant accounts form the foundation for determining the taxable and relievable amounts connected to a company’s IFAs. This is often summarised as ‘tax follows the accounts’. There are, however, several exceptions where the corporate intangible assets rules require a departure from the accounting outcome, with IFA credits and debits calculated on a different footing. For broader guidance on the taxation of IFAs, see Practice Note: How intangible fixed assets are taxed—basic principles. Relevant assets One instance where the legislation moves away from relying on the company’s accounts concerns ‘relevant assets’. A relevant asset is: goodwill in a business or part of a business an IFA that consists of information which relates to customers ...

This Practice Note offers an introduction to cybersquatting. It involves registering a domain name that incorporates another business’s trade mark with the purpose (or consequence) of taking unfair advantage of that mark. It also encompasses typosquatting, being the registration of a domain name featuring a misspelt version of another party’s trade mark. There are several avenues to pursue action against cybersquatters, including Nominet’s Dispute Resolution Service (DRS) and the Uniform Domain Name Dispute Resolution Policy (UDRP)... What is cybersquatting? Also referred to as domain name squatting, it is the bad-faith registration of a domain name that matches or is confusingly similar to a trade mark or name, with the intention of profiting from the goodwill attached to that mark or name. The practice exploits the trade marks of businesses, individuals, or other entities, aiming to secure commercial benefit for the ‘squatter’ and/or to interfere with legitimate activities... Evolution and key characteristics of cybersquatting The phenomenon took hold in the 1990s during the early phase of internet...

This Agreement is dated [ insert date ] Parties [ Insert name of investee company ], a company incorporated in England and Wales with number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company) The several persons whose names and addresses appear in Part A of Schedule 2 (together, the Founders) [ The several persons whose names and addresses appear in Part B of Schedule 2 (together, the Other Shareholders) and ] [ Insert name of investor ] [ incorporated in England and Wales under number [ insert company number ] whose registered office is at OR of ] [ insert address ] (the Investor) [ (each of the Company, the Founders, the Other Shareholders and the Investor is a Party and, together, the Company, the Founders, the Other Shareholder and the Investor are the Parties). ] BACKGROUND The Investor has agreed to...

This agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (the Company), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (Newco 2), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (Newco 3), The various persons named and addressed in Schedule 1 (together, the Managers), and The various persons named and addressed in Schedule 3 and any other such person as defined in clause 1.4 (the Investors) ...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of selling corporate entity ], a company registered in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Seller) [ insert name of purchasing corporate entity ], a company registered in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Buyer) [ Insert name of guarantor entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Guarantor) [ Each of the Seller, the Buyer and the Guarantor is a Party and, collectively, the Seller, the Buyer and the Guarantor are the Parties. ]...

Service of a notice to quit/notice to end the licence was not required. The lodger/licensee occupied solely by way of goodwill. No periodic licence was ever created or granted...

The law of passing off Passing off law may shield property names or addresses where goodwill is connected to the relevant name or address already...