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Checklist This checklist identifies common issues that often arise when drafting both long-form and short-form software reseller agreements, and should be used alongside the Precedents: Software reseller agreement and Software as a service (SaaS) reseller agreement. For further detail on the topics highlighted here, consult Practice Notes: Key issues in software licence agreements and Key UK competition law issues in distribution/reseller agreements. The third column can be used to note observations or comments as you progress through the checklist. Consider the parties Consider party details and authority. Confirm each party’s full name, legal status, and the authority to grant the relevant rights and to comply with the corresponding obligations. Consider third party rights. Verify whether the contracting parties (particularly the supplier) hold the necessary intellectual property rights (IPRs) to grant the required rights and licences under the agreement. Also consider whether any licensor should be expressly identified as a third party able to enforce its IPRs directly against the reseller, and whether...
This Flowchart explains what the requirements are for industrial action to qualify for statutory immunity under the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992), as amended by the Employment Rights Act 2025 English law confers no positive entitlement to organise or take part in industrial action. As a matter of common law, such action is ordinarily unlawful. A trade union that calls industrial action will typically commit one or more of the so‑called economic or industrial torts. Individuals who join the action will frequently breach their contracts of employment. Statute nevertheless intervenes to grant a union immunity from tortious liability when organising industrial action, but that protection is bounded by substantial and intricate statutory requirements. Industrial action that satisfies those requirements is treated as protected. Where statutory immunity does not arise, or is lost, the action is unprotected. The ramifications for a union of initiating industrial action that lacks statutory immunity can be significant, with the possibility of damages being awarded against it and/or...
In this issue Trusts Court of Protection Elderly and vulnerable clients UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Budgets and Finance Bills Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this 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 Trusts Insufficient credible evidence led to rejection of trustee expense claims (Hubbard v Hubbard) An account in common form concerning a trust holding development land, with trustees reporting to beneficiaries. The court determined the trustees failed to properly substantiate numerous costs, leading to substantial disallowances. Core principles include: trustees bear the onus to prove expenditure charged to the trust; poor or absent records are no excuse; and the court may grant a...
In this issue: Tax treatment Corporate governance Useful information Dates for your diary Weekly highlights from other practice areas Tax treatment HMRC publishes Employment Related Securities Bulletin 61 HMRC has released Employment Related Securities Bulletin 61, outlining updates on several share incentive topics. These include: Private Intermittent Securities and Capital Exchange System (PISCES): The bulletin reminds readers of draft legislation enabling existing company share option plan (CSOP) and enterprise management incentives (EMI) agreements to be amended so that sales on a PISCES platform qualify as exercisable events without losing tax advantages. It highlights that the legislation remains in draft form, is subject to change, and applies only to existing CSOP and EMI contracts granted on or before Royal Assent of the Finance Bill 2025–26. For options granted after that date, a PISCES sale should be specified as an exercisable event in the option terms at grant, just as with any other exercisable event. It also...
Loan market and developments Overview Broadly, Scotland’s loan market mirrors that of England. Financial services regulation operates on a UK‑wide basis; a substantial body of legislation governing companies and other corporate vehicles (including corporate insolvency) likewise applies across the UK; and all Scottish clearing banks conduct business in every UK jurisdiction, as do their counterparts across the UK. In practical terms, this means English law governed loan documents typically require minimal amendment for UK cross‑border lending transactions. There are, however, some differences in terminology and certain statutory variations that must be allowed for; beyond those matters, an English law loan document and a Scots law loan document are closely aligned. It is commonplace, for example, for English law loan agreements to be deployed in Scottish lending transactions. The principal divergences between the jurisdictions arise in relation to property law and to the law concerning rights in security, where Scots law and English law are notably distinct. Lending Is it necessary to secure any consents or licences to...
Loan market and developments Please provide a succinct outline of the current condition of the loan markets in your jurisdiction and any noteworthy recent developments. The US corporate loan market remains a significant pillar of the US economy. While the US loan market has undergone considerable change in recent years, it is still resilient and continues to be one of the most inventive and consequential areas within the US capital markets. Two principal components of the US corporate loan space are broadly syndicated loans (BSL) and private credit transactions. The BSL segment is a key funding source for medium- and large-sized companies, comprising loans where multiple banks and non-bank financial institutions extend finance through a syndicate of lenders. Private credit typically involves lending by non-bank lenders on a bilateral basis or by a small cadre of lenders (often termed ‘club deals’). Both segments have seen strong growth and transformation over the past several years. Broadly Syndicated Loans Although private credit often captures more media focus, syndicated lending...
Loan market and developments As the financial centre of the Asia Pacific region and a key channel for Chinese offshore borrowing, Hong Kong stands among the biggest and most active syndicated loan hubs in Asia Pacific (excluding Japan), often contributing more than 20% of the region’s total syndicated volumes. A sustained spell of low interest rates and plentiful liquidity across Hong Kong’s banking system has kept funding widely accessible to borrowers. Bloomberg indicates that, in the sustainability-linked loan arena, Hong Kong led the Asia Pacific region (excluding Japan), delivering a record 31.4% share of overall issuance. This strong demand has also boosted HKD-denominated activity, making HKD the second most utilised currency in the sustainability-linked loan market for H1 2024... Please provide a brief overview of forthcoming changes to the law or other matters that may affect the loan markets or the responses to the questions
Joint property ownership in England and Wales When property is owned jointly in England and Wales, it is held in two ways. The legal title shows the names under which the property is registered. Those legal owners hold it on trust for the beneficial owners (also called equitable owners). Beneficial owners are often the same as the legal owners, but need not be. Legal title is always held as joint tenants. Accordingly, the registered owners hold the property ‘per muy et per tout’: each owns the entirety rather than fixed shares...