In-specie transfer meaning

Section 57 of the Town and Country Planning Act 1990 (TCPA 1990) requires planning consent for any material change in the use of buildings or land. Any limitations or conditions attached to a permission must likewise be adhered to. Liability for any existing breach will transfer to the purchaser. It is therefore essential to verify that the current use of the entire property is properly authorised and that all related conditions are being complied with, or to establish whether any unauthorised use or breach has become immune from enforcement. For further information, see Practice Note: Material change of use. Is the use authorised? Confirm the permitted use of the property, or, where relevant, each planning unit, and determine whether that use is authorised by: an explicit planning permission a certificate of lawful use, or permitted development rights If the permitted use does not mirror an express planning permission, do not assume it is unlawful; it may still be authorised by...

This timeline charts activity from 1 January 2024 onwards concerning the EU-facing legal and supervisory frameworks for anti-money laundering (AML), counter-terrorist financing (CTF) and counter‑proliferation financing (CPF) within the financial services sector. It traces both milestones and roll-out of the European AML, CTF and CPF rulebook. It also tracks cross-border initiatives in AML/CTF/CPF from the Financial Action Task Force (FATF), Basel Committee on Banking Supervision (BCBS), International Association of Insurance Supervisors (IAIS), IOSCO, the Egmont Group of Financial Intelligence Units (FIUs) and the Wolfsberg Group. For added detail on the EU AML/CTF regime, consult the Financial crime and sanctions (EU Law)—overview, including Practice Notes on AMLA—direct oversight of qualifying financial services firms, the EU Sixth Money Laundering Directive (MLD6) and the EU Recast Second Wire Transfer Regulation (Recast WTR2) on cryptoasset transfers... 2026 16 March 2026 — AMLA — AMLA starts a data collection exercise to test risk assessment models. AMLA has issued the reporting package for this data collection and testing exercise...

How to use this Checklist This Checklist flags common matters that arise when negotiating and drafting agreements to transfer intellectual property rights (IPRs) in a website. Many of the same points are also pertinent to other types of transaction. Key commercial considerations technical and functional requirements defining the relevant IPRs any cross‑licensing arrangements the terms underpinning the transfer of rights rights held by third parties Use the third column to capture observations or remarks as you work through the Checklist. Checklist for the transfer of intellectual property rights in a website &x2610; Verify each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. &x2610; Confirm when the transfer becomes effective and whether it is contingent on any other agreements or events. &x2610; Confirm if the deal is a one‑off assignment of IPRs or if there will be ongoing licensing or support; where continuing...

These Flowcharts These Flowcharts offer direction on the proper method for completing the parts of a stock transfer form that address consideration, stamp duty certification, and execution. They are included within an annotated stock transfer form, which clearly sets out instructions explaining how its sections should be properly filled in...

STOP PRESS: This document is being revised to take account of the Data (Use and Access) Act 2025 (DUAA 2025), which updates the UK GDPR and the Data Protection Act 2018. For more on the compliance impact of DUAA 2025, see Practice Note: Data (Use and Access) Act 2025—compliance implications... This Flowchart steers you through the lawful mechanisms for sending personal data to a country outside the UK, for example: an adequacy decision or regulation appropriate safeguards such as standard contractual clauses (SCCs) or the International Data Transfer Agreement (IDTA), or binding corporate rules (BCRs) a derogation Such transfers are barred by the data protection regime unless one of these tools is in place. These mechanisms exist to ensure data subjects remain protected when their personal data leaves the UK... The mechanisms follow a hierarchy, and this Flowchart helps you select the route most suitable for your organisation and processing operations... This Flowchart reflects the UK General Data...

In Scotland, minor offences proceed by way of a summary complaint...

In this issue: Horizon scanning Status and worker categories Cross-border, international and jurisdictional issues Benefits Prohibited conduct (discrimination etc) TUPE and asset purchases Bribery, modern slavery, tax evasion and fraud Employment Tribunals Immigration IRLR Highlights—January 2025 Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Employment Highlights 2024/2025 Horizon scanning Employment Law—looking back at 2024 and ahead to 2025: The Lexis+® Employment team provide a concise overview of the standout employment law changes across 2024 and signpost what to watch in 2025, including movement on the Employment Rights Bill, the forthcoming employer duty to prevent sexual harassment, the Equality (Race and Disability) Bill, plus other impending legislation and significant cases. See News Analysis: Employment Law—looking back at 2024 and ahead to 2025. Status and worker categories MoD loses application to rehear army reservists pension bias case: In Milroy v...

Financial services adviser Broadstone reported its review of the Financial Conduct Authority (FCA)’s most recent Financial Lives Survey, released on 16 May 2025, indicated that one in three savers who moved were dissatisfied with the result. Around 12% of members with a DB pension are thinking of moving to a DC arrangement, Broadstone added, citing the FCA figures, which drew on responses from 17,950 people questioned between February and June 2024...

In this issue: Advertising, marketing and sponsorship Contracts Data protection International Supply chain LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—5 November 2025 The Advertising Standards Authority (ASA) received a single complaint about advertising by On The Beach Ltd, which stated that customers booking particular holidays would be given free access to airport lounges. The ASA upheld the complaint. See: LNB News 05/11/2025 27... Contracts Ms Amlin Marine NV (on behalf of Ms Amlin Syndicate AML/2001) v King Trader Ltd [2025] EWCA Civ 1387 The Court of Appeal (Civil Division) dismissed the appellants’ challenge and confirmed that a ‘pay first’ clause in a marine insurance policy was enforceable against the Charterer. The policy had been issued by MS Amlin Marine NV to Bintan Mining Corporation (the Charterer), which had chartered the vessel Solomon Trader...

Context Jurisdiction clauses frequently appear in commercial contracts and are typically framed as either: Exclusive jurisdiction clauses (see Practice Note:Jurisdiction agreements—exclusive jurisdiction agreements) Non-exclusive jurisdiction clauses (see Practice Note: Jurisdiction agreements—non-exclusive jurisdiction agreements) Where parties have chosen an exclusive jurisdiction term, the default position is that the English court will ordinarily ‘exercise its discretion… to secure compliance with the contractual bargain’. Such provisions now appear ever more often in trust instruments. Nevertheless, several questions arise concerning: the drafting of such clauses the areas to be covered by such clauses the interpretation and effects of such clauses Two examples of jurisdiction clauses As presently encountered, trust jurisdiction provisions create a series of connected issues, including how they are drafted, what they should cover, and how they are interpreted and what they achieve. Before considering their operation, it is useful to look at a couple of typical illustrations: a Jersey law...

This Practice Note sets out the principal tax considerations where creditors move to enforce security over the assets of a distressed company or corporate group. Related Practice Notes in this series address tax issues concerning: acquisitions of distressed debt, and debt restructurings (ie waivers, debt/equity swaps or renegotiations) In addition, Tax and distressed debt—checklist of points to consider distils the main tax points to bear in mind when dealing with distressed debt in general. This Practice Note reviews the enforcement routes open to creditors of troubled businesses and the consequences that may follow. For a detailed look at the loan relationships provisions on debt releases, see: Loan relationships—impairment and debt releases Loan relationships—impairment and debt releases: connected companies Types of enforcement As explained in Practice Note: Tax and distressed debt—debt restructurings, lenders will frequently engage in a restructuring of a distressed group’s debt to help the underlying business continue. Enforcing security over a borrower’s assets...

Governing legislation The process of transferring undertakings is regulated by SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (SI No 131/2003 (IRL)), commonly known as the TUPE Regulations 2003 (IRL). These 2003 Regulations superseded SI No 306/1980 European Communities (Safeguarding of Employees’ Rights on Transfer of Undertakings) Regulations 1980 (Ireland), as later amended by SI No 487/2000 European Communities (Safeguarding of Employees’ Rights on Transfer of Undertakings) (Amendment) Regulations 2000 (Ireland). The earlier regime gave effect to the EU Acquired Rights Directive 77/187/EEC in Ireland. Relevant transfers Numerous European Court of Justice (ECJ) rulings have clarified what amounts to a transfer for the purposes of Directive 77/187/EEC and, in turn, the TUPE Regulations 2003 (IRL). A detailed review of that body of caselaw lies outside this Practice Note and is not attempted here. In essence, a transfer arises where the undertaking keeps its identity after the handover; in other words, where the undertaking is passed on as a going concern,...

1 Definitions Completion – denotes the Date of Entry or, if later, the day the Price is paid and the purchase of the Property [ and Business ] is finalised under the Missives; Business – denotes the [ insert number ] [ star, ] [ , hotel ] [ , restaurant ] [ , café ] [ , bar ] [ , public house ] enterprise conducted by the Seller at the Property, providing [ [ describe accommodation type eg rooms, apartment or hotel ] ] [ , the sale of food and beverage ] [ , weddings ] [ , conference centre ] [ , leisure centre ] [ , spa ] [ , golf course ] [ , hairdresser ] [ , on-site staff accommodation ] together with all other activities, including those ancillary, incidental to, or connected with such business; Conclusion Date – means, unless stated otherwise, the first date on which the Missives bring about a concluded contract; Date of...

FORTHCOMING CHANGE: Potential changes to Wills Act 1837 The Law Commission’s review of wills culminated in a final report on 16 May 2025. Volume II contains a Draft Bill proposing replacement of the Wills Act 1837. For details of these proposals, including the published draft legislation, see Practice Note: Hot topic—modernising Wills and Modernising wills: Final Report Volume II: Draft Bill for a new Wills Act. STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime The Finance Act 2025 (FA 2025), which received Royal Assent on 20 March 2025, implements the abolition of the remittance basis and introduces a residence-based regime from 6 April 2025. FA 2025 makes residence, rather than domicile, the main determinant of liability to inheritance tax. changes to the rules defining excluded property status; removal of protected settlements status for offshore trusts; and modifications to overseas workday relief. For further information, see Practice Notes: The abolition of the remittance basis of taxation...

This Agreement is dated [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignor) [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignee) Each of the Assignor and the Assignee is a party; together they are the parties. Background The Assignor owns the copyright and database rights in the Database. The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. The Assignor agrees to assign all such copyright and database rights and to migrate the contents of the Database to the Assignee, and the Assignee agrees to accept that assignment and to assist and co‑operate with...

We are presuming that A is a person...

The general rule The general rule is that when a buyer of a freehold interest enters into covenants with the seller, although the burden of restrictive obligations will in many instances bind a successor in title, positive duties requiring the covenantor to act do not run when the freehold is conveyed. A rentcharge operates as a device by which a monetary duty can pass to the successor of the initial buyer. There is no issue, as a matter of contractual privity, in imposing on the purchaser a contractual obligation to pay the seller for the supply of services relating to the land; however, matters become more intricate once the seller transfers the freehold estate to a third party. The rentcharge nonetheless entitles its holder to demand regular periodic payments of money from the owner of the freehold estate. It is not a mortgage, because it does not function as security for a debt...

Practice Note: TUPE—what pension benefits should the transferee provide? The Pensions Regulator, in its auto-enrolment guidance 2, indicates that when a TUPE transfer occurs, employees who move across are regarded as new joiners of the incoming employer (the transferee)...