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Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...
ARCHIVED: This Practice Note is archived and is no longer maintained. A bank loan is treated as a non-performing loan (NPL) if more than 90 days pass without the borrower making the agreed instalments or interest payments. Banks experienced an accumulation of NPLs in their books when borrowers' inability to repay was intensified by the financial crisis and subsequent recessions. When NPLs are proportionately high, banks' capacity to manage the riskiness of their lending is diminished. NPLs are a supervisory priority for the European Central Bank (ECB), which monitors the overall level of NPLs across euro area banks. Under the supervisory review and evaluation process (SREP), the ECB assesses whether individual banks adequately manage loan risk and whether they have suitable strategies, governance arrangements and processes in place. The ECB also regularly undertakes co-ordinated exercises to review the asset quality of the banks it directly supervises—it works with national supervisors to establish a consistent and effective approach to tackling and reducing bad loans, drawing on best practices as set...
STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...
This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...
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...
This flowchart serves as an aide-mémoire for examining and construing real burdens affecting land in Scotland. It is not a detailed note and, accordingly, appropriate reference should be made to the Title Conditions (Scotland) Act 2003 (TC(S)A 2003) and the Abolition of Feudal Tenure etc (Scotland) Act 2000 (AFT(S)A 2000) for more detail. See Practice Notes: Real burdens in Scotland—creation and interpretation and Real burdens in Scotland—enforcement and extinction and Flowchart: Feudal burden—determining whether it survives the Abolition of Feudal Tenure etc (Scotland) Act 2000—flowchart. Note 1 If the burden originated on...
Antitrust The application in Case C-60/25 Livronsa has now been published, an Italian national reference asking whether national courts must regard the Euribor manipulation evidence confirmed by the Commission and the Court of Justice as conclusive, and whether the ensuing competition restriction applies only to the derivatives market or instead to all markets that use the manipulated Euribor benchmark—see also the application The General Court has recently issued an order in Case T-413/21 Feralpi v Commission, an action lodged against the Commission for failing to pay Default Interest as required by the General Court in Cases C-85/15 Feralpi v Commission...
State aid General Court dismisses appeals regarding Spanish aid for the acquisition of ships The General Court delivered its ruling in Joined Cases T- 29/14 Telefónica Gestión Integral de Edificios y Servicios (formerly Taetal) v Commission and T- 31/14 Banco Santander v Commission, brought against the Commission’s decision of 17 July 2013. That decision concluded that a Spanish scheme for purchasing ships, structured around leasing and financing through tax relief, involved unlawful State aid (SA.21233) (the Commission’s 2013 decision). The Court rejected the actions. Under that arrangement, a shipowner could have a new vessel constructed with a rebate applied to the price set by the shipyard. To benefit from the reduced price (net of the rebate), the shipping company was required to agree to acquire the vessel not directly from the shipyard, but from an economic interest grouping (EIG) created under Spanish law and established by a bank. The Commission’s 2013 decision has already been considered in earlier cases. The Commission’s 2013 decision has been the subject of previous...
Antitrust Commission penalises Eurofield and Unanime Sport €172,000 for incomplete information in synthetic turf sector probe The Commission stated it has imposed fines totalling about €172,000 on Eurofield SAS (Eurofield) and Unanime Sport SAS (Unanime Sport), the ultimate parent of Eurofield at the time of the infringement, for submitting an incomplete response to an information request issued as part of its ongoing inquiry into a possible infringement of Article 101(1) TFEU. Background On 7 June 2023, the Commission revealed that it had carried out unannounced inspections at the premises of companies active in the synthetic turf sector across several Member States. It explained that the inquiry concerns synthetic turf for sports use and noted its concerns that the inspected companies may have breached Article 101 TFEU. In the course of this investigation, the Commission also sent requests for information to the companies under investigation, including Eurofield...
This Practice Note examines core aspects of the UK framework for money market funds (MMFs) that stems from Regulation (EU) 2017/1131 (the EU MMF Regulation). It also looks at suggested changes to the framework, with the Financial Conduct Authority (FCA), HM Treasury and the Bank of England (BoE) working jointly to bolster its resilience and align it with post‑Brexit regulatory objectives. For background on the EU MMF Regulation, see Practice Note: EU MMF Regulation—essentials. What is an MMF? Money market funds (MMFs) are investment funds that invest in short‑term debt instruments and so play a significant role in the short‑term financing of the economy. In particular, MMFs are open‑ended, liquid investment funds that invest in fixed income through short‑term debt, for example money market instruments issued by banks, governments or companies (including treasury bills, commercial paper and certificates of deposit) which pay interest. They therefore form an important connection between demand for, and the supply of, short‑term debt. Further information on the eligible assets of an MMF is...
CASE HUB NOTE—appeal lodged before the Court of Justice in Cases C-806/19 P and C-883/19 P ARCHIVED —this archived case hub records the state of play as at the judgment dated 24 September 2019; it is no longer maintained. See further: timeline and relevant/related cases. Case facts Outline: Appeal brought before the General Court challenging the Commission’s decision of 7 December 2016, which found infringements and levied fines on three banks that did not settle, due to their involvement in a cartel in the Euro interest rate derivatives (EIRD) market (Case AT.39914). Latest developments On 24 September 2019, the General Court delivered its judgment, largely confirming the Commission’s conclusion that HSBC Holdings plc took part in a single and continuous infringement of Article 101(1) TFEU. Nonetheless, the General Court set aside the fine imposed on HSBC Holdings plc because the Commission provided ‘insufficient reasons’ for the methodology used to calculate that penalty...
Practice Note This Practice Note explores what amounts to a protected disclosure for the whistleblowing protections in the Employment Rights Act 1996 (ERA 1996), into which the relevant provisions of the Public Interest Disclosure Act 1998 (PIDA 1998) have been incorporated. It addresses the general features of disclosures, when they qualify as qualifying disclosures, the need for a whistleblower to hold a reasonable belief that a relevant category of wrongdoing has occurred, and that the disclosure serves the public interest, where appropriate and necessary. It further considers when qualifying disclosures obtain protection and identifies the prescribed persons (people) to whom a disclosure may properly be directed. In addition, the Practice Note summarises the reporting obligations placed on certain prescribed persons to produce an annual written report concerning the workers’ disclosures received by them...
This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...
[Your] Will—[ name of testator ]— [ explanatory note ] This [ explanatory note ] sets out the key provisions of your Will in plain terms. Please review it carefully alongside your Will. If anything does not reflect our wishes, please tell [ me OR [ name of person to contact ] ] [ before you sign. ] Revocation When you execute this Will, any earlier Wills or codicils concerning [ your UK estate OR your worldwide estate ] are revoked. As a result, only this Will records your wishes on death in relation to [ your UK estate OR your worldwide estate ]. [ International aspects ] [ [ Your Will only covers your UK assets [ and your assets outside the UK will be dealt with by a separate, local Will OR and your assets outside the UK have already been dealt with by a separate, local Will ] OR Your Will covers your worldwide...
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...
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...
A well-known problem amongst procurement professionals A widely recognised headache for procurement practitioners arises from the duty in regulation 53 of the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 (PCR 2015, SI 2015/102, reg 53). It requires the ‘procurement documents’ to be accessible at the time a public contract is advertised in the Official Journal of the European Union (the Official Journal, or OJEU). In essence, contracting authorities must use the internet to provide unrestricted, complete and immediate access, at no cost, to those documents from the day a notice, issued under regulation 51, appears in the Official Journal, or from the day an invitation to confirm interest is dispatched. The issue most often raised, particularly for public procurements run under the restricted procedure (and comparable routes that involve a pre-qualification phase ahead of the award stage), is whether the invitation to tender and the specification must already be available when the contract notice is published in the OJEU. Timing this disclosure often proves challenging for contracting authorities...
For the purposes of this Q&A, it is assumed that: the leasehold property forms part of the unadministered Estate the Estate bears the primary responsibility to pay the service charge the beneficiaries in occupation have a right to occupy the leasehold property Whilst the Estate is being administered, legal ownership of the deceased’s unadministered assets is vested in the personal representatives (PRs) for the purposes of administration and to carry out that administration. In the meantime, no beneficiary, whether taking under the deceased’s Will or by intestacy, has any proprietary interest in any particular or identifiable asset comprised within the unadministered Estate, nor any enforceable claim to such an item. See Practice Note: Beneficiaries’ rights and remedies. The PRs hold extensive powers to administer and manage the deceased’s Estate...