Liability group meaning

This checklist outlines the principal points an employer should assess, and the provisions it ought to require, to achieve a clear and binding letter of intent (LOI) on a construction project. Although the terms ‘contractor’ and ‘employer’ are used, the same approach applies to arrangements between a contractor and a sub-contractor. When drafting and negotiating an LOI, not every matter listed will be relevant; each should be considered in light of the specific circumstances. See Practice Note: Letters of intent—construction for further detail on letters of intent and, for an example of client guidance, see Precedent: Advice to clients—use of letters of intent. Key issues and clauses Parties’ particulars: Check that the employer’s and contractor’s full details are set out at the start of the LOI (including exact company names and, where appropriate, the company number) to prevent any doubt about the identity of the contracting parties. If either is within a corporate group, ensure the correct group company is named as the contracting entity... ...

This Checklist outlines which companies and limited liability partnerships (LLPs) fall within the main UK and EU compulsory environmental reporting regimes. It offers a high-level overview and points to the sources for the applicable reporting rules. For fuller coverage of the binding reporting obligations, see Practice Notes: CSR, ESG and human rights reporting and initiatives and EU mandatory corporate sustainability reporting. For an overview of the voluntary disclosures many companies and LLPs follow, see Practice Notes: TCFD recommendations and other ESG reporting frameworks, standards and benchmarks [Archived] and Investor group guidance on environmental, social and governance (ESG) issues. UK requirements Strategic report to contain description of principal risks and uncertainties. Scope: All companies (other than micro and small companies). Traded LLPs and banking LLPs. Source: Companies Act 2006 (CA 2006), CA 2006, s 414C(2)(b). Applied to traded LLPs and banking LLPs by Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911, Reg 12A. ...

How to use this Checklist This Checklist flags frequent issues encountered when negotiating and drafting the following agreements: Software support agreement—pro-customer Software support agreement—pro-supplier For background on matters addressed here, see Practice Note: Key issues in software licence agreements. For the main points likely to feature in talks on a software support agreement, see Practice Note: Negotiation guide—IT contracts. Also see Practice Note: Key issues in SaaS and hardware/software maintenance SLAs and Precedent: Service Level Agreement (hardware/software fault resolution support services). This Checklist can also support drafting brief, non-binding heads of terms; for that, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed software support agreement Use the third column to note observations or remarks as you progress through the Checklist. Checklist Further information Notes (if any) Parties Confirm each party’s legal status. Check whether any third parties (such as group affiliates) are intended to benefit from the proposed agreement. Confirm whether any...

Lonham Group Ltd v Scotbeef Ltd & another [2025] EWCA Civ 203 Traditionally, English insurance law placed onerous burdens on insured parties: they were required to reveal every material circumstance capable of affecting the judgment of a prudent insurer when setting the premium or determining whether to accept the risk. If they did not, the insurer could treat the policy as though it never existed. Likewise, any failure to comply with a warranty discharged the insurer from liability under the policy, regardless of the warranty’s relevance to the risk and irrespective of whether the breach was later remedied. In the early development of insurance, these severe rules were arguably justified by the informational imbalance between insured and insurer. By the twenty-first century, however, a more sophisticated market generated pressure for reform. For non-consumer insurance, the result was IA 2015, which marked a substantial change in approach. The previous duty of disclosure was replaced by a duty of fair presentation, and only in defined circumstances could an...

On 13 June 2024, HM Treasury stated that the latest sanctions package, imposing limits on four oil tankers, would further tighten the financial flows supporting Russia’s war campaign in Ukraine. Since Britain, the US and other Group of Seven nations introduced a price cap of US$60 a barrel on the movement of Russian oil, a parallel market of tankers operating beyond the reach of sanctions has also emerged. Ingosstrakh is believed to be a major provider of insurance for tankers in the shadow fleet...

Justice Stephen Males in the Court of Appeal held that the claim that Marsh failed to secure appropriate motor insurance for vehicles hired overseas by Norman Hay plc staff and group companies could not be summarily rejected. The judgment observes: for a court to assess whether a breach of duty caused loss, it must be told what, specifically, the defendant ought to have done. Males J indicated that further detail is required about the brief given to Marsh, the obligations it assumed, and whether a competent broker in Marsh’s position should have offered different advice on the availability of non-owned motor cover. Norman Hay contends that Marsh, whether negligently or in breach of contract, failed to appreciate that the chemical group’s senior employees needed adequate liability insurance when travelling on business abroad...

CASE HUB ARCHIVED This archived case hub reflects the position as at the judgment of 7 December 2022; it is no longer maintained. See further, timeline. Case facts Outline Appeal before the General Court seeking annulment of the Commission’s readopted infringement decision of 17 December 2020, which imposed a reduced fine amounting to €9.4m (AT.39563). Latest development On 7 December 2022, the General Court delivered its judgment and dismissed the appeal in full. In particular, it found that: (i) CCPL grasped the Commission’s reasoning, and the material presented by CCPL was insufficient to overturn the presumption applied by the Commission that CCPL exercised decisive influence over entities within the CCPL group; and (iii) the Commission did not err in concluding that a fine reduction can only be warranted by the aim of preventing the undertaking’s economic viability from being irreparably endangered and its assets stripped of value, so the applicant’s intention to develop operating companies of the CCPL group cannot, in principle, justify such...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

The Companies Act 2006 (CA 2006) provides comprehensive rules governing how a company prepares its annual accounts. Through the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations), selected elements are extended to limited liability partnerships (LLPs), with suitable adaptations. The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016, SI 2016/575 (the 2016 Regulations) introduced a range of amendments to the accounting framework for LLPs and qualifying partnerships. Further alterations affecting LLPs and other bodies were made by the Statutory Auditors Regulations 2017, SI 2017/1164. In most cases, the changes take effect for LLPs with financial years commencing on or after 17 June 2016; however, the stricter conditions on the small LLPs’ exemption from preparing group accounts apply to periods starting on or after 1 January 2017. This Practice Note, read alongside Practice Note: LLP Accounts—an outline of the statutory framework, distils the key obligations contained within these statutory provisions...

This Licence is entered into on [ insert date ] (the Commencement Date): Parties [ insert licensor name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensor); and [ insert licensee name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensee), (each of the Licensor and the Licensee being a party and, together, the Licensor and the Licensee are the parties). Background (A) [ Explain the relationship between the Licensor and the Licensee. ] (B) [ The Licensor has entered into an agreement with the Licensee [ dated [ insert date ] ] (the Main Agreement) for [ insert other description of relevant transaction (referencing any relevant related agreements) ] (‘ Transaction ’). ] (C) The Licensor has agreed to...

This DEED is entered into on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ] whose registered office is at [ insert address of registered office ] and whose registered number is [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ] whose registered address is at [ insert address ] [ and whose registered company number is [ insert registered company number of Trustee ] ] (the Original Trustee). Background The Company intends to establish a trust to be known as the [ insert name of EBT ] with the objective of encouraging, motivating and retaining Employees within the Group Companies by providing benefits to such Employees and their dependants. The Company has transferred to the Original Trustee the sum of £[ insert initial settlement amount ] as the initial Trust Fund. It is anticipated that the Trustees will...

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...