Liability share meaning

This checklist summarises the actions to undertake and the matters to weigh up when the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 are engaged on a business disposal or a change in service provision, where appropriate. It additionally flags up the pertinent Practice Notes and Precedent materials. It is not produced for clients, though it can be tailored for them if required. See also the following TUPE-related checklists: What transfers under TUPE, and who is liable—checklist Pension issues on a TUPE transfer—checklist Checklist—immigration-related requirements on a TUPE transfer Drafting a tripartite settlement agreement—checklist Legal background For a summary of TUPE 2006’s general effect and obligations, consult TUPE and asset purchases—overview. Obtain essential information Pin down exactly what is being transferred or contracted out (this could be a business, a business unit, or another economic activity) and how that will be described in the relevant operative documentation, as necessary. See Practice Notes:...

When does a section 75 debt arise? An s 75 liability crystallises in respect of an occupational pension scheme that is underfunded on a buy-out basis and: an employment-cessation event happens for a relevant participating employer within a multi-employer scheme an insolvency event occurs in relation to a participating employer of the scheme, or the scheme formally goes into winding up In a multi-employer scheme, an employer’s s 75 debt is its allocated share of the scheme deficit, appropriately assessed on a buy-out basis. As an alternative to immediately paying the s 75 debt in full, an employer may enter into a deferred debt arrangement, an apportionment arrangement, or a withdrawal arrangement. Section 75 does not apply at all to money purchase schemes, unregistered pension schemes, unfunded public sector schemes, and a scheme with only one member. ...

Is there an actionable claim? Note: private competition claims are predominantly governed by national law, and procedural as well as substantive rules differ markedly across the EU; accordingly, when planning competition litigation, assessments will need to be made for each individual jurisdiction. Possible causes of action Assess whether UK competition law has been breached (or EU competition law where the period predates the end of the Brexit transition period). Determine if the loss arises from an agreement or concerted practice between undertakings, particularly between competitors (see further, The prohibition on restrictive agreements). Evaluate whether an undertaking that is arguably dominant—typically indicated by a substantial share of a relevant market—caused the loss through abusive conduct contrary to Chapter II of the Competition Act 1998 (and/or Article 102 TFEU if before the end of the Brexit transition period) (see further, The prohibition on abuse of dominance). Consider whether other national or foreign competition laws have...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

HMRC v Sehgal and another [2024] UKUT 74 (TCC) The taxpayers were non-domiciled individuals resident in the UK who were taxed on the remittance basis. They disposed of their shareholdings in VGL to CLS, a Luxembourg-resident company. At completion, IRL—owned indirectly via a Jersey vehicle, SKS—owed £6m to a subsidiary of VGL. Under the share purchase agreement, the taxpayers agreed to indemnify that liability. Soon afterwards, it emerged the debt was irrecoverable, thereby triggering the indemnity. At the behest of CLS’s parent, a structured sequence followed: SKS purchased clothing stock from M, another company within the CLS group, for a sum mirroring the amount owed; at the same time, CLS and the taxpayers entered into a side letter confirming that this payment would reduce the outstanding debt to nil. Under these arrangements, the consideration for the clothing matched the £6m debt and, as recorded in the side letter, operated to eliminate the balance in full. The clothing, however, was worth merely £200,000 and was then gifted...

High Court defence In its High Court defence, the insurer maintains it does not owe AerCap Ireland Ltd for the value of 141 aircraft and 29 engines leased to Russian airlines and now marooned in the country. Swiss Re International SE has joined peers AIG Europe SA and Lloyd’s Insurance Co. SA in asserting it bears no liability because AerCap could, in time, recover the aircraft and parts from the country. They argue their policies respond only to a total physical loss of the planes. Possible retrieval would, they say, fall outside that scope. Another insurer, Fidelis Insurance Ireland DAC, entered the proceedings as a defendant in January 2023. Swiss Re also used its defence, filed on 13 March 2023 and since made public, to set out its position clearly and mark a firm boundary: it would be liable solely to the extent of its cover—amounting to 9.5% of the insurance package collectively provided by the companies—if the court finds that it is liable. ‘If, which is denied for...

ARCHIVED This archived Practice note reviews the clawback of business investment relief (BIR), the remittance relief for investment into UK companies. It covers: extraction of value how to avoid a chargeable remittance after a potentially chargeable event the order in which disposals are treated the interaction with the mixed funds rules the capital gains tax (CGT) position 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, legislates to abolish the remittance basis of taxation and introduce a residence-based regime from 6 April 2025. FA 2025 also replaces domicile as the key criterion for inheritance tax liability. Additional changes include amendments to the excluded property rules, removal of protected settlements status for offshore trusts, and revisions to overseas workday relief. For details on these reforms, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based...

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, confers extra protection on employees when a dismissal arises in the context of a transfer. EU‑sourced legislation, including much of TUPE 2006, enacted to give effect to the UK’s obligations under EU law (for example, Directive 2001/23/EC, the Acquired Rights Directive (ARD)), and still applicable in the UK at the end of the Brexit transition period/IP completion day, continues in force as assimilated law. For further information, see Practice Note: Assimilated law. Enhanced protection against dismissal An individual benefits from this enhanced protection only if they can pursue an unfair dismissal claim—meaning they must be an employee (see Practice Note: Employee status) with the required two years’ continuous employment. For further information, see Practice Note: Entitlement to claim unfair dismissal...

This Practice Note considers statutory adoption pay (SAP) and contractual adoption payments. It also examines eligibility criteria, the meaning of employed earner, the duration of entitlement, notice obligations, the evidence required, the length of time SAP is payable, rates of pay, and liability, including where an individual has more than one employer. It addresses outcomes where a child dies or a placement breaks down, circumstances in which SAP is not due, record-keeping duties, and how recoupment operates. Finally, it explores how contractual sick pay interacts with SAP, adoptions from outside the UK, and contracting out. A parent taking adoption leave (see Practice Note: Adoption leave) may qualify for SAP for part of that leave. They may receive payment for time off to attend adoption appointments (see Practice Note: Time off work for adoption appointments). Where a child is placed for adoption, the adopter and a second person—who must be the adopter’s spouse, civil partner, or partner—may, if they choose, share up to 37 of the 39 weeks of pay...

This Agreement is entered into on [ insert date ]. Parties [ insert name of company ] [ of OR a company incorporated in [ England and Wales ] under registration number [ insert registered number ], whose registered office is at ] [ insert address ] ( Supplier ); [ insert name of introducer ] [ of OR a company incorporated in [ England and Wales ] under registration number [ insert registered number ], whose registered office is at ] [ insert address ] ( Introducer ). (Each of the Supplier and the Introducer is a party, and together the Supplier and the Introducer are the parties)...

[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising...

This Agreement is entered into on [ date ], between the following: Parties [ insert name ], being of [ insert address ] OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ([ Party A ]); [ insert name ], being of [ insert address ] OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ([ Party B ]); (together, the Parties, and each, individually, a Party). Background [ Party A ] is engaged in the business of [ insert description of Party A’s business ]. [ Party B ] operates in the business of [ insert description of Party A’s business ]. The Parties have agreed to collaborate in a programme of research and development work in relation to [ insert...

Contract law regulates the recoverable loss arising under a limitation of liability provision in a share purchase agreement where a warranty is breached. Warranties comprise contractual declarations or assurances concerning the state of the target company, its operations, assets and liabilities. Should a seller provide a warranty in a share purchase agreement that later turns out inaccurate, untrue or misleading, the buyer may pursue a breach of warranty claim and seek damages from the seller for losses thereby suffered by the buyer...