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Use this checklist when representing the seller in the disposal of a registered freehold residential property, whether offered with vacant possession or burdened by a lease or multiple leases. It is not comprehensive and will not address every eventuality in every transaction. You should always consider if there are additional matters that require attention. It does not purport to be a complete guide for every case. Preliminary matters Have you taken instructions from the client? Robust due diligence and effective transaction management depend on a clear grasp of the seller’s objectives and the proposed sale terms. Obtain full instructions, and clarify any elements of your brief that are unclear or out of the ordinary. Consider whether further specialist input is required; for example, planning advice where completion is conditional upon planning permission being secured. The table below sets out some of the principal points on which instructions should be obtained at the outset. This list is not comprehensive, and you may need to request information about additional...
This timetable sets out the key procedural steps for disclosure under the Disclosure Scheme operating in the Business and Property Courts It outlines the required process, spanning document preservation duties, Initial Disclosure, completion of the Disclosure Review Document (DRD), Extended Disclosure, and the actions to be taken at and following the case management conference (CMC). Document preservation obligations Initial Disclosure Disclosure Review Document (DRD) Extended Disclosure Steps at and after the CMC For these purposes, it is assumed the parties are legally represented. Note: this timetable does not cover disclosure under CPR 31. For additional guidance on CPR 31 disclosure, see: Disclosure-overview. The Disclosure Scheme is mandatory for most claims in the Business and Property Courts under CPR PD 57AD (in force from 1 October 2022). To assess whether the Scheme applies to a particular claim, see: Which disclosure rules apply to my claim-flowchart? and the Practice Notes: Disclosure Scheme-definitions, principles and duties; Disclosure Scheme-when and where it...
In a private equity-backed management or leveraged buyout, the principal documents fall into three main groups: Acquisition documents — these set the terms of the purchase between the seller and the buyer (ie newco) Equity documents — these set the terms of the equity investment and govern the relationship between the investor/s and management Finance documents — these cover the provision of the debt facilities and any related facilities (for example, a revolving credit facility for working capital) Acquisition documents Heads of terms (acquisition) The heads of terms, kept to a short form, provide a high-level summary of the parties’ expectations, shared understanding and agreement on the key terms of the intended acquisition. They are signed at the outset of the deal once the parties have aligned on the principal points and before the investor incurs costs on due diligence and the negotiation of the transaction documents...
This Checklist is applicable when acting for the mortgagee in relation to the taking of a ship mortgage and where the security will be registered in the UK. Request a Transcript of Registry from the UK Ship Register to confirm the vessel’s security status. A charge applies for this and for several other documents noted below; the complete schedule can be found on the UK Ship Register website, and a full list is available there. The mortgagee should verify that the owner holds clear, unencumbered legal title to the ship and that their ownership has been correctly recorded, and confirm that it has been properly registered. Perform a Register of Companies search to confirm the owner’s incorporation in England and Wales. Ascertain whether any mortgages or charges concerning the ship are filed against the owner pursuant to Section 859A of the Companies Act 2006 (CA 2006), and confirm registrations relate to the ship...
X and YCo v ZCo [2024] HKCFI 695 What are the practical implications of this case? The tribunal is not obliged to trawl through all documents and materials to locate the issues; it is for the parties to identify the key questions put to the tribunal for decision. The Hong Kong Courts will give short shrift to parties attempting to overturn awards on matters not addressed in opening and closing submissions for the hearing. Where a list of issues is agreed, parties must ensure every critical point is included, as it is the court’s ‘useful starting point’ when determining what issues were before the tribunal. What was the background? The plaintiffs entered into a Share Subscription and Purchase Agreement (SPA) under which ZCo purchased shares in the company from the second plaintiff (YCo). Upon completion of the SPA, ZCo held 65% of the company’s shares, with YCo retaining the remaining 35%...
In this issue: EU fundamentals Commercial Competition and state aid Dispute resolution Energy Environment Financial services IP Life sciences Regulatory TMT International trade Daily and weekly news alerts Trackers New and updated content EU fundamentals The Council of the EU has approved a roster of nominees to serve as members of the European Commission up to 31 October 2029, following agreement with the Commission President-elect. The slate features candidates from 24 EU Member States. This decision will be transmitted to the European Parliament for its consent and will be published in the Official Journal of the EU. See: LNB News 20/09/2024 18. Commercial The Council of the EU has set a negotiating mandate on a package to refresh the consumer alternative dispute resolution (ADR) framework. The position covers revisions to Directive 2013/11/EU (the ADR Directive) and Regulation (EU) 524/2013 (the Online Dispute Resolution (ODR) Regulation), aiming to...
In this issue Air emissions and climate change Brexit Environmental enforcement and prosecutions Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Sources of environmental law Water, flooding and drainage Daily and weekly news alerts New and updated content Trackers Useful information Air emissions and climate change Friends of the Earth’s climate change case before the High Court A claim advanced by Friends of the Earth (FoE), together with two co‑claimants, Doug Paulley and Kevin Jordan, came before the High Court in a ‘rolled‑up’ hearing on 23–24 July 2024. See: LNB News 23/07/2024 15. CCC issues 2024 assessment of progress on cutting emissions The Climate Change Committee (CCC) has released its latest review of the government’s efforts to curb emissions. It stresses that the UK’s Third National Adaptation Programme needs bolstering, with explicit aims and measurable targets to confront escalating climate risks. The analysis...
This Practice Note is part of Share purchase transaction collection. The disclosure process requires the seller to prepare a disclosure letter, which is finalised and signed on exchange. Although both it and due diligence involve supplying the buyer with information about the target, the letter serves a distinct function. It enables the seller to qualify the warranties set out in the warranties schedule to the share purchase agreement, thereby limiting potential liability under them. If, after a buyer’s warranty claim, the seller can demonstrate that a matter was disclosed to the buyer (and that the standard of disclosure in the share purchase agreement was met), the buyer’s claim will not succeed. The disclosure letter includes: general disclosures: information and documents of a general nature (such as searches of public registers) that are deemed disclosed to the buyer (even though general disclosures are usually a short list, the breadth of issues they cover often requires considerable negotiation) specific disclosures: a list of particular matters relating to...
ARCHIVED: This Practice Note is archived and is no longer maintained Coronavirus (COVID-19) Lawyers across the globe have been addressing shared concerns linked to the coronavirus (COVID-19) outbreak. Several issues are especially pertinent for banking and finance practitioners. For additional detail and commentary, see Practice Note: Coronavirus (COVID-19) implications for Banking & Finance lawyers, which is updated frequently with news, practical guidance and analysis on the impact of COVID-19 developments. This Practice Note sets out governmental and regulatory actions taken in response to the pandemic from a lending standpoint, the effects on facility agreements—viewed from both borrower and lender perspectives—and a series of practical considerations relating to executing transactions. We have compiled COVID-19 FAQs, bringing together common questions that may arise on lending deals during the crisis. We add to this list on a regular basis. To access the questions, see Practice Note: Coronavirus (COVID-19)—Banking & Finance frequently asked questions [Archived]. Specialist financing transactions This Practice Note summarises core, general points to assess on...
For an at‑a‑glance, high‑level outline of the civil court structure and hierarchy in England and Wales, see: Courts and Tribunals Judiciary—Structure of Courts and Tribunals System. Several civil courts issue a court guide explaining how business in that court should be managed, which operates alongside, and in addition to, further guidance given in the Civil Procedure Rules (CPR). For further details, see Practice Note: Court guides and other guidance. For information on: claims that must be brought and issued in the County Court, see Practice Note: Starting civil claims in the County Court commencing a claim under CPR 8 (alternative procedure for claims where there is no substantial dispute of fact), see Practice Note: CPR Part 8 claims (alternative procedure for claims) High Court or the County Court? Whether proceedings ought to be issued in the High Court or the County Court is, in the main, determined by the claim’s value. This Practice Note addresses starting a claim under CPR 7. The...
STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline capital raising and significantly reduce the instances when a company must produce an FCA-approved prospectus for a further share issue. Accordingly, fewer further issues will necessitate an FCA approved prospectus. For a full explanation of the changes, see Practice Note: UK prospectus regime reform. This Practice Note covers the prospectus regime that applied before 19 January 2026. UKLR: UK Listing Rules PRR: Prospectus Regulation Rules DTR: Disclosure Guidance and Transparency Rules LSE A&D: London Stock Exchange’s Admission and Disclosure Standards... ...
PRIVATE & CONFIDENTIAL [ insert name and address of client ][ insert date ] Dear [ insert name ] The court has issued directions to both sides, outlining the actions required as your claim advances. The initial step is the exchange of relevant documents through disclosure. I am to prepare, using the prescribed format, a schedule of every document you hold, or have previously held, within your control that relates to any of the issues in your claim. This signed list must be lodged with the court and served on the defendant by [ insert date ]. By the same deadline, the defendant must likewise file with the court and serve upon us a list of all documents the defendant has, or once had, that are pertinent to any issue in your claim. This letter sets out what disclosure entails, the stages involved, and your continuing disclosure duties throughout the litigation. Disclosure—meaning and purpose Disclosure is the procedural stage in civil litigation, including personal injury...
Panel 11 (transfer of whole)/panel 12 (transfer of part)—Additional provisions Definitions: Documents are those in Schedule 1; Leases those in Schedule 2 (including any supplemental or collateral documents, or documents entered into under their terms); Occupational Leases those in Schedule 3 (including any such documents entered into under their terms). Transfer: The Property passes subject to, and where relevant with the benefit of, matters in the Conveyance, Documents and Occupational Leases. Indemnity covenant: option one. By way of indemnity only, the Transferee will observe and perform the covenants, conditions and other matters in: the property, proprietorship and charges registers of the title(s) in panel 1; the Documents or the Conveyance; the Leases; and the Occupational Leases; and will indemnify the Transferor and their estate against all actions, proceedings, damages, costs, claims and expenses for any future breach, non‑observance or non‑performance, and under any authorised guarantee agreement in clause [number] of [document] dated [date] between [parties]. Indemnity covenant: option two. By way of indemnity only,...
CPR 31.10 contains provisions for the disclosure of documents by way of a list. Obligations to disclose continue until the case is concluded. If additional documents are discovered after a list has been served, a supplementary list must be provided (CPR PD 31A, para 3.3). For broader guidance on disclosure, see Practice Notes: Disclosure under CPR 31—introduction and Disclosure—standard disclosure and the reasonable search. When issuing directions, the court will fix the deadline by which the list must be served on the other party. CPR 31.21: a party cannot rely on a document it has not disclosed unless the court grants permission. CPR 32.10 (witness statements) and CPR 35.13 (experts’ reports) are framed so that, upon default, court permission is required to adduce or rely on that evidence. This points to an application for permission, rather than an application for relief from sanctions, being the more suitable course where these kinds of breaches arise...