Make whole meaning

This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...

This checklist sets out the pre-completion searches a buyer, tenant or mortgagee should carry out, indicating when searches are required, timing requirements, and the priority periods given by each search. It is not exhaustive, and extra searches may also be needed depending on the nature of the transaction. For details of how to make each search and how to deal with any adverse entries revealed, see Practice Note: Pre-completion searches. Search When is it necessary? Timing Priority period Official search with priority Use form OS1 to obtain an official search with priority for the whole of a...

The requirement for planning use swaps can emerge when a planning proposal would diminish residential floor space and the local planning authority (LPA) insists that a linked application is lodged to secure a proportionate re-provision of residential space in a different location. This is ordinarily pursued to ensure an equivalent level of residential provision is secured elsewhere through a connected scheme. Frequently, two distinct developers are engaged in a use swap. One applicant seeks consent for works or a change of use that results in the loss of dwellings (Developer A), whilst another brings forward a connected application to deliver residential accommodation in another part of the area (Developer B). A planning use swap agreement records the basis on which the swap proceeds. For further details, see Practice Note: Planning use swaps. Does the planning use swap agreement include the relevant parties? As an agreement under section 106 of the Town and Country Planning Act 1990 (section 106 agreement) is commonly needed before the LPA will...

State aid General Court dismisses action relating to Commission’s decision approving compensation to Česká pošta for universal service obligations The General Court delivered its ruling in Case T-784/22, Zásilkovna v Commission, a challenge to the Commission’s decision of 25 July 2022, which concluded that compensation granted to Česká pošta by the Czech Republic for carrying out the universal postal service obligation for the years 2018-2022 was compatible with the internal market (SA.55208). The General Court rejected the action in full. By its ruling, the Court endorsed the Commission’s approval of the compensation measure. Background Česká pošta, the incumbent postal operator in the Czech Republic, has been designated as the country’s universal postal service provider. Under the universal service obligation (USO), Česká pošta is required, amongst other duties, to make available specified letter and parcel delivery services on each business day throughout the whole territory of the Czech Republic. The General Court upheld this decision on appeal. In January 2018, the Czech authorities pre-notified compensation intended for Česká...

UK Care No 1 Ltd v HMRC [2026] UKUT 90 (TCC) The appellant, UKC1, was a Guernsey-incorporated company. It served as the issuer of loan notes within a securitisation structure for the BUPA group. Those notes were placed at a discount and incurred transaction expenses. UKC1 recognised the obligation on an amortised cost basis. That accounting treatment reflected the discounted issue price and the associated fees borne at issue time. (CTA 2009, s 327 is inapplicable where fair value accounting is adopted.) In 2016—when BUPA intended to dispose of certain care homes included in the collateral package—BUPA acquired UKC1 and it became resident for UK tax. UKC1 subsequently bought back the loan notes. The terms for early repayment were set by a ‘Spens’ (or ‘make whole’) provision, which required payment of whichever was greater: the principal sum, or the present value of future cash flows, discounted by reference to a named gilt...

See Q&A: In relation to a claim under the Inheritance (Provision for Family and Dependants) Act 1975, where the deceased’s three children are residuary beneficiaries of the whole net estate, if one adult child brings a family provision claim, is a favourable outcome likely when the Will directs that they are treated the same as their siblings? Assume that: the deceased was domiciled in England and Wales there are no limitation issues Under section 1 of the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975), a child of the deceased can make a claim against the estate on the basis that the testamentary dispositions fail to make reasonable financial provision for them (I(PFD)A 1975, s 1(1)(c)). Reasonable financial provision is defined as such financial provision as it would be reasonable, in all the circumstances of the case, for the applicant to receive for their maintenance (I(PFD)A 1975, s 1(2)(b))...

Privilege—the basic principles This Practice Note sets out several of the issues that general privilege principles create for IP practitioners, together with specific statutory IP privilege provisions to keep in view. For broader guidance on privilege as a whole, see: Privilege and without prejudice communications—overview. Privilege exists because a client and a lawyer need to communicate frankly about protecting the client’s interests, without those conversations being disclosable to an opposing party or to the court. Although the following are not the only species of privilege, the two principal forms to focus on in the IP sphere are ‘legal advice privilege’ and ‘litigation privilege’. The rules governing each, as developed through case law, can operate with very different practical effects, and their consequences may diverge considerably. These two forms are sometimes grouped together as ‘legal professional privilege’, yet that phrasing is confusingly close to ‘legal advice privilege’ and will therefore not be used again in this note. Appreciating the differences between legal advice privilege and litigation privilege is of...

This Practice Note sets out the applicable product governance obligations under the Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II) that firms must observe and comply with when designing, approving, marketing and overseeing the ongoing management of products throughout their entire lifecycle. It also summarises the relevant delegated acts adopted by the European Commission—particularly Articles 9 and 10 of Directive (EU) 2017/593 (the MiFID II Delegated Directive)—as well as the guidelines issued by the European Securities and Markets Authority (ESMA). Background to MiFID II and product governance The recast Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II), together with the Markets in Financial Instruments Regulation (Regulation (EU) 600/2014) (MiFIR) (collectively, the MiFID II framework), entered into force on 2 July 2014. The bulk of the framework’s provisions largely applied from 3 January 2018. MiFID II establishes a suite of product governance requirements so that firms manufacture and distribute products in a manner that ensures they act in clients’ best interests across every stage of the lifecycle...

Certain specified employees have the statutory right to make a request to undertake study or training This entitlement applies to employees working for organisations with 250 or more staff who meet the qualifying service requirement (see: Eligibility and qualifying period, below). Although the scheme was originally intended to be broadened to include smaller employers, the government deferred that step to allow further evaluation of the likely impact on small businesses, and there are currently no plans to proceed with any extension. The approach to counting the number of employees for these purposes is prescribed by the Apprenticeships, Skills, Children and Learning Act 2009 (Commencement No 2 and Transitional and Saving Provisions) Order 2010 (Commencement No 2 Order 2010), SI 2010/303. For a pro-forma policy aligned with the statutory arrangements, see Precedent: Policy—time off work for study and training. Official guidance on this right can be found on the GOV.UK website. The legal position on study or training rights and obligations for young employees is distinct from that applicable...

[ Letterhead ] [ Addressed to HMRC Officer ] [ Date ] We jointly make an election under section 792 of the Corporation Tax Act 2009 (CTA 2009) that [ the whole OR [ insert a specific amount, a percentage or a fraction ] ] of the chargeable realisation gain arising on the deemed realisation and reacquisition of the intangible assets is to be regarded as attributable to [ full company name ] (Company B) rather than [ full company name ] (Company A)...

Background information Why are we collecting diversity data? We gather information on the make-up of our workforce because it is good practice to monitor employee diversity in age, gender, sexual orientation, ethnicity and disability throughout the whole organisation overall. Your views also matter to us on whether we could do more to create an inclusive culture that supports and benefits everyone. These insights ensure our activities and plans reflect the needs and interests of colleagues in the organisation. Do you have to complete this questionnaire? Completing this questionnaire is wholly voluntary. We encourage you to share what you feel personally comfortable providing, but you do not have to respond to every question. You may choose ‘prefer not to say’ for any question you do not comfortable answering. There are no negative consequences if you simply choose not to complete this questionnaire, if you complete only part of it, or if you select ‘prefer not to say’ to any question. What...

The [ assignment OR transfer ] of the Property must contain the following: The Buyer covenants with the Seller that: during the Term the Buyer shall: make payment of: the [ yearly ] rent of £[ amount ]; [ and ] the [ yearly ] service charge of £[ amount ]; which [ is OR are respectively ] included within the [ yearly ] rent of £[ amount ] [ and the [ yearly ] service charge of £[ amount ] ] reserved by the Lease; observe and perform the tenant covenants in the Lease, save for the obligation to pay the whole of the rent and the whole of the...

Section 3 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) Section 3 of the Landlord and Tenant (Covenants) Act 1995 states that, for any tenancy to which the LT(C)A 1995 applies, every landlord and tenant covenant attaches to and is inherent in the entirety of the demised premises and their reversion, as well as in each and every part, and on an assignment of the whole or any part of the premises or of the reversion, those rights and obligations pass in line with the section, and will do so automatically on such assignment. This signifies that covenants are not, save for specified exceptions, personal as between the parties; rather, they relate to, and run with, the land...

If an individual does not exhaust their inheritance tax nil rate band (NRB) on death—perhaps because a large share of the estate passes to a surviving spouse or civil partner—the Inheritance Tax Act 1984, sections 8A to 8C, sets out provisions allowing the unused NRB, wholly or partly, to be transferred and applied to increase the survivor’s NRB when that person dies. The mechanism preserves a proportion of the first estate’s NRB, which can then uplift the allowance available to the surviving spouse or civil partner on their death. The uplift is determined by a statutory calculation in IHTA 1984, section 8A(3) and (4)...

Interest in possession (IIP) in settled property For the purposes of the Inheritance Tax Act 1984, an individual who is beneficially entitled to an interest in possession (IIP) in settled property is regarded as beneficially entitled to the underlying trust assets in which that interest exists. However, where that IIP first arises on or after 22 March 2006, IHTA 1984, s 49(1A) limits this deeming rule so that it applies to that interest only if, and only for so long as, the interest is one of the following categories: an immediate post-death interest a disabled person’s interest, or a transitional serial interest or falls within IHTA 1984, s 5(1B) Accordingly, IHTA 1984, s 50 explains the position where a person within s 49(1) has a right to only part of the income (if any) of trust property. In that situation, the deemed interest in the entirety of the trust property is in the same proportion as the part of the income...