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Checklist This Checklist summarises the key considerations when two parties place software with a trusted third party (an ‘escrow agent’). The software is provided to one party upon an agreed release event, for example where that party has met its obligations, or another party has not fulfilled theirs... See also Practice Note: Software escrow Escode Single Licensee Escrow Agreement Escode Multi Licensee Escrow Agreement Escode Multi Licensee Deposit Account Agreement Escode Escrow as a Service (Access) Agreement Escode Escrow as a Service (Replicate) Agreement Escode Escrow as a Service Scale Agreement (Multi Customer Deposit Account) The third column can be used to capture observations or comments while working through the Checklist... Checklist | Further information | Notes (if any)... Recitals and parties ☐ Background and purpose of escrow arrangements. Identify the parties and the objective of the escrow agreement, including the rationale for adopting an escrow solution... ☐ Details of...
In this issue: VAT Anti-avoidance Employment taxes Taxes management and litigation Finance Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information VAT Court of Appeal—facilitators of VAT fraud can be deregistered even if they make legitimate taxable supplies (Impact Contracting Solutions Limited v HMRC) In Impact Contracting Solutions Ltd [2025] EWCA Civ 623, the Court of Appeal affirmed the Upper Tribunal’s finding that HMRC is entitled to cancel a person’s VAT registration for reasons tied to tax fraud, even where that person also makes bona fide taxable supplies, so long as deregistration is a proportionate response on the facts. See News Analysis: Court of Appeal—facilitators of VAT fraud can be deregistered even if they make legitimate taxable supplies (Impact Contracting Solutions Limited v HMRC). VAT Regulations amended The Value Added Tax (Amendment) Regulations 2025, SI 2025/578, amend the Value Added Tax Regulations 1995, SI...
In this issue: Trusts Court of Protection UK taxation for Private Client Updates to HMRC Manuals Tax avoidance, evasion and non-compliance Regulatory compliance for Private Client Budgets and Finance Bills Family enterprises and ownership frameworks Disputed trusts and estates Pensions, insurance and tax-efficient investments Scotland, Wales and Northern Ireland International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Trusts HMCTS issues guidance on applications to recover funds paid into the High Court, Chancery Division HM Courts & Tribunals Service (HMCTS) has issued guidance on making applications to recover money held by the High Court (Chancery Division). Released on 18 December 2025, the guidance covers three situations: surpluses from property repossessions when entitled parties cannot...
In this issue: Beyond Brexit UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Operational resilience Complaints, compensation and claims management Financial crime and sanctions Consumer credit, mortgage and home finance Conduct requirements Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Dates for your diary Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Beyond Brexit FCA updates guidance on the financial services contracts regime, temporary permissions regime and leaving SRO or CRO The Financial Conduct Authority (FCA) has refreshed its guidance covering the temporary permissions regime, the financial services contracts regime, and how firms...
This Practice Note has been archived and is no longer maintained. It summarised key legal and regulatory changes expected to affect in-house lawyers in 2022. While some were definitive, others were more speculative or tied to the parliamentary timetable. It was last updated on 25 November 2022. Commercial The table below presents edited highlights that are not sector specific. For more details, see: Commercial tracker Category Details Expected or actual date Unjust enrichment and contract drafting (Updated) In Barton v Gwyn-Jones [2019] EWCA Civ 1999, the Court of Appeal considered whether the so-called ‘Costello principle’ prevented an unjust enrichment claim by an agent for an introduction fee where an oral contract governed the contractual arrangement. The court’s analysis turned on the precise interpretation of the remuneration terms and offers a clear and valuable lesson on the failure of parties to provide for all possible outcomes by express contractual agreement. See News Analysis: Contractual silence—a gateway for unjust enrichment (Barton v...
Loan market and developments Activity in Finland’s corporate lending space has been broadly consistent over the past decade. That said, 2019 proved more animated, with a sustained rise in corporate loan values and a widening in the overall size of the market. Market sentiment is generally regarded as borrower‑friendly... Financing structures once mainly tied to English law documentation—such as SSRCF+senior notes deals—have been adopted with growing frequency in transactions governed by Finnish law. Proportionally, the most active areas have been industrial, scientific and technical sectors, together with real estate finance... Finland’s bond market was brisk in 2018, registering a 29% uplift in total value compared with the previous year. Nevertheless, the overall rate of expansion in the bond markets is easing... Regarding forthcoming matters that may affect the loan markets, an electronic register for housing...
Background This Practice Note outlines, at a high level, the definition of a client in chapter 3 of the Financial Conduct Authority’s Conduct of Business sourcebook (COBS), and how such clients are classified as retail clients, professional clients or eligible counterparties for regulatory purposes. The COBS 3 provisions stem from the Markets in Financial Instruments Directive (Directive 2004/39/EC) (MiFID). MiFID was superseded by the recast MiFID (Directive 2014/65/EU) (MiFID II) together with the EU Markets in Financial Instruments Regulation (Regulation (EU) 600/2014, OJ L 173, 12.6.2014) (EU MiFIR) (collectively, the EU MiFID II framework). As amended, most of the EU MiFID II framework has been in force since 3 January 2018, and EU Member States had until 3 July 2017 to implement MiFID II into their national law. The MiFID II Directive introduced changes to the client categorisation rules that existed under MiFID. The FCA consulted on its approach to implementing revisions to the former client categorisation regime brought in by MiFID II in consultation paper CP16/29: Markets in...
Software escrow Escrow is the arrangement by which two or more parties lodge property or instruments with a dependable third party (an ‘escrow agent’). The escrowed materials are passed to one party once a pre-agreed release condition or trigger occurs, such as that party meeting its obligations or another party failing to meet theirs. Software escrow is a widely used way to protect both software licensors and licensees. Licensors are often unwilling to part with source code and commercially sensitive details about the design of their software. Yet a licensee may feel exposed to the risk of being unable to maintain or support the software if, for example, the licensor becomes insolvent or defaults on its obligations. Depositing those materials with an independent third party in...
This Deed is dated [ insert day and month ] 20[ insert year ] Parties THE COMPANIES named in Schedule 1 (each, a Chargor, and collectively, the Chargors); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the Security Agent). Recitals The Finance Parties have consented to provide loan facilities in accordance with the terms and conditions described in the Facilities Agreement (as defined below). A condition precedent to the availability of those loan facilities is that each Chargor executes this Deed to grant security in favour of the Security Agent for the Secured Obligations (as defined below)...
This Deed is executed on [ insert day and month ] 20[ insert year ] Parties THE COMPANIES listed in Schedule 1 (each a Chargor and, collectively, the Chargors); and [ insert name of Security Agent ] acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the Security Agent). Recitals The Finance Parties have agreed to make loan facilities available to the Principal Obligors (as defined below) on the terms and conditions set out in the Facilities Agreement. [ It is a condition precedent to the availability of the loan facilities that each Chargor enters into this Deed for the purpose of granting security in favour of the Security Agent in respect of the Secured Obligations (as defined below). OR The Chargors have agreed to grant security in favour of the Security Agent in respect of the...