Non-distributable reserves meaning

Segulah Medical Acceleration AB v Tripathi [2025] EWHC 632 (Ch) What are the practical implications of this case? This ruling will interest practitioners advising on applications for a WFO, especially where a proprietary strand is present and cross‑border issues arise. The emphasis is on the baseline obligations placed on a WFO applicant. The court analysed the reach of the applicants’ non‑enforcement undertaking, limiting enforcement to England and Wales (the NEU); the degree to which the order could attach to assets held through a corporate vehicle; and how a cap on the injuncted sum functions when there is a mixture of cash reserves and real property within the jurisdiction exceeding the injunction limit. In relation to the NEU, the court had to determine whether a broad or narrow reading was appropriate where the applicants had taken injunctive steps in other jurisdictions to preserve the defendants’ assets. The judgment thus provides guidance on whether asset‑preservation proceedings in other jurisdictions amount to enforcement contrary to the NEU, on the WFO’s potential...

In this issue: Key developments and materials Air emissions and climate change Brexit Energy efficiency of products Energy for environmental lawyers Environmental disputes and proceedings 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 (UK, EU, international) Waste Waste producer responsibility regimes Water, flooding and drainage Daily and weekly news alerts New and updated content Key developments and materials Defra publishes EIP annual progress report for 2024–25 The Department for Environment, Food & Rural Affairs (Defra) has released the 2024–25 annual progress update to the Environment Improvement Plan (EIP), covering April 2024 through March 2025. It charts progress across ten environmental goals, noting a £2.65bn commitment to flood programmes, the roll-out of mandatory biodiversity net gain for smaller sites, and the coming into force of the Water (Special Measures) Act...

The poorly interconnected islands ENTSO-E’s 2025 Summer Outlook, released today, flags adequacy risks for Ireland, Malta and Cyprus. In practice, this indicates their power systems may fall short of meeting electricity demand due to limited resources or capacity shortfalls. For Ireland specifically, the risk arises from overlapping outages at large dispatchable plants—hydropower, gas and coal—without new dispatchable generation arriving to replace them. To mitigate this, the report notes the Irish sector can turn to non-market resources, such as strategic reserves and capacity mechanisms, to bridge the gap between supply and demand. These findings concern the poorly interconnected islands...

An insurance premium is the amount paid for insurance or reinsurance protection and is the consideration the (re)insured gives in return for the (re)insurer’s contractual undertaking to indemnify it for risks set out in the policy. Premium funds are used by (re)insurers mainly to: build reserves for both reported and unreported losses settle claims generate investment returns purchase reinsurance meet regulatory solvency margin obligations pay Insurance Premium Tax (IPT) to HMRC For more on IPT, see Practice Note: tax. Calculating the insurance premium Underwriters and actuaries determine the premium in line with their assessment of risk, and the method varies by class of business. Life and health pricing is largely a mathematical exercise performed by actuaries using extensive longevity and morbidity data, reflecting current and long-term inflation and expected investment returns. Some general lines, such as motor, can also be priced on this basis where there is a sufficiently broad statistical data set and a large enough...

Introduction The business model that supports a liquefied natural gas (LNG) project is crucial, as it shapes the project’s overall risk profile and, in turn, the form of financing required. The selection ultimately rests on several factors, such as risk appetite, fiscal and tax drivers, and the investor’s financing considerations, alongside whether they wish to invest in one or more segments of the LNG chain (for more on the LNG value chain, see Practice Note: LNG—an introduction). LNG projects can be configured in a range of ways: integrated/non-integrated merchant/tolling In an integrated arrangement, ownership is aligned across the whole LNG chain, from production through to liquefaction—that is, one or more investors holding the underlying upstream concession/PSC also hold the rights to the natural gas reserves...

Conserving biodiversity Section 40 of the Natural Environment and Rural Communities Act 2006 (NERCA 2006) places a duty on all public authorities in England and Wales to have due regard, when exercising their functions, to conserving biodiversity. The core intention is to embed biodiversity considerations as an integral part of policy and decision-making across the public sector, so that it makes a significant contribution to achieving the government’s commitments in the 25 Year Environment Plan (25 YEP). In doing so, the public sector should be seeking to contribute meaningfully to the delivery of those commitments. The Environment Act 2021 (EA 2021) further reinforces this duty and contains a range of provisions to drive environmental improvement, placing the 25 YEP on a statutory footing. Development plans and planning decisions have the potential to affect biodiversity outside, as well as inside, relevant designated areas. Under the EA 2021, biodiversity net gain is mandated through the planning system. Planning authorities can work collaboratively with other partners, including Local Nature Partnerships, to develop...

Dear [ insert organisation name ] We respond to your letter of [ insert date ] regarding the documents you supplied on [ insert date ], which you now assert are privileged. We confirm we have neither reviewed the documents, made any copies, nor forwarded them to our client. [ In the circumstances, we are willing to return our copies of the documents to you and enclose them with this correspondence. Nonetheless, we do not necessarily accept that the documents attract privilege and our client reserves his/her/its position in that regard. OR However, having regard to the contents of your letter, we do not accept that the documents are privileged, for the reasons set out below: [ set out reasons, remembering that you have not read these documents ] Accordingly, as matters presently stand, we do not agree that you are entitled to the return of the documents. If you have further evidence to support your claim for privilege, we...

Add the following new definitions in Article 2.1: Accounts • means, for each financial year of the Company, the audited [ consolidated ] balance sheet together with the profit and loss accounts of the Company and its subsidiary undertakings, prepared on the historical cost basis and in line with generally accepted accounting principles and all applicable accounting standards, Statements of Standard Accounting Practice, Financial Reporting Standards and Statements of Recommended Practice; After Tax Profit • means the amount of the profit [ (including any unrealised profits) ] of the Group for the relevant financial year (as shown by the Accounts): (a) before any provision or reserve has been made for or in respect of: i the payment of any dividend or other distribution on or in respect of any Shares or the transfer of any sum to reserves; ii the redemption of the [ Preferred Shares OR Loan Notes ]; and iii the amortisation or write-off of goodwill arising on consolidation; and (b) after provision has...

Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include corporations. Liability of members: each member’s liability...