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This Checklist outlines the practical considerations for a franchisor when launching an international franchise. A franchisor may wish to grow its network abroad to tap new territories and emerging markets, usually by entering into an international franchise agreement or an international development agreement. Nevertheless, the agreement and the structuring of the international arrangement can also present challenges and complications. This Checklist identifies some of the practical issues that a franchisor planning to expand overseas might encounter. Issues The franchise agreement will state that the franchisee must run the business in line with the franchisor’s operations manual. However, the business method described in that manual may not have been piloted or proven in the overseas territory. It will have been devised on assumptions tailored to the local market. A franchisee may therefore struggle to implement the method in the overseas territory if reliant on those assumptions. A franchisee is often contractually obliged to use the marketing material supplied by the franchisor under the agreement...

Section 57 of the Town and Country Planning Act 1990 (TCPA 1990) requires planning consent for any material change in the use of buildings or land. Any limitations or conditions attached to a permission must likewise be adhered to. Liability for any existing breach will transfer to the purchaser. It is therefore essential to verify that the current use of the entire property is properly authorised and that all related conditions are being complied with, or to establish whether any unauthorised use or breach has become immune from enforcement. For further information, see Practice Note: Material change of use. Is the use authorised? Confirm the permitted use of the property, or, where relevant, each planning unit, and determine whether that use is authorised by: an explicit planning permission a certificate of lawful use, or permitted development rights If the permitted use does not mirror an express planning permission, do not assume it is unlawful; it may still be authorised by...

The Investigatory Powers Act 2016 (IPA 2016) revamped the legal regime regulating covert surveillance by public authorities. IPA 2016 superseded large parts of the framework previously, though not solely, contained in the Regulation of Investigatory Powers Act 2000 (RIPA 2000). See Practice Note: The regulation of intelligence gathering—an introductory guide. This note outlines the offences introduced by IPA 2016. For details of general sentencing limits in a magistrates’ court, see Practice Note: Sentences imposed following conviction—General limits on magistrates’ courts powers to impose custodial sentences following conviction... Section Offence Statutory defence Maximum sentence IPA 2016, s 3 — Unlawful interception: a person, by conduct in the UK, deliberately intercepts a communication during its transmission without lawful authority. Defence: where the individual has the right to control the operation or use of the system, or had that person’s express or implied consent to carry out the interception. Maximum sentence: on summary conviction, a fine; on indictment, up to two years’ imprisonment and/or a...

This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...

Stage 1—preparing to bring a claim and pre-action matters Guidance on infringement, defences, ownership, injunctions, running disputes, and the Business and Property Courts Disclosure Scheme; cease and desist precedent; timetable checklist; key forms; IP insurance. Stage 2—letter of claim alleging copyright infringement Guidance on infringement, drafting letters of claim, unjustified threats and remedies, with precedents for standard and peer‑to‑peer infringement letters. Stage 3—commencing proceedings Notes on infringement, secondary infringement, permitted acts, remedies, criminal offences, the Business and Property Courts and the Disclosure Scheme; pleadings/initial disclosure precedents; Disclosure/IPEC flow tools; CPR claim/defence/settlement/default forms. Stage 4—case management Guidance on running disputes, costs management and the Disclosure Scheme; checklist; Chancery, Patents Court and IPEC Guides; Mitchell v NGN; core case‑management and disclosure forms. Stage 5—disclosure and evidence Notes on e‑disclosure, witness statements and the Disclosure Scheme; PD 57AC for Business and Property Courts trial statements (not...

Procurement process flowchart This Procurement process flowchart outlines the sequence a procurement might follow and highlights the factors to weigh and the considerations involved to maintain a transparent and appropriate procedure. It further points to the Precedents on hand to support you through the procurement steps. This Flowchart serves as a worked illustration and is not meant to be exhaustive. While organisations may adopt quite varied approaches, it offers a useful baseline or point of reference. Any contract value amounts shown here are for demonstration purposes only...

Mergers The Commission approved: the securing of joint control over Kee Safety Group by Inflexion Private Equity Partners LLP and 65 Equity Partners Pte. Ltd (M.11983) following a phase I investigation—for further details, see Midday Express the attainment of joint control of Grand Bahamas Shipyard Ltd...

State aid General Court dismisses appeals regarding Spanish aid for the acquisition of ships The General Court delivered its ruling in Joined Cases T- 29/14 Telefónica Gestión Integral de Edificios y Servicios (formerly Taetal) v Commission and T- 31/14 Banco Santander v Commission, brought against the Commission’s decision of 17 July 2013. That decision concluded that a Spanish scheme for purchasing ships, structured around leasing and financing through tax relief, involved unlawful State aid (SA.21233) (the Commission’s 2013 decision). The Court rejected the actions. Under that arrangement, a shipowner could have a new vessel constructed with a rebate applied to the price set by the shipyard. To benefit from the reduced price (net of the rebate), the shipping company was required to agree to acquire the vessel not directly from the shipyard, but from an economic interest grouping (EIG) created under Spanish law and established by a bank. The Commission’s 2013 decision has already been considered in earlier cases. The Commission’s 2013 decision has been the subject of previous...

Antitrust Court of Justice issues judgment in national reference from the Netherlands proposing that parity clauses are not ancillary restrictions for the purposes of EU competition law The Court of Justice has delivered its judgment in Case C- 264/23 Booking,com BV and Booking.com (Deutschland) GmbH v 25hours Hotel Company Berlin GmbH and Others, concerning a Dutch reference seeking clarification on whether wide and narrow parity clauses are ancillary restraints under Article 101(1) TFEU. The reference seeks guidance on their classification within EU competition rules under Article 101(1) of TFEU. Background Booking.com BV runs an online hotel reservation platform. Up to 2015, its agreements contained wide price parity obligations that stopped hotels from advertising cheaper room rates via their own direct channels and any other outlets, including rival online travel agencies (OTAs). Thereafter, Booking.com moved to narrow price parity undertakings, which bar hotels from offering lower prices through their direct sales channels; the Federal Court of Justice of Germany nonetheless held these also restrict competition. Booking.com and other...

Family business culture Given the relatively high expense of sourcing and appointing senior staff, holding on to the right people with the right expertise is vital for any firm, and even more so for a family-run enterprise where hiring can be tougher than for rivals. Working in a family company brings upsides; research points to greater loyalty, satisfaction, flexibility and security. Yet drawbacks can appear, such as ambiguity, perceived unfairness, muddled accountability and family politics. The task is to bring in senior leaders who align with the culture and to ensure they are incentivised to remain and help grow the business. Therefore, a family business must shape recruitment and induction so they reflect its distinctive culture and complexity. Not every senior executive will thrive in a family setting, and cultural alignment may, in the end, matter as much as formal credentials. This must be weighed against the need to attract high-calibre people and keep them engaged for the long haul. Practical measures available to family firms include supporting new...

This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...

CASE HUB ARCHIVED This archived case hub reflects the position as at the judgment of 7 December 2022; it is no longer maintained. See further, timeline. Case facts Outline Appeal before the General Court seeking annulment of the Commission’s readopted infringement decision of 17 December 2020, which imposed a reduced fine amounting to €9.4m (AT.39563). Latest development On 7 December 2022, the General Court delivered its judgment and dismissed the appeal in full. In particular, it found that: (i) CCPL grasped the Commission’s reasoning, and the material presented by CCPL was insufficient to overturn the presumption applied by the Commission that CCPL exercised decisive influence over entities within the CCPL group; and (iii) the Commission did not err in concluding that a fine reduction can only be warranted by the aim of preventing the undertaking’s economic viability from being irreparably endangered and its assets stripped of value, so the applicant’s intention to develop operating companies of the CCPL group cannot, in principle, justify such...

1 Legal costs 1.1 The legal costs of [ insert brief description of services, eg obtaining a grant of probate and distributing an estate ] consist of [ two OR three ] principal elements: our fees; outlays we pay on your behalf (often referred to as disbursements) [ ; OR . ] [ costs you may need to pay to another party. ] 1.2 Our charges We apply a fixed-fee structure [ of £[ insert price excluding VAT ] OR ranging between £[ insert price excluding VAT ] and £[ insert price excluding VAT ] depending on [ insert description of the factors that will dictate where in the fixed price range your fees will fall, eg the value and complexity of your matter ] ] . [ If a matter or transaction does not reach completion, we reserve the right to charge for the work undertaken, using our standard charging rate of £[ insert rate...

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

Suggested email to arrange counterpart completion with other solicitors SUBJECT: [ Transaction Name OR Details ] – Completion Arrangements We write to outline, for the purposes of these arrangements, our intended approach for arranging the signing and delivery of the documents required for the anticipated completion of [ insert details ]. We confirm that [ insert firm name ] is prepared to serve as nominated person pursuant to section 2(1) of the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 (the Act), and, as agreed, section 2(3) of the Act is hereby excluded and will not apply to these Completion Arrangements...

Under WTR 1998, workers get 5.6 weeks’ annual leave each year: a basic entitlement of four weeks’ leave (20 days for a standard full‑time worker) implementing article 7 of the Working Time Directive (WTD) an additional 1.6 weeks’ leave (eight days for a standard full‑time worker) created by domestic law only Understanding this distinction is important because: European Court of Justice case law concerns the WTD alone, so it applies only to the basic four weeks’ paid leave holiday pay is calculated differently for: the basic four weeks, and the additional 1.6 weeks The general rules as to the right to carry forward accrued holiday entitlement are that: the basic four weeks must be taken in the leave year earned and cannot be carried over (though an employer may choose to allow it) a relevant agreement may allow the additional 1.6...

Duty to make reasonable adjustments The Equality Act 2010 (EqA 2010) establishes a duty to make reasonable adjustments (referred to below as ‘the duty’), which contains three distinct requirements. The third requires that, where a disabled person would, without the provision of an auxiliary aid, face a substantial disadvantage in relation to a relevant matter when compared with people who are not disabled, such steps as are reasonable must be taken to supply the auxiliary aid. The situations in which the duty arises differ across workplace settings. Accordingly, the precise circumstances that engage the duty will not be uniform across all settings. For all three requirements, the duty is triggered only where a disabled individual is placed at a substantial disadvantage compared with non‑disabled people ‘in relation to a “relevant matter”’, and what counts as a ‘relevant matter’ (as defined in EqA 2010, Sch 8 Pt 1) varies according to the particular type of workplace. As a result, application of the duty is context‑specific to the workplace in question....

For the purposes of the Gambling Act 2005 (GA 2005) Under GA 2005, s 3, gambling encompasses ‘gaming’, ‘betting’ and taking part in a ‘lottery’. ‘Gaming’ is defined in GA 2005, s 6 as playing a game of chance for a prize under that provision. A game of chance covers the following: a game that contains both an element of chance and an element of skill, a game where the element of chance can be eliminated by superlative skill, and a game presented as involving an element of chance, but it does not include a sport. There must be some element of chance and the prospect of winning a ‘prize’ for the activity to qualify. The Q&A does not indicate the setting in which the mystery box of prizes is being offered to participants. If the prize is to be obtained by taking part in a game of chance as described in GA 2005, s 6, it will fall within the...