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More than 150 jurisdictions operate merger control, or regimes akin to it. Within these systems, competition regulators may prohibit a deal entirely, or approve it subject to remedies, whether agreed or imposed. This Checklist sets out practical points to bear in mind when managing filing obligations across multiple jurisdictions. For overviews of merger control rules in every jurisdiction, see MJ merger grid—jurisdiction and MJ merger grid—procedure. For distilled takeaways, consult Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls. It also flags issues commonly seen in practice. Guidance is provided in those resources. What transactions fall within merger control rules? Relevant transactions Across most regimes, including the EU, merger control captures any deal that places formerly independent undertakings under common control. Control is often defined broadly. Acquisitions of control—sole v joint control Control can rest with a single party, or be shared with one or more others: sole control: a shareholder that acquires control can take strategic decisions for the target without...
This Checklist This Checklist outlines key points to consider when preparing or negotiating liquidated damages (LADs) provisions in a building contract, with a particular emphasis on LADs for late completion. It offers practical pointers and guidance designed to help ultimately ensure that LADs provisions in a building contract are properly enforceable...
FORTHCOMING CHANGES : There are several proposed reforms to the leasehold and enfranchisement framework-see Practice Note: Property key future developments tracker for further details. This Checklist outlines what a tenant must consider and the actions required, with associated timetables and cut-off dates, to collectively buy the freehold of qualifying premises under the Leasehold Reform, Housing and Urban Development Act 1993 (LRHUDA 1993). It covers service of a section 13 notice of claim; review of a landlord’s section 21 counter-notice admitting or denying the claim and/or resisting it on redevelopment grounds (together with steps where the landlord fails to serve one); and the limits for applying to the First-tier Tribunal (FTT) (or, in Wales, the Leasehold Valuation Tribunal (LVT)) to settle terms if not agreed and/or to the County Court where the contract is not completed within the statutory period after terms are agreed or determined. It also highlights steps required if a landlord fails to serve a counter-notice and the key timetable risks involved. Guidance...
This flowchart takes you through the stages of a CIETAC arbitration under the CIETAC Arbitration Rules 2024 Although each arbitration differs and the tribunal will tailor proceedings to specifics of the case, it remains vital to appreciate how an arbitration will 'usually' progress, together with the timescales likely to apply...
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...
Flowchart This Flowchart sets out the questions to consider when deciding the applicable law in employment matters, namely which legal system governs an employment contract or employment relationship, and guides the assessment to identify the applicable rules in such cases. Brexit has no significant practical effect in this field. The reason is that Article 66 of the Withdrawal Agreement preserves the existing Rome I and Rome II framework beyond IP completion day (11 pm on 31 December 2020), ensuring continuity of approach. That position is implemented domestically by the Law Applicable to Contractual Obligations and Non Contractual Obligations (Amendment etc) (EU Exit) Regulations 2019, SI 2019/479, which took effect on IP completion day and applies for employment cases...
A v N (R intervening) [2025] EWFC 371 (B) What was the background? The applicant wife (W) and the respondent husband (H) wed in March 1996 after living together for two years, amounting to a near three-decade marriage when the cohabitation is counted. The intervenor was W’s mother (R). The parties had five children; only the youngest, T, now aged 15, remains under 18, although several of the older children have continued to reside in the family property. The former matrimonial home (FMH) was acquired on 13 February 2012 in H and W’s joint names. It was accepted by both that the purchase would not have been possible without funds from R, and that from the outset the plan was for R to share the FMH with them. The completion statement recorded a £130,000 contribution from R towards the £881,161 price, described as a ‘mother gifted deposit’. The chosen property was specifically selected so that semi-independent accommodation could be constructed for R’s eventual occupation, identified in the judgment as...
Cobult UG v TAP Air Portugal SA, Case C-76/23, ECLI-EU-C-2024-253 What are the practical implications of this case? This ruling permits carriers that had not previously offered travel vouchers as an alternative to monetary compensation to introduce them, on condition that passengers are provided with clear, transparent details, in plain and accessible terms, about the alternative reimbursement options available, and that the passenger is aware of the choices and gives informed consent to accepting travel vouchers in place of a cash payment. It also establishes that a passenger’s completion of an online form fulfils the requirement for a ‘signed agreement’ to be obtained in order to refund the price of the ticket by way of travel vouchers. Informed consent is not achieved where reimbursement is linked to: ambiguous or incomplete information; information expressed in a language not understood by the passenger; or the passenger having to take extra steps to obtain one form of reimbursement over another. Carriers...
Clegg Food Projects Ltd v Prestige Car Direct Properties Ltd [2025] EWHC 2173 (TCC) What are the practical implications of this case? Clegg Food v Prestige Car confirms that, in payment disputes over overall or global valuations, adjudicators have wide latitude in their determinations, including making a 'fair and reasonable' valuation drawn from the material and submissions advanced by the parties. Losing parties should take a pragmatic stance when considering enforcement challenges—where the outcome falls within the spectrum advanced by the parties, minor irregularities or high-level reasoning will not unsettle the decision unless there is a material breach of natural justice. Highly detailed natural justice complaints, where both sides sought a global valuation, are very unlikely to succeed. What was the background? The claimant contractor (Clegg Food) and the defendant employer (Prestige Car) entered into a JCT Design and Build contract for a leisure and retail centre. After practical completion, a dispute arose regarding Application for Payment No 37 (Application 37), addressing the valuation of agreed...
Scope of the regime (NSIA 2021) took full effect on 4 January 2022. From that point, the UK Government gained powers to scrutinise and intervene in a broad array of investments in entities operating in the UK, and in purchases of related assets, with the goal of stopping deals that might threaten the UK’s national security. The regime is run by the Investment Security Unit (ISU) within the Cabinet Office, while the formal decision‑maker is the Chancellor of the Duchy of Lancaster (described in the Act, and here, as the ‘Secretary of State’). Beyond handling notifications and associated proceedings, the ISU may issue guidance on the regime and how it applies to particular transactions. Under NSIA 2021, certain investments in business entities active across 17 specified UK sectors must be notified to the ISU by the investor and cleared by the Secretary of State before completion. This notification duty applies whether the investor is UK‑based or overseas, and also to investments in foreign entities active in these sectors in...
Training materials These training materials are made up of template PowerPoint slides that can serve as the foundation for one or more training seminars concerned with negotiating a share purchase agreement (SPA). They are intended to assist junior lawyers, company secretaries and directors in developing an understanding of the principal points of negotiation and drafting, and they also signpost other useful materials and guidance. It is expected that those delivering training will use these slides as a practical starting point for their presentations, and then adapt them as necessary to reflect their particular circumstances...
Premier Oil is among a number of oil and gas companies that have reassessed their funding options to cope with the effects of an extended period of low crude prices. Brexit impact From exit day (31 January 2020), the UK ceased to be an EU Member State. Nevertheless, under the Withdrawal Agreement, the UK entered an implementation period, during which EU law continued to apply. In many Brexit SIs, references to exit day should be construed as referring to IP completion day (the end of the implementation period, defined in clause 39 as 31 December 2020 at 11.00 pm), unless that wording is expressly disapplied by the relevant SI. For more detail, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers, and Brexit Bulletin—key updates, research tips and resources. While schemes do not fall within the scope of the Recast Regulation on Insolvency, their later recognition frequently depends on Brussels I (recast) (see below and Practice Note: Brexit—impact on...
The Contract comprises the completed Standard Building Contract Without Quantities for use in Scotland 2016 published by the SBCC subject to the following amendments: Recitals and Articles updated: contractor to provide a master programme and Schedule of Information Requirements; CDP responsibility accepted; Principal Contractor duties priced; arbitration deleted; Schedule of Amendments prevails; Third Party Agreements duties. Contract Particulars: arbitration entries removed; Rectification Period set at 12 months; fluctuations and certain PII/guarantee entries deleted. Conditions: key definitions revised (Practical Completion, Copyright Material, Design sub‑contractors, Funder, Site); Scottish jurisdiction; approvals mean principles only; entire agreement; variations in writing. Design/materials/programming: contractor accepts ER/CP; quality and non‑deleterious materials; programme reporting; site risk; drawings/info supply; tighter discrepancy notices. Time/defects: mitigate and advise on delay; narrower Relevant Events; Practical Completion clarified; stronger rectification, consequential damage and indemnity; phased as‑built/occupation information. IP/confidentiality/BIM: broader licence, moral rights waivers and delivery; confidentiality reinforced; BIM where adopted. Management/sub‑contracting: access, approved Site Manager, meetings; prescribed sub‑contracts; collateral warranties/third‑party rights; CDM duties; insurance...
The Contract comprises the completed Standard Building Contract With Approximate Quantities 2016 published by the JCT subject to the following amendments: This Contract adopts JCT SBC/AQ 2016 with extensive modifications to reflect design responsibility, building safety and commercial controls. Recitals: Contractor to provide a master programme and Schedule of Information Requirements; confirms site due diligence and accepts full CDP design liability. Articles: Dutyholder Regulations added; Tender Price covers Principal Contractor duties; arbitration removed; Schedule of Amendments prevails; strict protection of Third Party Agreements. Definitions/governance: new and revised terms (Building Safety Regulator, HRB, Practical Completion, Copyright Material, Design Sub‑contractors, Dutyholder Regulations); several deletions; English court jurisdiction. Design/materials/information: skill‑and‑care design and coordination; only new, compliant, non‑deleterious materials; golden thread storage; monthly programme reporting; site risks at Contractor’s risk. Procedures/controls: tighter instruction, testing, defects and as‑built duties; enhanced confidentiality and IP licences; HRB assistance; CDM/Dutyholder competency confirmations. Sub‑contracting/rights: prescribed sub‑contracts, insurances and delivery of collateral warranties/third‑party rights; limits on assignment. Payment/commercial: 28‑day final...
Date [ date ] Parties [ name of Landlord ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], whose registered office is at [ address ] [ together with an address for service in England and Wales at [ address ] ] (the Landlord); [ name of Tenant ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], with its registered office at [ address ] [ and an address for service in England and Wales at [ address ] ] (the Tenant); [ [ name of Guarantor ], [ of OR incorporated in England and Wales (company registration number [ number ]) ], having its registered office at [ address ] [ and an address for service in England and Wales at [ address ] ] (the Guarantor) ]...
Retention Retention describes the portion of interim payments the employer withholds as security for the contractor’s future performance of its duties and to encourage the contractor to discharge those duties in full and properly. For further details, consult the Practice Note: Retention of payment in construction contracts. When retention is to be released to the contractor depends on the particular contract terms for the project. Typically, half of the retained sum is paid out at practical completion, with the balance thereafter following completion of any remedial works for defects reported within the defects liability period. Consequently, if these milestones are reached before the final certificate is issued, the contractor may have a right to seek payment of some or all of the retention...