Related party transactions meaning

This Checklist outlines the principal contractual points within a bundle of construction documents that a construction lawyer should review and report on for a prospective buyer of a property or development. It should be read alongside: Construction due diligence for property purchase-initial review of construction package-checklist. After reviewing the documents and raising enquiries, the purchaser’s construction lawyer will also need to produce a report on the construction documents, see Precedent: Report on construction documentation. The issues below proceed on the basis that construction at the relevant property has been completed. Accordingly, there is no need to scrutinise terms governing the running of the contract during the build, such as payment provisions; these are only relevant where a buyer is acquiring while works are ongoing and step-in rights are being offered. Building contracts Identity of contractor – Confirm the contractor continues to exist and carry out a financial check (for example via Dun & Bradstreet) to ensure it is financially sound. Date of contract –...

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

Pre-completion Checklist for funder's solicitor Checklist for borrower's solicitor Title information Where the borrower’s solicitor is issuing a certificate or report on title, verify they have supplied a signed engrossment of it, with all plans and annexures, to be held to their order until completion day. Confirm the borrower’s solicitor has incepted any required defective title or chancel repair insurance and that the premium is paid before completion. The certificate/report on title must also set out the title insurance policy particulars. Obtain confirmation from the valuer that the valuation stands unchanged in light of the certificate/report. Deliver to the funder a signed, dated summary report covering the title position. Provide the funder with any construction, planning and/or environmental reports prepared as part of the transaction. Make sure all HM Land Registry forms are approved and, where the application will be sent off by the funder’s solicitor, that signed forms have been received. Ensure all third party notices are approved...

In this issue: Institutional and ad hoc arbitration International arbitration Other arbitration and ADR-related news and developments New and updated content Useful information Daily and weekly news alerts Institutional and ad hoc arbitration ACICA—consults on revision of ACICA Arbitration Rules The Australian Centre for International Commercial Arbitration (ACICA) has opened a public consultation on updates to the ACICA Arbitration Rules. ACICA is seeking views on topics such as practice notes, artificial intelligence, settlement windows, sustainability, diversity, confidentiality, shifts in party representation, emergency arbitrator provisions, expedited proceedings, joinder, publishing anonymised decisions and awards, and an opt‑in appeals pathway. The revisions aim to reinforce ACICA’s longstanding commitment to a fair, efficient, prompt and cost‑effective arbitral process. Submissions are due by 18 May 2026. See: LNB News 02/04/2026 15. AIAC—Protocol for the Administration of Arbitrations by AIAC pursuant to the UNCITRAL Arbitration Rules published The Asian International Arbitration Centre (AIAC) has issued its Protocol for the Administration of...

Banking & Finance—November 2024 case round-up Sata Internacional-Azores Airlines SA v Hi Fly Ltd and another company [2024] EWHC 2762 (Comm) Aviation finance—unpaid rent—novation of lease—rectification of novation agreement The claimant, SATA Internacional-Azores Airline SA (SATA), leased an aircraft from the defendant, Hi Fly Ltd (Hi Fly). By 2019, SATA was experiencing financial difficulties and, following negotiations, Hi Fly sold the aircraft to a third party, AELF, with the lease simultaneously novated so that AELF became the lessor. AELF and SATA then agreed to terminate the lease early, providing for re-delivery on an ‘as is where is’ basis in return for a lump sum termination payment. When these arrangements were put in place, SATA owed Hi Fly just under US$3m comprising unpaid rent, maintenance reserve payments and default interest. Of that total, a little under US$1m related to amounts outstanding from before 1 September 2019, and it was accepted that SATA remained liable to Hi Fly for that portion. There was, however, a dispute concerning the remainder...

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Investigations, enforcement and discipline Prudential requirements Risk management and controls Financial crime and sanctions Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG EU MiFID II Consumer credit, mortgage and home finance Investment funds and asset management Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content UK, EU and international regulators and bodies BoE publishes PRA’s David Bailey speech outlining flexible regulatory plans to foster innovation and growth The Bank of England (BoE) has released a speech from David Bailey, executive director for prudential policy at the Prudential Regulation Authority (PRA), delivered at Risk...

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;...

The UK’s rules on hybrid and other mismatches Since 1 January 2017, the UK’s hybrid and other mismatch rules (described in this Practice Note as the hybrid rules) have been in force, designed to neutralise tax mismatches arising from how a hybrid instrument or hybrid entity is treated for tax. Although the hybrid rules typically apply to cross-border dealings involving two or more jurisdictions, they can also apply to transactions that are entirely UK domestic. They specifically address: deduction/non-inclusion mismatches (D/NI mismatches), i.e. where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but is not included in the taxable income of a payee or a related party investor; and double deduction cases (DD cases), i.e. where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction. For more detail on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table form of...

FORTHCOMING CHANGE relating to UK transfer pricing: At Budget 2025, the government confirmed that it intends to move ahead with a new duty on in‑scope multinationals to submit annual information regarding cross‑border related party transactions and dealings for accounting periods starting on or after 1 January 2027. The detailed rules for the new ‘International Controlled Transactions Schedule’ (ICTS) are expected to be formally issued for technical consultation during spring 2026. A consultation on this measure ran from April through to July 2025. See News Analysis: Budget 2025—Tax analysis—International. This Practice Note reviews the UK transfer pricing rules as they apply to chargeable periods (referred to in this Practice Note for ease and convenience as ‘accounting periods’) commencing before 1 January 2026. Note that the Finance Act 2026 introduced a range of reforms to the UK’s transfer pricing regime, most of which apply for accounting periods beginning on or after 1 January 2026, subject to specified transitional provisions. For wider background on transfer pricing, see Practice Notes: Transfer pricing—what is...

This Licence is entered into on [ insert date ] (the Commencement Date): Parties [ insert licensor name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensor); and [ insert licensee name ], a company incorporated in [ England and Wales ] under number [ insert company number ], whose registered office is at [ insert address ] (the Licensee), (each of the Licensor and the Licensee being a party and, together, the Licensor and the Licensee are the parties). Background (A) [ Explain the relationship between the Licensor and the Licensee. ] (B) [ The Licensor has entered into an agreement with the Licensee [ dated [ insert date ] ] (the Main Agreement) for [ insert other description of relevant transaction (referencing any relevant related agreements) ] (‘ Transaction ’). ] (C) The Licensor has agreed to...

This Agreement is dated [ insert date ] (the Commencement Date) and is entered into by the following (each a ‘party’ and together the ‘parties’): Parties [ insert licensor name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensor); and [ insert licensee name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensee). Background (A) [ The Licensor has entered into an agreement with the Licensee [ dated [ insert date ] ] for the sale of [ the [ insert name ] business AND/OR certain business assets ] by the Licensor as seller to the Licensee as buyer OR [ insert other description of relevant transaction (referencing any relevant related agreements) ] ] (the Transaction). (B) The...

Parties This Agreement is dated [ insert date ] (the Commencement Date) and is entered into by the following (each a ‘party’ and together the ‘parties’): [ insert licensor name ], a company incorporated in [ England and Wales ], whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensor); and [ insert licensee name ], a company incorporated in [ England and Wales ], whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensee). Background [ Licensor has entered into an agreement with Licensee [ dated [ insert date ] ] for the sale of [ the [ insert name ] business AND/OR certain business assets by Licensor as seller to Licensee as buyer ] OR [ insert other description of relevant transaction (referencing any relevant related agreements) ] ] (the Transaction). The...