Reserved matters meaning

Purpose of checklist This checklist aims to set out the types of considerations that must be kept in view-and for which client instructions will be required-when preparing a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For further key points to address when drafting a JVA, see Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist. See also Practice Note: Property Joint Ventures-general issues for a summary of the commercial matters the joint venture parties will need to weigh when establishing a property joint venture (JV). Corporate real estate JVs typically involve collaboration between parties able to source real estate (with one party possibly owning, and contributing to the joint venture company (JVC), the property to be developed), provide substantial capital to the JVC, supply or arrange debt funding (to finance the development) and offer the expertise to develop and/or manage the property. The JVA will document the parties’ agreement on their respective rights in relation to issues such as management...

The Scottish Government has issued an update on progress regarding implementation of Grenfell Tower Inquiry Phase 2 recommendations...

Listed on the London Stock Exchange (LSE), Carillion was a prominent international construction, project finance and support services company with operations in the UK, Canada and the Middle East. Background On 10 July 2017, Carillion disclosed, among other matters, an anticipated provision of £845 million, of which £375 million related to projects within Carillion Construction Services (provision here meaning, in accounting terms, an amount reserved from profits to meet a likely future liability or loss of uncertain timing or amount). This in effect eliminated Carillion’s profits for the preceding six years. Based on earlier statements by Carillion Construction Services, the market had not foreseen such a provision at all in advance. The share price dropped 39% on the day of the announcement and 70% within three days. Given the apparently misleading communications to the market, the FCA commenced enforcement action...

In this issue: Probate Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Budget and Finance Bills Charity and philanthropy Contentious trusts and estates Pensions, insurance and tax‑efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis®PSL community New and updated content Dates for your diary Trackers Latest Q&As Useful information Probate HMCTS probate enquiry line—temporary reduced hours As highlighted in Private Client weekly highlights—8 February 2024—Probate, HMCTS’s probate enquiry phone service will operate on shortened hours of 9 am to 1 pm, Monday to Friday, for 12 weeks from 14 February 2024. The HMCTS Probate Service will, however, continue to be available via web‑chat from 9 am to 5 pm, Monday to Friday. See: HMCTS: Applying for probate...

What is a planning performance agreement? (PPA) Planning performance agreements are voluntary memoranda of understanding or agreements between a planning applicant, the local planning authority (LPA) and, in some instances, other interested parties such as key statutory consultees. A PPA records agreed commitments on timescales, tasks and the resources to be applied to a particular planning submission. Functioning as a project management framework, it sets out the pathway for reaching a determination on the application. PPAs are commonly put in place before an application is lodged and may span every stage of the process, including pre-application. Although the emphasis is usually on the pre-application and application phases, a PPA can also extend into the post-application period, for example to govern how reserved matters or approvals of details will be dealt with. They might be documented as a simple memorandum of understanding or an exchange of letters, or entered into under section 111 of the Local Government Act 1972 (LGA 1972) (see Q&A: What is a section 111 agreement?)....

Company directors oversee the everyday running of the company. They make decisions on the company’s behalf so it can continue operating, typically covering: securing funding entering contracts buying or leasing premises obtaining stock or equipment recruiting staff For details on directors’ decision-making, and the processes and procedures commonly involved, see the following Practice Notes: Directors’ decision-making—power, authority and duties Directors’ decision-making—convening board meetings Directors’ decision-making—conduct at board meetings Directors’ decision-making—post board meeting formalities Directors’ decision-making—written resolutions and decisions by sole directors Where do the directors’ powers come from? ...

Subscription and shareholders’ agreement This Practice Note offers guidance for drafters preparing and/or reviewing a subscription and shareholders’ agreement relating to the allotment of shares (and, potentially, loan notes) in a private limited company incorporated in England and Wales by a private equity (or venture capital) fund investor (the investor) within a venture capital (VC) deal, where the structure provides for split exchange and completion, ie conditions must be met before completion of the subscription and shareholders’ agreement. The investment contemplated is into an existing company (the Company), with the current shareholders (typically the business’s founders) keeping the shares they have already been issued in the Company. Set out below are matters to weigh up when drafting and/or reviewing the principal provisions of a subscription and shareholders’ agreement (SSA). Parties The investee company Although the principal parties to the SSA will be the relevant investor and the Company’s founders, the Company will ordinarily be included as a party too, ie the vehicle in which the investor...

HM Land Registry Prescribed Clauses LR1. Date of the lease [ date ] LR2. Title Number[s] LR2.1 Landlord’s title number[s] [ title numbers from which this lease is granted. Leave blank if unregistered. ] LR2.2 Other title numbers [ existing title number[s] against which notes of matters mentioned in LR9, LR10, LR11 and LR13 are to be entered. ] LR3. Parties to this lease Landlord [ name of Landlord ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [ address ] Tenant [ name of Tenant ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [ address ] Other parties [ Guarantor [ name of Guarantor ] [ of OR incorporated in England and Wales, company registration number [ number ], whose registered office is at ] [...

HM Land Registry Prescribed Clauses LR1. Lease date [ date ] LR2. Title number(s) LR2.1 Landlord’s title number(s) [ number ] and [ number ] LR2.2 Other title numbers [ existing title number(s) for entries of matters mentioned in LR9, LR10, LR11 and LR13 ] LR3. Parties to this lease Landlord [ OPTION 1—name of Landlord (not an overseas entity) ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at [ address ] [ OPTION 2—name of Landlord (overseas entity) ] [ incorporated OR formed in [ territory of incorporation/formation ] (registration number [ number ]) [ and recorded at Companies House (company registration number BR[ number ]) ] (overseas entity ID [ [ number ] OR not required OR ) with registered office at [ address ]...

Insert the following as new definitions (if not already included) in the subscription and shareholders’ agreement or investment agreement of the relevant company: Annual Budget • means the yearly operating budget approved under clause [ insert number of clause in the subscription and shareholders’ agreement/investment agreement dealing with the adoption of the company’s budget ]; A Ordinary Shares • means the A ordinary shares of [ insert amount ]p each in the capital of the Company; [ Financing Documents • means the facilities agreement to be executed on the same date as this Agreement between the [ Company OR [ insert the name of the company in the investee group party to the financing arrangements, eg newco 1, newco 2 etc ] ] and [ insert name of bank ] together with the [ list other financing documents, such as security and intercreditor documentation ] in the agreed form, as amended, supplemented, novated or replaced from time to time; ] Investor Consent or Investor...