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Shell and core meaning

What does Shell and core mean?
Shell and core describes the base-build stage of a development where the building’s primary structure, external envelope (façade and roof), common parts and core services (such as risers, main plant, lifts, fire strategy and incoming utilities) are completed to enable tenant fit-out and subsequent occupation, while the internal areas of the demise are left unfinished for the tenant’s fit-out. This is not a term defined by legislation or case law; it is a descriptive construction and real estate expression used in agreements for lease, development agreements and building contracts (for example, JCT or NEC). Typical features include capped services to the demise, unfinished internal partitions, floors and ceilings, and landlord obligations to deliver to a shell-and-core specification, with practical completion of the landlord’s works triggering the tenant’s fit-out, longstop dates and rent commencement under an agreement for lease. Key drafting issues include the scope and quality of the base-build specification and drawings, division of landlord works versus tenant works, compliance with planning and building regulations, collateral warranties, defects liability, insurance and access for fit-out. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, but scope is contractual; define “shell and core” expressly to avoid dispute.
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NEWS
UK construction law update: building safety, CAR insurance (Sky v Insurers), procurement reforms, Scottish NBHS and cladding standards, group litigation guidance (Alame v Shell), NPPF reforms, PMI and supply chain

In this issue: Building safety Insurance in construction Procurement Building regulations Litigation Environmental issues Construction industry news Daily and weekly news alerts Building safety Grenfell Tower Inquiry: closure plans The Grenfell Tower Inquiry has outlined its arrangements for closure, planned for January 2025. The Chair expects to bring the Inquiry to a formal close by writing to the Prime Minister, Sir Keir Starmer, confirming the Terms of Reference have been completed once the outstanding administrative work is finalised. Its detailed record — including evidence provided to core participants — will be placed on the National Archives Discovery Platform in Q1 2025. The Inquiry website will remain live until the end of February 2025, before being transferred to the National Archives. See: LNB News 20/12/2024 33. 381 Southwark Park Road RTM Company Ltd and others v Click St Andrews Ltd (in liquidation) and another company [2024] EWHC 3179 (TCC) In 381 Southwark Park Road...

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NEWS
UK ECM 2023: LSE Main Market and AIM IPOs and Secondary Fundraisings, Five-Year Trends, Retail Platforms, SPACs/Cash Shells, and FCA Listing/Public Offers Reforms, with 2024 Outlook

What does the Market Standards trend report cover? This Lexis+® UK Market Standards Trend Report explores equity capital markets (ECM) activity on the London Stock Exchange during the course of 2023. It reviews a total of 23 IPOs—14 on the Main Market and 9 on AIM—and 51 secondary offerings of £10m or above—21 on the Main Market and 30 on AIM—that completed in 2023, and benchmarks them against transactions finalised in 2019, 2020, 2021 and 2022 for comparative purposes. The report delivers analysis and commentary on prevailing and nascent trends across the market and also considers what we might expect to see in 2024. What are the highlights from the report? The report highlights the following core points: a five-year comparative overview of Main Market and AIM transaction volumes, market capitalisation and gross proceeds industry sector analysis covering IPOs and secondary offerings fundraising structure data, including details on the use of retail offer platforms details of SPAC and cash shell listings...

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View the related Practice Notes about Shell and core

PRACTICE NOTES
UK Listing Rules reform 2024: commercial companies, shell and international secondary listings; categories, eligibility, significant and related-party transactions, sponsor regime and transitional mapping

This fundamentals note reviews the wide-ranging overhaul of the UK listing regime that came into force on 29 July 2024. It also outlines the core provisions affecting companies seeking, or already holding, a listing as described in the UK Listing Rules sourcebook, including: Equity shares (commercial companies) International commercial companies secondary listing Shell companies Transition category What is the background to the UK listing regime reforms? Post-Brexit, with scope to depart from EU capital markets rules, the government announced an independent review of the UK listing regime in November 2020. Led by Lord Hill, a former EU financial services commissioner, the review aimed to make the UK more attractive for IPOs and improve capital raising on UK markets. The UK Listing Review Report, released in March 2021, set out a series of recommendations for both the government and the FCA. It noted a decline in London IPO activity in recent years—between 2015 and 2020 London accounted for just 5% of...

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PRACTICE NOTES
The failing firm defence in EU and UK merger control: criteria, counterfactuals, evidence, and the CMA’s post-2021 approach with key cases

Assessing how a merger affects rivalry requires evaluating the extent to which the parties are close and effective competitors of one another. The judgement should be forward-looking, asking how the competitive landscape may evolve over coming years and anticipating changes. Relevant considerations for that assessment include, among others: potential product obsolescence; the status and evolution of any pivotal technology; the firms’ resources; the firms’ indebtedness; and whether the activities at issue are central or peripheral to their businesses. At its most acute level, one of the firms may simply be unlikely to remain in operation on a sustained basis, for instance because of continuing financial losses and heavy debt, or because its core products or technology have become out of date or effectively obsolete. In those circumstances, the acquirer may contend that the target is not, or over the appropriate future horizon will not be, an effective competitor, or will leave the market entirely. This contention has come to be labelled the ‘failing firm’ (or ‘existing firm’) defence, and the...

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PRACTICE NOTES
Construction law and practice glossary—S: schedules, scope, set-off, step-in, section 106, Scheme for Construction Contracts, suspension

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Schedule of amendments A compiled list of changes to a standard form contract in which the parties record their agreed departures from the issued terms. Accordingly, it should be read alongside the underlying standard form. The parties should ensure any negotiated and agreed schedule of amendments is duly incorporated into the contract. Within NEC3/NEC4 suites, such alterations to the standard form are known as Z clauses. Refer to Practice Notes: Construction contract documents and Selection of standard form construction contracts, and to our relevant Precedent schedules under the Precedents tab in subtopics: JCT contracts 2024—overview, JCT contracts 2016, JCT contracts 2011, NEC contracts and Other standard form construction contracts. Schedule of rates/prices A schedule used in tendering when precise quantities are not established, or within a lump sum arrangement for pricing variations (often termed a Bill of Quantities). The tenderer...

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