Side letter meaning

This Checklist sets out the key points to consider when advising a prospective claimant on a potential breach of warranty claim arising from a share purchase agreement (SPA). The same broad approach will apply to an asset purchase agreement (APA). For additional guidance on breach of warranty claims, see the related content links on the right-hand side. Read this Checklist together with Practice Note: Starting an SPA breach of warranty claim—a practical guide... Action Comments Review the SPA Check the: governing/choice of law provisions — is the agreement governed by English law? jurisdiction provisions — do the English courts have jurisdiction? warranty provisions and warranty limitation provisions — does the issue fall within the warranties and are you within the time limit to bring a breach of warranty claim? Note all deadlines in the agreement that could be relevant to any potential warranty claim... Review the disclosure letter Confirm that the issue has not been disclosed against...

This Flowchart sets out the conditions that must be satisfied for the court to declare that a transaction constitutes a preference and grant relief. This diagram outlines the criteria that need to be met for the court to find a transaction is a preference and award appropriate relief...

Checklist to assist with taking instructions from a business when drafting a consultancy agreement See also: Key provisions in a consultancy agreement—checklist. Precedents For precedent consultancy agreements, see: Consultancy agreement—company and individual—pro-client Consultancy agreement—company and company—pro-client Consultancy agreement—individual and company—pro-consultant Consultancy agreement—company and company—pro-consultancy Consultancy agreement—company and individual—pro-client (short form) Side letter to consultancy agreement—company and company—pro-client Further related guidance See: Consultancy services—overview and Practice Notes: Managed service companies and the anti-avoidance legislation Deciding appropriate employment status Personal service companies—the key benefits and key tax considerations Securing intellectual property rights from employees and contractors IR35—the large and public client off-payroll regime—practical considerations for the end client Issue Business objectives Why do you want to appoint a consultant? What are you trying to achieve? Service scope What services will fall within the scope of the...

HMRC v Sehgal and another [2024] UKUT 74 (TCC) The taxpayers were non-domiciled individuals resident in the UK who were taxed on the remittance basis. They disposed of their shareholdings in VGL to CLS, a Luxembourg-resident company. At completion, IRL—owned indirectly via a Jersey vehicle, SKS—owed £6m to a subsidiary of VGL. Under the share purchase agreement, the taxpayers agreed to indemnify that liability. Soon afterwards, it emerged the debt was irrecoverable, thereby triggering the indemnity. At the behest of CLS’s parent, a structured sequence followed: SKS purchased clothing stock from M, another company within the CLS group, for a sum mirroring the amount owed; at the same time, CLS and the taxpayers entered into a side letter confirming that this payment would reduce the outstanding debt to nil. Under these arrangements, the consideration for the clothing matched the £6m debt and, as recorded in the side letter, operated to eliminate the balance in full. The clothing, however, was worth merely £200,000 and was then gifted...

We outline the FCA’s key messages from 2025, alongside predictions and practical tips to help you stay on the right side of the FCA in 2026. Fewer, faster investigations A refreshed stance on enforcement has been anticipated since Therese Chambers and Steve Smart assumed leadership of the FCA’s enforcement division in 2023, and the June 2025 update to the FCA Enforcement Guide made it official. The policy statement released with the revised guide confirmed that the FCA has raised the threshold, effectively raising the bar, for commencing an investigation and bolstered its pre-investigation assessment procedures. Addressing the City & Financial Global FCA Investigations and Enforcement Summit in October 2025, Therese Chambers, the FCA’s Joint Executive Director of Enforcement and Market Oversight, underscored the point, stating the FCA is running fewer investigations, at a faster pace. This reflects a 2025 objective to shrink the open caseload and bring ongoing investigations to a conclusion more quickly within a shorter time frame. Signs that this recalibrated enforcement strategy is...

In this issue: Public procurement Children's social care Governance Social housing Social care Local government finance Healthcare Education Planning Daily and weekly news alerts New and updated content Public procurement Preparing for the Procurement Act 2023—new practical guidance On 24 February 2025, the principal provisions of the Procurement Act 2023 (PA 2023) take effect. Any procurements starting on or after that date must follow PA 2023, while exercises launched under earlier public procurement legislation will continue to be run and managed under those provisions. For background reading, see Practice Notes: Public procurement reform and Introduction to the Procurement Act 2023—PA 2023. As the PA 2023 ‘go-live’ was deferred last year, government departments, public bodies and local authorities have been steadily preparing for the change, whilst still conducting their procurement activities under the existing rules. Under the transitional and saving provisions for PA 2023, both regimes will operate side by side, in...

This Practice Note outlines a standard schedule for starting civil claims in practice. A vertical comparison likewise offers direction on the steps parties should weigh when considering issuing proceedings in the courts of England and Wales. It highlights usual sequencing and the principal considerations for parties preparing cases. Typical timeline in civil proceedings Notes Note 1 Cause of action When evaluating the strength of the dispute, court litigation is a route to secure a remedy against the other side, and neither statute nor contract compels a different path. Note 2 Pre-action Parties are urged to attempt settlement before issuing, including by using alternative dispute resolution (ADR). Observance of a pre-action protocol is required (eg sending a letter of claim). Considering pre-action measures, such as freezing injunctions or pre-action disclosure applications, is also available. Note 3 Issuing proceedings The claim form and particulars of claim are commonly issued electronically and served on the defendant(s) by a method mandated by the Civil Procedure Rules...

In an acquisition finance deal, the buyer and seller settle the acquisition documentation between themselves, with the lenders’ lawyers given an opportunity to review and comment. Often, the lenders’ interests mirror those of the buyer, so a strong negotiating position on the buyer’s side will usually benefit the lenders as well. This note highlights areas of particular interest for lenders’ lawyers in specific acquisition documents. More generally, they will wish to ensure that: the target companies and/or assets correspond to lenders’ expectations in terms of identity and value the acquisition contracts provide sufficient contractual protections to shield the target group from unforeseen financial liabilities the acquisition documents address any key issues arising from the disclosure letter and the due diligence process For an introductory overview of acquisition and leveraged finance, see Practice Note: Introductory guide to acquisition finance. For definitions of commonly used expressions, see our Glossary of acquisition finance terms and jargon. For further detail on the transaction suite, see...

This Practice Note discusses the meaning of capital call facilities, 'NAV' or asset-backed facilities, and hybrid facilities the commercial applications of capital call facilities the due diligence that lenders will undertake the standard security package typically required by lenders the principal terms of capital call facilities 'Capital call facilities' and other types of fund finance A capital call facility, also known as a subscription line facility, is financing extended by a lender to a fund and is ordinarily collateralised by investors’ undrawn commitments. Accordingly, funds tend to obtain these lines early in their life cycle, when unfunded commitments are at their highest yet the fund holds few or no investments that can be charged in favour of lenders. Nevertheless, particularly where recallable capital commitments persist (see below), capital call facilities can remain beneficial well into the fund’s term. By contrast, funds that are at the halfway stage or approaching the end of their life cycle may find that...

[ To be issued on the landlord’s headed paper ] Your Ref: Our Ref: Date: From: [ name of Landlord ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (‘Landlord’, ‘we’, ‘us’) To: [ name of Tenant ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (‘Tenant’, ‘you’, ‘your’) [ CC: [ name of Guarantor ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] Dear Sirs, Re: Request for reduced rent payments under your lease dated [ date ] of [ description ] (Property) made between (1) [ name of original landlord ] [ , OR and ] (2) [ name of original tenant ][ and [ name of any original...

Insert a new clause 14 into Precedent: Limited partnership agreement, or a new clause 16 into Precedent: Limited partnership agreement—private fund limited partnership, with the following: [ 14 OR 16 ] Most favoured nation [ 14.1 OR 16.1 ] The Partners acknowledge and agree that the Limited Partnership and/or the General Partner may enter into the side letters or side arrangements with some or all of the Limited Partners, which confer rights or vary or augment the terms of this Agreement and the deeds of adherence entered into by the relevant Limited Partner (the Side Letters and each a Side Letter) and which,...

[ To be issued on the landlord’s headed paper ] Your Reference: Our Reference: Date: Dear [ complete as appropriate ] From: [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Landlord , we , our , us ) To: [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Tenant , you , your ) [ CC: [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Guarantor ) ] Re: Lease of [ property description ] (Property) made between (1) the Landlord [ , OR and ] (2) the Tenant [and (3) the Guarantor] and dated [ date ] (including any documents supplemental or...

When a tenant applies for a fresh business tenancy within the scope of the Landlord and Tenant Act 1954 (LTA 1954), any disagreement about the wording of that renewed tenancy is resolved by the court in line with LTA 1954, ss 32–35. In particular, LTA 1954, s 35(1) is central to how the court exercises its discretion when settling the clauses of a replacement lease. Although a tenant might invite the court to consider a side letter when fixing the terms of the new letting, a side letter is unlikely to secure the inclusion in the new lease of rights that did not feature in the previous instrument or earlier lease overall...