Transfer of undertaking meaning

FORTHCOMING CHANGE : The Scottish Government is undertaking a review of LBTT, which began in spring 2025. This Table outlines how land and buildings transaction tax (LBTT) applies to standard lease transactions...

This checklist reviews the employment law considerations that arise when carrying out a business reorganisation. It addresses initial planning points, whether a redundancy situation exists, ‘some other substantial reason’ (SOSR), how the employer may resist claims about dismissals, whether collective consultation duties are engaged, changes to contractual terms and conditions, and if a TUPE transfer applies. It proceeds on the basis that there is a restructure but the undertaking continues to operate at the same site and, therefore, no ‘place of work’ redundancy arises. For broader guidance, see Business reorganisations—overview and Practice Note: Implementing a business reorganisation—employment issues. Initial considerations Assess the composition of the project team and safeguard project documentation to: preserve confidentiality and for consultation purposes (eg label all proposals as ‘subject to consultation’). See Practice Note: Implementing a business reorganisation—employment issues: Initial considerations limit circulation, where required, to protect legal advice privilege Consider whether non-disclosure agreements are required and, if so,...

This checklist is intended chiefly for assignments of commercial leases. It is not comprehensive and cannot anticipate every scenario across all deals. Always consider whether additional points require attention. It proceeds on the basis that: the lease concerns commercial premises let at open market rent to an occupational tenant, with the landlord providing the insurance the assignor uses the premises for its business and the assignee likewise plans to occupy for business purposes the lease is a head lease and the premises are free of any underleases the lease is not secured by a fixed charge (which would be rare in practice), and no premium is payable Where the assignment forms part of a broader or more intricate arrangement, consult Sale of commercial property (seller)—checklist and Practice Note: Transferring commercial property—a practical guide. When acting for the assignee, refer to Assignment of a rack rent lease (assignee)—checklist. Preliminary matters See also Practice Note: Transferring commercial property—a practical guide—Preliminary...

See Q&A: Where we act for the seller of a property at auction, are we obliged to carry out AML source of funds checks on the deposit paid by the buyer to the auctioneer before accepting the same from the auctioneer? There is not a universal obligation to verify the origin of funds for every client or every matter. However, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended, do require you, where necessary as part of ongoing monitoring, to identify the source of funds used in a transaction. The MLR 2017 further mandate that you confirm the source of funds and the source of wealth when undertaking client due diligence (CDD): for politically exposed persons, together with family members and known close associates, and in...

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision; accountability, culture and social governance; prudential requirements Financial crime and sanctions; investigations, enforcement and discipline Benchmarks/IBOR reform and capital markets regulation; dispute resolution for financial services lawyers Derivatives regulation; sustainable finance and ESG Banks and mutuals; investment funds and asset management UK MiFID II and EU MiFID II Consumer credit, mortgage and home finance; insurance regulation Payment services and systems; fintech and cryptoassets LexTalk® Financial Services: a Lexis®Nexis community; Financial Services Enforcement Database Daily/weekly and intraday news alerts; new and updated content; dates for your diary; latest Q&As UK, EU and international regulators and bodies EIOPA publishes strategy to simplify regulation and enhance European competitiveness The European Insurance and Occupational Pensions Authority (EIOPA) has set out a plan to streamline rules and cut administrative burdens to strengthen Europe’s competitiveness. The strategy prioritises supportive business conditions, robust consumer protection,...

In this issue: Data protection Confidential information Daily and weekly news alerts New and updated content Data protection ICO issues fresh guidance on data protection fines The Information Commissioner’s Office (ICO) has released new guidance on data protection fines, setting out how it imposes penalties and works out fine levels. The guidance details the legal framework that gives the ICO authority to levy fines, outlines its approach to core questions—such as identifying the broader ‘undertaking’ or economic entity of which a controller/processor forms part—and explains the methodology used to calculate penalties. See: LNB News 18/03/2024 59. Deadline for transitional arrangements allowing contracts to rely on 'old EU SCCs' for UK GDPR compliant international data transfers Under the UK General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR), organisations transferring personal data outside the UK on or after 21 March 2022 can rely on two sets of standard data protection clauses issued by the ICO as an...

Governing legislation The process of transferring undertakings is regulated by SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (SI No 131/2003 (IRL)), commonly known as the TUPE Regulations 2003 (IRL). These 2003 Regulations superseded SI No 306/1980 European Communities (Safeguarding of Employees’ Rights on Transfer of Undertakings) Regulations 1980 (Ireland), as later amended by SI No 487/2000 European Communities (Safeguarding of Employees’ Rights on Transfer of Undertakings) (Amendment) Regulations 2000 (Ireland). The earlier regime gave effect to the EU Acquired Rights Directive 77/187/EEC in Ireland. Relevant transfers Numerous European Court of Justice (ECJ) rulings have clarified what amounts to a transfer for the purposes of Directive 77/187/EEC and, in turn, the TUPE Regulations 2003 (IRL). A detailed review of that body of caselaw lies outside this Practice Note and is not attempted here. In essence, a transfer arises where the undertaking keeps its identity after the handover; in other words, where the undertaking is passed on as a going concern,...

The properties held by a company can be obtained by two routes: an acquisition of assets owned by the company (an asset purchase), or an acquisition of the company’s shares (a share purchase) Asset purchase On an asset purchase: the buyer takes the undertaking as a going concern and may select which elements of the business, together with any assets and liabilities, it wishes to take on every property owned, used or occupied by the undertaking must be conveyed, assigned or transferred to the purchaser within the sale documents Properties may be sold outright, or the buyer may be granted a fresh lease. Where a leasehold interest is involved (whether already existing or newly created), particular issues arise. For more information, see Practice Note: Leasehold property issues arising on an asset purchase. The properties will be identified in the sale agreement and it is the property interests themselves that are transferred, rather than the company’s...

This Practice Note outlines the principal statutory models of development corporation used in England, their purposes, how they are brought into being, and the key powers and planning matters for practitioners advising promoters, landowners, local authorities and other stakeholders. What is a development corporation? A development corporation is a statutory body corporate established to deliver development, regeneration or a new settlement within a defined area, using a suite of powers that commonly includes land assembly, undertaking development, delivering infrastructure and, for some models, planning functions. Development corporations are constituted under different statutory routes. In England, the main models are provided by the New Towns Act 1981 (NTA 1981), Part 16 of the Local Government, Planning and Land Act 1980 (LGPLA 1980), and Part 8 of the Localism Act 2011 (LA 2011). The selected route determines: who designates the area and establishes the corporation; and which powers and duties exist and how planning functions can be conferred. Types of development corporation...

TO BE PRINTED ON THE BORROWER’S SOLICITORS’ HEADED PAPER To: [ insert details of the lender’s solicitors ] (the Lender’s Solicitors) and [ insert details of the lender ] (the Lender) Dear [ insert organisation name ] Completion undertaking This undertaking concerns the acquisition of [ insert property description ] (the Property) by [ insert borrower’s name ] (the Borrower) under a sale contract dated [ insert date ] between [ insert seller’s name ] (the Seller) and the Borrower (the Sale Contract), together with the grant of a first legal charge over the Property in favour of the Lender pursuant to a facility agreement dated [ insert date ] between [ insert details ] (the Facility Agreement). For the purposes of this letter, ‘completion’ means completion of the Transfer of the Property to the Borrower (the Transfer), and does not include registration of the Transfer at HM Land Registry. We are instructed by the Borrower. We enclose: ...

Date [ date ] Parties [ name of mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Seller) [ name of (first) Buyer ] [ and [ name of second Buyer ] both ] of [ address ] ([ together ] Buyer) 1 Definitions In this Agreement, the following terms shall have these meanings: Actual Completion Date – the day on which the Transfer is actually finalised; [ Buyer’s Solicitors – [ name ] of [ address ] (reference [ details ]); ] Completion Date – [ date ]; [ Contents – the items specified in Appendix 2; ] [ Contents Price – £[ amount in figures ] ([ amount in words ] pounds); ] Deposit – [ figure ]% of the Price; [ Documents – the documents identified in the Schedule; ] Legislation...

date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Seller ) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Buyer ) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Guarantor ) ] 1 Definitions In this Agreement, the terms set out below shall have the meanings given: ...

Rule 5.1.7 of the Financial Conduct Authority’s (FCA) Client Assets Sourcebook (CASS) (CASS 5.1.7) confirms that the provisions within CASS 5.1 to CASS 5.6 also give effect, as required, to article 4.4 of the (EU) Insurance Mediation Directive (Directive 2002/92/EC), requiring that all necessary measures be taken to protect clients against the inability of an insurance intermediary to transfer premiums to an insurance undertaking, or to transfer the proceeds of a claim or a premium refund to the insured...