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United Kingdom
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Key definition
Distribution definition

What does Distribution mean? In tax practice, a distribution is a transfer of value by a company to its shareholders in respect of their shares, most commonly a dividend but also non-cash (in specie) and other shareholder returns. For UK corporation tax, “distribution” is a defined term in cta 2010, s 1000. That provision sets out categories treated as distributions and important exclusions. Broadly, it covers cash dividends; other transfers out of a company’s assets in respect of shares; certain redemptions or repayments; and amounts treated as distributions where returns on securities depend on the company’s results or are excessive. Exclusions include genuine...

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Terminating distribution agreements: legal grounds, reasonable notice and service, insolvency ipso facto restrictions, distinguishing agency, TUPE, multi-jurisdictional issues, drafting considerations and post-termination protections

Practice notes
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This Practice Note explores how a distribution agreement may come to an end, covering rights to terminate under common law on notice, for breach, or by invoking express termination clauses in the contract itself. It gives guidance on termination for breach of contract and on serving effective notice to bring a distribution agreement to a close. It also examines the termination rights that might be set out in a written distribution agreement, the consequences of termination, and whether duties persist afterwards, including confidentiality commitments and post-termination restraints. Distribution agreements, like other commercial dealings, are not designed to endure forever. They should continue only while both parties derive mutual benefit and the arrangement remains compliant with applicable legislation. A well thought-through commercial arrangement should foresee that, once it no longer has a commercial rationale, it will need to be terminated. The legal route to termination ought to be a central drafting point in any distribution agreement.

Supplier considerations

A supplier will wish to preserve control of its sales network, with scope to redraw territories, vary product ranges, pricing and sales objectives. The capacity to alter these features of the arrangement...

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Jonathan Smart
Jonathan Smart

Jon heads up one of the Risk and Litigation Services teams and advises on complex, high value commercial disputes. Jon is recommended in the 2019 Legal 500 Guide and Chambers and Partners 2019. His practice has a particular emphasis in:- 1. IT and outsourcing disputes; 2. Contract and supply chain litigation; and 3. Corporate and shareholder disputes. Jon has a particularly strong reputation in the automotive and technology sectors and works with a number of leading automotive manufacturers and global IT companies including Volkswagen Group, IKEA, GAME and Honda Motor Europe. Jon is also a member of the Society for Computers and Law. Recent work includes: Pursuing claims for a US technology company in respect of a multi-million pound dispute arising from a global IT outsourcing agreement; Advising a leading FTSE 100 company in respect of a £40 million supply chain dispute involving a leading retail...

Web page updated on 22/05/2026

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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