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R (Greyhound Board of Great Britain Ltd) v Welsh Ministers [2026] EWHC 670 (Admin) What are the practical implications of this case? The ruling reinforces the constitutional divide between the courts and the legislature. It explains that the scheme and framework of the Government of Wales Act 2006 (GWA 2006) embody that separation of powers, and that any judicial attempt to recognise and enforce a common law obligation on Welsh Ministers to consult prior to introducing legislation in the Senedd would trespass upon that boundary. This is not a departure from established principle; case law has already upheld comparable rules for lawmakers in Scotland and at Westminster. However, this is the first express confirmation of the position for Welsh lawmakers, and the first time this dimension of the GWA 2006 has been analysed in such depth. The court examined earlier
The solution arrived through the United Nations Compensation Commission (UNCC), a quasi‑judicial body handling mass claims, created under UN Security Council Resolution 687. By addressing environmental harm—most notably via its ‘F4’ claim class—the UNCC set a seminal benchmark shaping how international law and contemporary arbitral panels allocate financial responsibility for wartime ecological devastation. With present-day wars in areas such as Eastern Europe and the Middle East bringing dam breaches, strikes on chemical facilities, and the burning of farmland, the UNCC’s legacy endures as an essential reference point for states, global investors, and companies engaged in post‑conflict arbitration. The F4 claims: Quantifying the unquantifiable Prior to the 1990s, mechanisms in international law for war reparations overwhelmingly favoured property loss, foregone earnings, and bodily injury. The natural world was commonly treated as a mute, non-compensable victim of armed hostilities...
Understanding the farming business as a business Many farms still use long-standing structures that arose by habit, not strategy. Sole traders, informal partnerships and outdated partnership deeds are common. While once effective, such setups can cause major issues around succession, tax planning and involving the next generation. A corporate team can take a fresh, business-led view of the farm, asking: Who owns the land and other critical assets? Who manages daily operations? Who carries the risk and who enjoys the return? What is the enduring plan for succession? From this review, the team can confirm whether the current setup is fit for purpose or if an alternative — for example an updated partnership agreement, a company, a limited liability partnership, or a blended model — would better meet the family’s aims. Tax efficiency through joined-up advice Tax sits at the centre of most
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In this issue: Private M& A Directors and company secretaries Members Financial services regulation for corporate lawyers Daily and weekly news alerts Dates for your diary Trackers Latest Q& As Useful information Private M& A Compliance with a notification clause—does the other side know enough? ( Drax v Scottish Power) News analysis: Ben Summerfield, partner at Morrison Foerster, alongside James Wong, associate at Morrison Foerster, review Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477. In Drax, the Court of Appeal assessed what amounts to compliance with a notification clause in a share purchase agreement. Such clauses are routinely included in share purchase agreements and, increasingly, appear across other contractual forms. In essence, notification provisions require that, before one party to the contract may advance a claim against the...
Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd; Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477 What are the practical implications of this case? The Court of Appeal in Drax appears to have taken a commercially minded, substance‑over‑form stance when construing notification clauses. On one view, that marks a move away from the robust (and arguably overly stringent) approach seen in recent authorities, including the High Court’s decision in Drax and the Court of Appeal’s judgment in Decision Inc Holdings Proprietary Ltd v Garbett [2023] EWCA Civ 1284 ( Garbett). In Garbett, Newey LJ held that a similarly worded clause required the claimant to give an estimated amount for each individual breach, rather than a single global figure for the entire claim. Garbett can read as somewhat severe, and how far its reasoning coheres in...
In this issue: Corporate governance Directors and company secretaries Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Corporate governance Io D publishes consultation on Code of Conduct for Directors The Institute of Directors ( Io D) has issued a consultation paper setting out a Code of Conduct for Directors. According to the Io D, the Code is designed as a practical aid in order to support better decision-making by directors and in order to offer organisational leaders alike a behavioural framework for fostering and sustaining public confidence in their business activities. The Io D underscores that adoption is voluntary and is not meant to impose any additional compliance burden. It invites both the business community and the wider public to share feedback on the Code by 16 August 2024. See: LNB News 07/06/2024 32......
In this issue: Economic Crime and Corporate Transparency Competition law Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Economic Crime and Corporate Transparency UK’s new failure to prevent fraud offence faces 2025 implementation MLex reports that the UK’s new failure to prevent fraud offence, which will sanction large businesses that do not implement measures to deter wrongdoing, is unlikely to take effect before 2025 owing to election-related delays. The Economic Crime and Corporate Transparency Act 2023 introduces a requirement for sizeable companies to put in place ‘reasonable procedures’ to protect themselves from liability for failing to stop fraud. This model reflects the Bribery Act 2010, under which companies can face prosecution for not preventing bribery. Earlier in May 2024, junior Home Office minister Andrew Sharpe informed the House of Lords that guidance on the new offence could be issued within weeks. The...
Ireland’s High Court ruled on 27 May 2024 that seeking to reclaim monies paid by Redefine Australian Investments Inc ( Redefine Australia) to its lender — Redefine Cyprus, a subsidiary of Brightbay Real Estate Partners Ltd based in the Isle of Man — would in effect require Ireland to give effect to a foreign state’s tax laws, something barred by both case law and the common law. Justice Rory Mulcahy recorded that Redefine Australia was established in 2009 to acquire property securities from an Australian property fund. The company, incorporated in Ireland, obtained a £100m loan from Redefine Cyprus to pursue that objective. Under the loan terms, Redefine Australia was to remit 100% of its adjusted net income as interest, ensuring it generated no profit and would therefore not be liable for Australian capital gains tax. The investments performed, and Redefine...
In this issue: Company disclosures, records and registers Brexit Corporate governance Competition law Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers Companies House publishes draft Identity Verification rules Companies House has issued draft identity verification rules, exercising the power granted by regulation 5 of the Registrar ( Identity Verification and Authorised Corporate Service Providers) Regulations 2024. These rules set out the contact details, personal data and categories of supporting proof an applicant must submit when seeking to confirm their identity, together with the additional actions required before an application can be determined. The draft is accompanied by two Schedules that specify the approved evidence for identity checks undertaken by the Registrar and, separately, by an Authorised Corporate Service Provider. The framework is intended to...
In this issue: Public company takeovers Equity Capital Markets Company disclosures, records and registers Accounts and reports Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information Public company takeovers Government publishes further guidance on powers under the National Security and Investment Act The government has issued updated guidance on deploying powers under the National Security and Investment Act 2021 ( NSI Act), which allows it to examine and intervene in corporate transactions to safeguard national security. The refresh adds a new section 3 statement outlining how the government expects to use its powers to call in particular acquisitions for assessment. Further market guidance has also been released on the operation of the NSI Act, including how it can apply to outward direct investment and specific information for...
In this issue: Private M& A Financial services regulation for corporate lawyers Competition law Daily and weekly news alerts Dates for your diary Trackers Useful information Private M& A Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd; Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd; Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] All ER ( D) 55 ( May), the Court of Appeal, Civil Division reviewed an appeal concerning two causes of action arising from a Share Purchase Agreement ( SPA). The purchasing entity, Drax, advanced both a warranty breach claim and a claim grounded in a contractual indemnity. Under the SPA, SP bore no liability unless Drax gave notice of any claim by a...
In this issue: Environmental, social and governance Limited liability partnerships Directors Private M& A Daily and weekly news alerts Dates for your diary Trackers Useful information Environmental, social and governance European Sustainability Reporting Standards for SMEs and non‑ EU undertakings have been formally postponed. Directive ( EU) 2024/1306 of the European Parliament and of the Council, dated 29 April 2024, amending Directive 2013/34/ EU as regards the time limits for the adoption of sustainability reporting standards for particular sectors and for specified third‑country undertakings, has now been published in the Official Journal. See: LNB News 08/05/2024 39. Limited liability partnerships Companies House has released an updated version of the limited liability partnership confirmation statement form ( LL CS01). The document confirms LLP particulars on the public Companies House register. The new edition applies to LLPs with a confirmation date on or after 5 March 2024, while LLPs dated 4 March 2024 or earlier must...
In this issue: Public company takeovers Equity capital markets Company disclosures, records and registers Competition law Accounts and reports Lex Talk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel proposes to narrow the scope of companies to which the Code applies The Takeover Panel ( Panel) has issued consultation paper PCP 2024/1, outlining a revised jurisdictional framework that would tighten the group of companies to which the Takeover Code ( Code) applies under section 3 of the Introduction to the Code. The proposals aim to reorient the Code’s application towards companies registered in the UK and listed in the UK (or listed in the recent past) that would reasonably anticipate being subject to takeover regulation, while also...
What is the Panel proposing? The proposals outlined in consultation paper, PCP 2024/1, aim to retarget how the Takeover Code ( Code) is applied to companies that would anticipate being covered by takeover regulation, and to deliver greater clarity and certainty about which companies come within the scope of the Panel’s jurisdiction in practice......
In this issue: Public company takeovers ( Offers) Corporate governance Banking and finance for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q& As Useful information Public company takeovers ( Offers) The Takeover Panel publishes three new Panel Statements The Takeover Panel (the Panel) has released three further Panel Statements. PS 2024/8 confirms two fresh appointments to the Panel; PS 2024/9 records the removal of the Pensions and Lifetimes Savings Association ( PLSA) as a body entitled to nominate a Panel member; and PS 2024/10 makes minor tweaks to the Takeover Code (the Code) provisions on document charges. See: LNB News 18/04/2024 42. Takeover Panel publishes consultation on scope of Takeover Code application The Code Committee of the Takeover Panel has opened a consultation proposing a new framework designed to narrow which...
What is the background to the government’s response? In November 2023, the government launched a call for evidence to assess how the NSIA 2021 regime functions in practice. Its objective is to refine the framework so it is more accommodating to business while preserving—and sharpening—national security safeguards, especially given the worsening international climate in recent years. The exercise closed on 15 January 2024. It drew 110 complete submissions: 41% from law firms, 15% from trade bodies and business representative organisations, 15% from banks or investors, 11% from companies active within the 17 National Security and Investment ( NSI) mandatory sectors, and 7% from academic and research institutions. The government’s reply identifies the strands it expects to progress in view of the feedback. Of specific relevance to the lending market are automatic enforcement provisions and Scots law share...
In this issue: Company disclosures, records and registers Environmental, social and governance Members Public M& A Accounts and reports Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers Companies House issues guidance on removing overseas entities from the register Companies House has outlined how an overseas entity can be taken off the Register of Overseas Entities. The guidance applies where the overseas entity is not, or is no longer, the registered proprietor of UK property or land acquired on or after 1 January 1999 in England and Wales, 8 December 2014 in Scotland, and 5 September 2022 in Northern Ireland. To proceed, the entity must have disposed of all UK property or land, and the transfer of ownership must already be shown on the...
Market Standards Trend Report— Trends in UK public M& A in Q1 2024 Background and approach Market Standards has undertaken analysis to identify prevailing patterns in UK public M& A. This update draws on the Market Standards transaction data analysis tool, which enables users to access, analyse and compare the distinctive features of numerous corporate transactions. It follows our Market Standards Trend Report— Trends in UK public M& A in 2023, in which we assessed firm and possible offers announced in 2023. For this iteration, we reviewed activity from 1 January 2024 to 31 March 2024 ( Q1 2024). While we have set these findings alongside the preceding quarter (1 October 2023 to 31 December 2023) and the equivalent period in 2023 (1 January 2023 to 31 March 2023), firm conclusions will only be possible once the 2024 full-year trend report is...
In this issue: Tax Economic Crime and Corporate Transparency Environmental, social and governance Partnerships Financial services regulation Daily and weekly news alerts Dates for your diary Trackers Useful information Tax HMRC confirms availability of capital-raising exemption from 1.5% stamp duty and SDRT charge. HMRC has updated its Stamp Taxes on Shares Manual ( STSM053100) to state that the relief from the 1.5% stamp duty and SDRT for capital-raising covers share issues made for non-cash consideration, with no consideration, or where consideration is paid directly to a different party. See: LNB News 10/04/2024 25. Economic Crime and Corporate Transparency Registrar of Companies and Register of Overseas Entities ( Fees) ( Amendment) Regulations 2024, SI 2024/454. These Regulations revise the dates on which transitional provisions for changes to Registrar of Companies’ fees apply, correct...
In this issue: Economic crime and corporate transparency Company disclosures, records and registers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Economic crime and corporate transparency Economic Crime and Corporate Transparency Act 2023 ( Financial Penalty) Regulations 2024, SI 2024/445 These Regulations permit the Registrar of Companies to levy a monetary sanction upon an individual where they are satisfied, beyond reasonable doubt, that the person has engaged in misconduct constituting a relevant offence under the Companies Act 2006. Civil monetary penalties provide a faster and more economical option than criminal proceedings to discourage and penalise wrongdoing. The Regulations take effect on 2 May 2024. See: LNB News 02/04/2024 27......
In this issue: Economic crime and corporate transparency AGMs Equity capital markets Competition law Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q& As Useful information Economic crime and corporate transparency Economic Crime and Corporate Transparency Act 2023 ( Consequential, Supplementary and Incidental Provisions) Regulations 2024 SI 2024/410: These regulations update primary and secondary legislation where changes are consequential, supplementary or incidental to bringing into effect certain provisions of the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). They take effect when section 1 of ECCTA 2023 commences. See: LNB News 25/03/2024 36. AGMs Market Standards Insights Report— Preparing for the 2024 AGM season. Market Standards analysis: The report reviews shareholder voting trends from the 2023 AGM season and looks ahead to the leading issues on company agendas in 2024. Expert commentary is provided by Ashurst LLP and Travers Smith LLP. See News Analysis: Market Standards Insights Report—...
In this issue: Environmental, social and governance issues Tax EU company law Daily and weekly news alerts Dates for your diary Trackers Useful information Environmental, social and governance issues EU Corporate Sustainability Due Diligence Directive—what’s the state of play? Following several months of political back-and-forth and negotiation, the Member States ultimately signed off on a heavily reworked iteration of the EU Corporate Sustainability Due Diligence Directive on 15 March 2024. The European Parliament’s Legal Affairs Committee then cleared the draft text in a vote held on 19 March 2024. Next, the proposal heads to a concluding vote in the Parliament’s April plenary session, followed thereafter by a formal sign-off vote by the Council of the EU. If it clears those hurdles, publication in the Official Journal is anticipated to occur before the Belgian Council presidency concludes in June 2024. The...
Background On 23 February 2022, the Commission unveiled its proposal for a new Directive on corporate sustainability due diligence. The measure seeks to create a corporate sustainability due diligence duty, obliging companies to conduct checks across their supply chains to identify and then prevent, mitigate, or stop actual and potential adverse effects of their activities on human rights and the environment. The Corporate Sustainability Due Diligence Directive ( CSDDD) sits within a broader legislative framework on sustainable corporate governance alongside the EU Corporate Sustainability Reporting Directive ( Directive ( EU) 2022/2464), and complements measures in the EU Sustainable Finance Disclosure Regulation ( Regulation ( EU) 2019/2088) and the EU Taxonomy Regulation ( Regulation ( EU) 2020/852). Which companies are in scope? As provisionally agreed in December 2023, the CSDDD was initially intended to apply to EU companies with more than 500 employees and a net...
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This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
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 ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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