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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 Sole traders, informal partnerships and outdated partnership deeds are common.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: Corporate governance Useful information HMRC Manuals tracker Dates for your diary Weekly highlights from other practice areas Corporate governance Banks change approach for climate targets in executive pay The 2024 annual reports of Nat West Group plc and Barclays PLC indicate a change in how both banks link climate-related objectives to executive remuneration—shifting emphasis from short-term bonus plans to long-term incentive awards. At Nat West, where annual bonuses previously carried a 10% climate weighting, future non-financial elements of the bonus will prioritise customer, colleague and simplification outcomes. These will run alongside a proposed performance share plan expected to assign 15% to sustainability measures, including climate targets. Nat West plans to incorporate these features into new pay proposals to be presented to shareholders for approval at its AGM on 23 April 2025 as part of an updated...
In this issue: Corporate governance SAYE Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance Sage Group shareholders approve revised remuneration policy Sage Group PLC, the FTSE 100 software provider, secured shareholder backing for its updated directors’ remuneration policy ( DRP) at its annual general meeting, narrowly avoiding dropping below the investor dissent threshold that would have placed it on the Investment Association ( IA) public register. The DRP resolution received 80.72% of votes in favour. It is understood that proxy adviser Individual Shareholder Services ( ISS) had urged investors to oppose the new DRP. The refreshed policy raises the quantum of annual LTIP awards for executive directors from 300% to 400% of salary; an initial 450% ceiling was cut following shareholder engagement. The company said realised executive pay had, in recent years, lagged its performance, with the business delivering upper decile total...
In this issue: Regulatory Corporate governance New content Trackers Dates for your diary Weekly highlights from other practice areas Regulatory Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel has issued a new note offering guidance to advisers on cancelling an admission to trading for companies within scope of the Takeover Code. It confirms that companies with registered offices in the UK, Channel Islands or Isle of Man, whose securities are admitted to specified markets, will continue to be subject to the Code (including rule 15, which addresses an offeror’s obligation to make an ‘appropriate offer’ to holders of share options and other ‘convertible securities’) for two years after cancellation, regardless of where central management and control sits, or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive for any...
In this issue: Corporate governance Employee benefit trusts Q& As Trackers Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance PLSA publishes Stewardship and Voting guidelines for 2025 The Pensions and Lifetime Savings Association ( PLSA) has released its Stewardship and Voting guidelines for 2025. In this year’s guidelines, the PLSA examines: recent political and economic shifts directly influencing investors’ stewardship priorities effects on shareholder rights arising from changes to UK listing rules and advances in AI sustainable finance progress, including the new government’s emphasis on this agenda, and the PLSA’s push to embed nature within sound corporate practice developments on social factors, covering the Department for Work and Pensions’ Taskforce on Social Factors and the PLSA’s related case studies workforce matters, such as maternity and paternity pay and leave, plus...
In this issue: Corporate governance Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance ASOS Plc shareholders vote on pay arrangements, including value creation plan After investors backed its new value creation plan ( VCP) and an updated remuneration policy at a specially called extraordinary general meeting last year (for details, see: Share Incentives weekly highlights—22 August 2024), ASOS Plc has now also gained AGM approval for the directors’ remuneration report covering the period when the first VCP awards were made. Under the VCP, participants were granted nil-cost options giving them access to a value pool equal to 5.5% of the company’s growth above £6.70 per share (around twice the share price when the VCP was devised). Executive directors’ awards vest in two equal tranches after four and five years. At each vesting point, the...
In this issue: Corporate governance Q& As New and revised content Key dates for your diary Weekly highlights across other practice areas Corporate governance ISS Governance has released its 2025 Proxy Voting Guidelines for the UK and Ireland, following the publication of its updated benchmark policies on 17 December 2024 (see: Share Incentives weekly highlights—19 December 2024— Corporate governance), and these will apply to shareholder meetings held on or after 1 February 2025. The revised guidelines mirror the changes announced in December, many of which incorporated amendments made by the Investment Association ( IA) to its Principles of Remuneration issued in October 2024. Nonetheless, departing from the new IA Principles, ISS Governance considers a 5 per cent dilution limit to remain widely viewed as best practice by many investors—and therefore expects that authorisations to issue new shares under...
In this issue: Tax treatment Corporate governance Trackers Useful information Dates for your diary Weekly highlights from other practice areas Tax treatment HMRC releases minutes from the Share Schemes Forum meeting on 24 September 2024 HMRC has released the minutes from the Share Schemes Forum convened on 24 September 2024. The Forum exists to foster open dialogue between HMRC and representative bodies, covering a range of policy, operational and process matters linked to tax and employment‑related securities......
In this issue: Corporate governance Regulatory Global incentive issues Budgets, Autumn Statements and Finance Bills Q& As Useful information Share Incentives Weekly Highlights 2024/25 Weekly highlights from other practice areas Corporate governance ISS Governance announces 2025 benchmark policy updates ISS Governance, a prominent global source of impartial shareholder meeting research and voting guidance, has unveiled revisions to its 2025 Benchmark proxy voting policies. These changes will typically apply to shareholder meetings scheduled on or after 1 February 2025. For the UK and Ireland, updates on remuneration matters are particularly notable: Revisions broadly align with the refreshed Investment Association ( IA) Principles of Remuneration issued in October 2024 (see: Share Incentives weekly highlights—10 October 2024— Investment Association publishes updated ‘ Principles of Remuneration’) and the January 2024 amendments to the UK Corporate Governance Code (see: Share...
In this issue: Employee benefit trusts Budgets, Autumn Statements and Finance Bills Remuneration issues for financial services firms Useful Information Weekly highlights from other practice areas Employee benefit trusts JTC Employer Solutions Trustee Ltd (as trustee of the Henderson Family Benefit Trust) Garnett [2024] EWHC 3128 ( Ch) This claim sought rescission of a number of deeds of appointment made under two employee benefit trusts ( EBTs). The appointments established sub-trusts for named employees and their families under each trust and, in HMRC’s assessment, caused the appointed assets to fall outside the exemption in section 86 of the Inheritance Tax Act 1984 ( Section 86), thereby creating potential inheritance tax exposures. The claimants argued that the appointments were executed on the mistaken assumption that the assets would remain within the Section 86 exemption, and that this error was...
In this issue: Budgets, Autumn Statements and Finance Bills Tax treatment Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Finance Bill 2025 passes Second Commons Reading On 27 November 2024, the Finance Bill 2025 progressed through its Second Reading in the House of Commons. A Committee of the whole House will examine selected provisions on 10 and 11 December 2024, covering clauses 7 to 12 and Schedules 1 and 2 relating to CGT rates and reliefs. The remainder will be reviewed by a Public Bill Committee which, under the Government’s programme motion, is due to conclude by 4 February 2025 at the latest. For insights into the measures in Finance Bill 2025 of greatest interest to share incentives practitioners, see News Analysis: Share Incentives weekly highlights—14 November 2024— Budgets, Autumn Statements and Finance Bills, and Finance Bill...
In this issue: Budgets, Autumn Statements and Finance Bills Regulatory issues Tax treatment Corporate governance Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills CIOT responds to the Finance Bill 2025 changes to Employee Ownership Trusts The Chartered Institute of Taxation ( CIOT) has set out its views on the legislative changes to Employee Ownership Trusts ( EOTs), scheduled to come into force on 30 October 2024 and presently included in Finance Bill 2025, clause 31 and Schedule 6. The CIOT notes its satisfaction that a number of measures adopt its earlier recommendations, such as the requirements on trustees’ residence and independence. That said, the CIOT also expresses several concerns with the draft rules, including that: the reforms scarcely improve rewards for employees or foster engagement, with the tax-free bonus still fixed at £3,600 since 2014; given its significance, the CIOT would support a review of the bonus’s amount and...
In this issue Corporate governance Regulatory issues Useful information Weekly highlights from other practice areas Corporate governance Glass Lewis publishes 2025 proxy voting policy guidelines Glass Lewis has released its 2025 proxy voting policy guidelines for the US, UK and Europe. Taking effect from 1 January 2025, the revisions introduce notable updates, including expectations for board oversight of artificial intelligence ( AI), approaches to shareholder meeting formats, and the treatment of time‑based awards. The guidelines also provide direction on how shareholder proposals concerning the use of AI and broader environmental, social and governance matters will be assessed. On remuneration-related topics, the principal UK developments are: renewed emphasis on Glass Lewis’s nuanced stance towards executive pay proposals, stating it undertakes a holistic assessment of all relevant factors, with a negative recommendation arising from a single factor only in...
In this issue Budgets, Autumn Statements and Finance Bills SAYE Corporate governance Q& As HMRC Manuals tracker Useful information Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Publication of Finance Bill 2024–25 The Finance Bill 2024–2025 ( FB 2025) was released on 7 November 2024 with accompanying explanatory notes, following its first reading on 6 November 2024, and now proceeds through Parliament. Among the provisions in FB 2025, the items below are likely to be most relevant to Share Incentives practitioners: Raising the capital gains tax ( CGT) rate on carried interest arising on or after 6 April 2025 to 32% (clause 12), ahead of wider reforms Uplifting the lower and higher CGT rates on gains from disposals made on or after 30 October 2024 (excluding residential property gains and carried interest) from 10% to 18% and...
In this issue: Corporate transactions and share incentives New and updated content HMRC Manuals tracker Useful information Weekly highlights from other practice areas Corporate transactions and share incentives Takeover Panel issues response on companies to which the Takeover Code applies The Takeover Panel (the Panel) has released Panel Statement 2024/24 and Response Statement RS 2024/1 concerning its consultation on the companies to which the Takeover Code (the Code) applies. PCP 2024/1, issued in April 2024 (see: Share Incentives weekly highlights—25 April 2024— Corporation transactions and share incentives), outlined a new jurisdictional model aimed at narrowing the range of companies subject to the Code. As a result, the framework will capture fewer companies than before. The Panel has opted to implement the consultation’s proposals, albeit with certain amendments. The key deviation from PCP 2024/1 is that both the run-off and...
In this issue: Budgets, Autumn Statements and Finance Bills Tax treatment Corporate governance Q& As Useful information Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Autumn Budget 2024 The Chancellor, Rachel Reeves, presented the government’s Autumn Budget on 30 October 2024. From a Share Incentives standpoint, notable measures were: An immediate rise in capital gains tax ( CGT) on assets other than residential property and carried interest: from 10% to 18% for basic rate taxpayers, and from 20% to 24% for higher and additional rate taxpayers, for disposals on or after 30 October 2024. Anti-forestalling rules apply to contracts signed before but completing on or after that date. The CGT rate for disposals qualifying for Business Asset Disposal Relief ( BADR) will go from 10% to 14% for disposals on or after 6 April 2025, and to 18%...
In this issue: Updated Investment Association Principles of Remuneration—analysis of key changes Tax treatment HMRC Manuals tracker Useful information Weekly highlights from other practice areas Updated Investment Association Principles of Remuneration—analysis of key changes Following the Investment Association’s release last week of its refreshed Principles of Remuneration (see: Share Incentives weekly highlights—10 October 2024), we have now issued an in-depth review of the principal changes made, covering overarching themes, areas where companies now have greater discretion, new guidance, and points of ambiguity within the updated document. See News Analysis: Updated Investment Association Principles of Remuneration—analysis of key changes. 16 October 2024 Tax treatment HMRC has issued updated guidance concerning ‘arrangements’ for EMI. New material has been incorporated into the Employee Tax Advantaged Share Schemes User Manual at ETASSUM52030 ( Enterprise Management Incentives ( EMI)—qualifying companies—independence requirement), with an additional page also added at ETASSUM52031 ( Enterprise Management Incentives (...
In this issue Investment Association publishes updated ‘ Principles of Remuneration’ Q& As HMRC Manuals tracker Useful information Weekly highlights from other practice areas Investment Association publishes updated ‘ Principles of Remuneration’ The Investment Association ( IA) has issued a refreshed edition of its ‘ Principles of Remuneration’ following an IA-led review designed to ensure the framework sustains a competitive remuneration environment whilst also aligning with the broader expectations of investment managers and their clients (for more on the review, see: Share Incentives weekly highlights—29 February 2024— Corporate governance). The foreword to the revised Principles recognises the significant debate surrounding the role, structure and approach to executive pay in the UK, as well as its implications for UK listed companies. In its accompanying press release, the IA explains that the Principles and related guidelines have been simplified to reflect...
In this issue Q& As Useful information Weekly highlights from other practice areas Q& As New Q& A When setting up growth shares in a subsidiary where value is expected to be realised through a sale to the parent under a put option, must the put’s terms appear in the issuer’s articles, or can they sit in the subscription agreements instead? This Q& A examines a scenario where the growth shareholder benefits from a put allowing them to require a purchase at a defined time for a price that disregards any minority discount. It considers whether those put terms need to be embedded in the issuing company’s articles of association, drafted so they advantage any hypothetical buyer or holder of the shares, to manage the risk of an income tax charge under the...
In this issue: Corporate governance Q& As Useful information Weekly highlights from other practice areas Corporate governance Wizz Air shareholders approve updated pay proposals but with notable votes against At this week’s AGM, investors in Wizz Air Holdings Plc voted on its pay policy, including a ‘one‑off shift’ in relation to the long‑term incentive plan ( LTIP) grants for the senior management team below CEO level for the 2025 financial year. Under this approach, the whole of their LTIP awards will simply comprise restricted shares with time‑based vesting only, and no performance conditions, across a three‑year period. For further details, see: Share Incentives weekly highlights—27 June 2024— Corporate Governance. The resolutions adopting the company’s new remuneration policy and altering its LTIP were approved, yet faced substantial minority resistance, as each resolution attracted more than 30% of votes against. The proposal to reappoint Remuneration Committee chair Barry Eccleston as a...
In this issue: Tax treatment Corporate governance Q& As Useful information Weekly highlights from other practice areas Tax treatment CIOT submission to HMRC on definition of ordinary share capital and fixed rate shares The Chartered Institute of Taxation ( CIOT) has lodged a submission with HMRC seeking clarity on the meaning of ordinary share capital in relation to fixed rate shares, notably whether non‑cumulative shares carrying a fixed dividend should still count as ordinary share capital for the purposes of section 989 of the Income Tax Act 2007. HMRC’s manual at CTM00514 had previously indicated that non‑cumulative fixed‑rate dividend shares fell within the definition, yet the apparent current stance is that any fixed‑rate share does not. The CIOT also queries the extent to which HMRC v Stephen Warshaw [2020] UKUT 0366 ( TCC) influenced HMRC’s revised guidance. For more on why the...
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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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