Legal Practice Notes

This Practice Note outlines and explores the overarching principles that govern the advertising and promotion of medicinal products, together with the associated rules on how the pharmaceutical industry engages with healthcare professionals ( HCPs). Introduction to the advertising and promotion of medicinal products To safeguard public health, the advertising and promotion of medicinal products is subject to strict regulation and close oversight. The general rules for advertising and promoting medicinal products are: it is forbidden to advertise any medicinal product that does not hold a marketing authorisation ( MA) promotion of an authorised medicinal product must align with the particulars in the summary of product characteristics ( Sm PC) linked to the MA promotion of authorised medicinal products must not mislead and should foster the rational use of the product, presenting information objectively and without overstating its...

This Practice Note Examines the practical difficulties of global supply chains and the commercial lawyer’s role in building a resilient supply chain for a business. It reviews supply chain risk and the suite of tools available to lawyers to mitigate those risks, including assessing and managing partner risk, controlling risk through supply chain contracts, and supplementary approaches to risk management, as well as other methods for managing risk. Effective risk management in supply chains demands insight into both operational realities and the legal obligations that apply wherever a company’s direct and indirect suppliers operate. The increasingly global nature of manufacturing supply chains raises even further the difficulty of managing risk and amplifies the consequences of failure. This is compounded by uncertain geopolitical and financial landscapes across jurisdictions that disturb harmonious conditions between markets, as shown in 2025 by the US imposing tariffs on certain global...

Updated in January 2026 Introduction Despite its modest size, the Grand Duchy of Luxembourg ( Luxembourg) ranks among the world’s powerhouses for commerce and stands as a leading European financial and industrial centre. It draws investment banks, asset managers, funds and holding vehicles, as well as firms in information and communication technology and the space sector, from across the globe, positioning it as a favoured gateway into the EU and a major business hub. Owing to political, social and legal stability, and to the determination of its political class to nurture a business-friendly setting, Luxembourg has earned a name for pro-business legislation and administration. This guide, for companies looking to establish in Luxembourg, sets out a comprehensive overview of the key features of Luxembourg law that should be considered before beginning operations in Luxembourg. That said, however complete it appears, it is not an...

ARCHIVED This archived Tracker helps determine whether a state is a signatory to the Lugano Convention 2007 and if it has taken effect in that state. The EU has refused the UK’s request to accede to the convention in its own capacity. It is not updated and is provided purely for background. For fuller guidance on the extent to which the Lugano Convention 2007 will, after IP completion day (ie 31 December 2020, at 11 pm) and notwithstanding the EU’s rejection of the UK’s accession, still be applied by the courts of England and Wales, as well as by the courts of the remaining contracting states in matters involving a UK element, see the following Practice Notes: Brexit post implementation period—considerations for dispute resolution practitioners [ Archived]— Jurisdiction Lugano Convention 2007—application to the UK post IP completion day...

This Practice Note looks at exclusivity within contract negotiations. It covers negotiations and agreements to agree, exclusivity or lock-out arrangements, the obligation to negotiate in good faith, options, rights of first refusal or pre-emption, and break fees. For a template exclusivity agreement, see Precedent: Exclusivity agreement—commercial contracts. Negotiations and agreements to agree Talks between parties to reach and close a transaction can be protracted, complex and subject to numerous amendments to terms. Considerable time and expense, including lawyers’ and accountants’ fees, are often incurred, which may ultimately be wasted if consensus is not reached and the deal is not finalised. Circumstances may shift owing to external influences, and findings from enquiries can alter the value of the subject of the deal as well as each side’s bargaining position. Where parties are contemplating a collaboration, joint venture or joint tender, there is frequently a period of due...

FORTHCOMING CHANGE : On 13 October 2025, the Ministry of Housing, Communities and Local Government ( MHCLG) opened a consultation on enhancements to the Local Government Pension Scheme ( LGPS) in England and Wales. Among other measures, it sets out a reset of Fair Deal protections, bringing the scheme into line with the 2013 Fair Deal guidance and phasing out the use of ‘broadly comparable’ pension schemes for future outsourcing, except in limited exceptional cases. Rather than relying on admission bodies, a new default ‘deemed employer’ approach would allow all staff compulsorily moved under TUPE to keep uninterrupted LGPS membership, with the original Fair Deal employer remaining accountable for pensions. These safeguards would roll forward through re-tenders and later transfers, protecting access for ‘protected transferees’ and, where the employer chooses, for new starters on the contract. For members currently in broadly...

We have created a collection that brings together the wide-ranging ESG and sustainability matters for business in a hub, enabling practitioners to navigate this complex landscape. With this material, practitioners will be able......

This Practice Note is a practical ‘how to’ guide on managing consumer complaints. It is a clear and commercially focused document that sets out the processes, systems, policies and procedures organisations should have in place, from first contact with a consumer, right through escalation, to the subsequent PR handling and management of adverse publicity. Consumers are a sub-set of all customers. This Practice Note concentrates on specific individuals acting for purposes that are wholly or mainly outside their trade, business, craft or profession. Where this note expressly refers to customers, it means customers in their consumer capacity. Where appropriate, this Practice Note signposts readers to additional detailed content on relevant consumer law and related practice, where necessary. Why is good customer service necessary? It is vital that customers have a positive experience with the trader so they return again and again. Customer service...

Looking at key cases in the world of commercial and contract law in England and Wales and from the Court of Justice between 2013 and 2016 For decisions after 1 January 2017, see: Commercial Tracker. For public procurement case law, please consult the detailed UK public procurement case tracker and EU public procurement case tracker curated by our colleagues in Lexis® Public Law. High Court Case 118 Data Resource Ltd v IDS Data Services Ltd: [2014] EWHC 3629 ( Ch), [2014] All ER ( D) 57 ( Nov) Key date: Judgment date: 5 November 2014 Where we are: Contract: the claimant (licensor) and the respondent (licensee) operated competing ventures assembling and commercialising databases of UK business contact information. Although rivals, in April 2009 the licensor granted the licensee a licence to use its database. The licensor later suspected the licensee had breached...

ARCHIVED This Practice Note has been archived and is not maintained. It sits within a collection of archived Practice Notes that collate and summarise significant historic case law decisions and principles concerning public procurement law. The majority of the entries are older authorities, decided before the Public Contracts Regulations 2015 came into force. For updates on current case law, see: UK public procurement case tracker EU public procurement case tracker This Practice Note focuses on matters to address before commencing procurement. Effective pre-procurement planning is vital to choosing the right procedure and embedding robust project management within the procurement process. Without proper preparation, a contracting authority risks running an inefficient process, procuring a solution that is not fit for purpose, and exposing the award to potential challenge. For further reading, see: Pre-procurement...

ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note examines how the UK’s departure from the EU influences the application of Regulation ( EU) 1215/2012, Brussels I (recast), when determining jurisdictional disputes. It addresses: the applicable provisions in the Withdrawal Agreement between the UK and the EU; relevant domestic legislation, including, where relevant, transitional provisions, together with the position of the EU Commission; the implications of the UK becoming a third state as a consequence of leaving the EU. It should also be noted that other jurisdictional regimes are affected by the UK leaving the EU. For guidance, see Practice Note: Brexit post implementation period—considerations for dispute resolution practitioners— Jurisdiction. For specific guidance on the position during the implementation period, see Practice Note: Brexit implementation period—jurisdiction [ Archived]......

This Practice Note explores jurisdiction agreements (choice of court agreements): what they achieve, why they are adopted, and comparable arrangements pursuing the same objective. It outlines the main categories of jurisdiction agreement together with remedies available if one is breached. For assistance distinguishing the different types, see: Determining court jurisdiction—overview. It is likewise essential to grasp the operation of any formal jurisdictional regime. For insight into which regimes may apply, see Practice Note: Jurisdiction rules. A principal regime is the Hague Convention on Choice of Court Agreements. That convention applies between the UK and other contracting states in proceedings where the parties have entered into an exclusive jurisdiction agreement... What is a jurisdiction agreement? A jurisdiction agreement is the parties’ undertaking specifying which court(s) will have authority to determine disputes that could arise between them. For clarity on the concept of...

Contract Where an agreement is entered into by two or more parties, it may include a promise or obligation undertaken by two or more of them. Any such promise may be: joint several joint and several Whether an undertaking in contract is joint, several, or joint and several is a matter of construction, depending on the parties’ intention as revealed by the terms of the contract. For example, in Rhinegold Publishing v Apex Business Development, statutory demands were issued against Rhinegold Ltd and a related company, Tannhauser Ltd, for approximately £22,000 and £31,000 respectively. A settlement agreement followed under which the parties agreed to pay the sums due, but Tannhauser did not fully comply. Although the agreement was silent on liability, the High Court decided that, on a proper reading, the parties were jointly and severally liable. As a result, Rhinegold had to meet the...

Updated in June 2025 Introduction With the world’s third-largest nominal GDP, Japan is a preferred springboard for international firms establishing a first foothold in Asia and for locating research and development centres, given the region’s rising significance and the advanced technologies of Japanese companies. It serves as a key regional hub, a gateway to neighbouring Asian markets, and a setter of trends. International companies, especially manufacturers, gain from Japan’s suppliers, from large corporates to small and medium-sized companies, renowned for high-quality products and components. The country offers a mature legal framework with reliable, impartial courts, alongside a stable democratic environment. It is widely recognised as among the safest nations, and boasts sophisticated infrastructure and high-quality medical services. Businesses can adopt multiple structures when setting up in Japan. This guide outlines key considerations for newcomers before commencing operations in Japan. This guide should not be treated as an......

Updated in April 2026 Introduction Italy is a parliamentary republic with a two‑chamber system. The Prime Minister serves as Head of Government. Parliament comprises the Chamber of Deputies and the Senate. The President of the Republic designates the Prime Minister, who must obtain Parliament’s confidence. The President’s term spans seven years. Parliamentary general elections are held every five years. Italy follows a civil law tradition. Its legal sources comprise the Constitution, statutes, secondary legislation, EU regulations (directly applicable and not requiring implementation) and EU directives (which must be enacted through national legislation). The nation is organised into 20 regions. The Constitution grants regions legislative powers in specific fields, including public health, education, agriculture and tourism. Italy is a founding member of the EU. Business environment Italy ranks among the world’s largest economies, typically within the top ten by GDP, and is Europe’s...

IT outsourcing IT outsourcing refers to handing over information technology functions or services to an external supplier rather than running them internally. It spans numerous transaction models, each bringing its own risks and complexities. Contracts for every form of IT outsourcing need rigorous attention from customers, suppliers and their advisers to secure a fair outcome at signature and as the underlying technology advances throughout the term. When executed well, outsourcing can cut the financial and staffing burden of day-to-day IT operations and infrastructure, freeing resources for higher-value strategic initiatives elsewhere in the business. Entrust a supplier with full responsibility for a range of IT services; Engage several suppliers to manage a complex element of the business; or Retain selected services in-house while outsourcing specific components. Drivers for outsourcing typically include boosting performance, reducing costs, and bringing greater standardisation to IT products and services......

Updated in October 2024 Introduction Ireland is regularly placed among the world’s leading destinations for setting up international operations. The country has drawn many of the globe’s largest enterprises to base activities here, spanning global technology, pharmaceuticals, biosciences, manufacturing and financial industries. Ireland’s pull as a business hub stems from the pro-investment stance of successive Irish governments, EU membership, a highly favourable rate of corporation tax, and a talented, adaptable labour force. Together, these and other elements make Ireland a compelling choice for foreign direct investment. Following the UK’s departure from the EU on 1 January 2020, and the end of the transition phase on 31 December 2020 that had kept the UK within the customs union and single market, Ireland’s role as an English-speaking gateway to one of the planet’s largest markets has grown in importance. Several organisations have already...

Large and public client off-payroll regime The large and public client off-payroll regime generally applies where a public body or a private sector organisation (excluding one that is 'small' or lacks a ' UK connection') hires a worker through an intermediary, such as a personal service company ( PSC), and, absent the presence of that intermediary, the engagement between the worker and the end client would amount to employment. The large and public client off-payroll regime puts the onus of determining whether IR35 applies, in effect, on the end client and, if the large and public client off-payroll regime does apply to the engagement, the duty to deduct income tax and National Insurance contributions ( NICs) rests, under the rules, with the fee-payer (i.e. the party closest, in the relevant contractual chain, to the PSC—this might be the end client where it...

Background to the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) Driven by the coronavirus ( COVID-19) crisis and the need to cushion businesses from the impact of lockdown measures, the Corporate Insolvency and Governance Bill gained Royal Assent on 25 June 2020, becoming CIGA 2020. It built on the government’s 2016 consultation on reforming the UK’s insolvency framework, with the official response issued on 26 August 2018 (see News Analysis: Exploring the government’s response to the insolvency and corporate governance consultation). Among its changes, CIGA 2020 inserted fresh provisions into the Insolvency Act 1986 ( IA 1986) to protect continuity of essential supplies and to curb insolvency‑triggered termination rights in contracts (the so-called ‘ipso facto’ clauses). For a summary of CIGA 2020, see News Analysis: Corporate Insolvency and Governance Act 2020. What are ipso facto clauses? Where a company enters an...

Intellectual property rights ( IPR) can frequently become flashpoints and areas of dispute in outsourcing contract discussions and negotiations. Questions typically centre on the ownership and the licensing of rights, and also on the warranties and indemnities that each party seeks from the other concerning their authority to supply IPR (or provide access to it). This Practice Note addresses the following: Is intellectual property core to the deal? Categories of IPR in outsourcing arrangements Background IPR Foreground IPR Open source software New technologies including artificial intelligence ( AI) and robotic process automation ( RPA) Warranties and indemnities Handling of IPR on exit For illustrative clauses on IPR in outsourcing, refer to clause 29 in Precedent: Outsourcing agreement—long form. For a template IPR indemnity clause, see Precedents: Third party intellectual property rights indemnity...