Legal Practice Notes

This Practice Note considers the regulatory requirements that apply to a company listed in the equity shares (commercial companies) category (also called the commercial companies category) when it is undertaking, or intends to undertake, a transaction categorised as a significant transaction under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, references to a listed company mean a company listed in the commercial companies category. A significant transaction is one outside the listed company’s ordinary course of business where any class test produces a percentage ratio of 25% or more. The class tests are a suite of assessments used to gauge the scale and importance of a transaction by a listed company or any of its subsidiary undertakings, and are set out in UKLR 7 Annex 1. For full details of the class tests in the UKLR, see...

This Practice Note examines an employee’s entitlement to resume work following shared parental leave, as set out in section 75I of the Employment Rights Act 1996 ( ERA 1996) and the Shared Parental Leave Regulations 2014 ( SPL Regs 2014), SI 2014/3050. For comprehensive guidance on the substantive right to take shared parental leave on birth and adoption, refer to Practice Notes: Shared parental leave (birth) and Shared parental leave (adoption). Employees are protected against detriment and dismissal because of shared parental leave. For further detail, see Practice Note: Detriment or dismissal because of shared parental leave. The government’s technical guide for employers addresses whether an employee may return to the same job after shared parental leave at FAQ 76. The guidance titled Employee rights when taking maternity and other types of parental leave also offers an overview of the right to...

Allotment and issue of shares Statutory provisions regulate the allotment and issue of shares, with requirements differing by company type (private or public, listed or unlisted) and by whether there is a single class of shares or multiple classes. This Practice Note examines the allotment and issue of shares by the following: a private company with a single class of shares intending to allot a different class; a private company that already has more than one class of shares; and a public unlisted company (meaning a company that is not a listed company, an AIM company, or a company with securities traded on the AQSE Main Market, AQSE Growth Market or AQSE Trading). For a general overview, see Practice Note: Allotment and issue of shares—introductory points. For guidance on allotments and issues of shares for other company types, see Practice Notes: Allotment and issue of...

To be enforceable, any post-termination covenant must go no further than is strictly required to safeguard the employer’s legitimate business interests (see Practice Note: Legitimate business interest). A clause will not be upheld if it exceeds that minimum (see Practice Note: Post-termination restrictions—reasonableness: Reasonable as between the parties) and is, for instance, excessively broad in geographical scope or length. If a covenant reaches beyond what is needed, whether by area or time, it will not be enforced. Judges are not allowed to recast a covenant to make it reasonable and thus enforceable. Some employers add terms to employment contracts stating that, where the scope or duration is excessive, it may be cut down as needed to make the covenant effective. Such wording is, in general, of little effect. While the courts cannot redraft the covenant’s terms, they can excise...

Has a complete agreement been reached? It may seem peculiar to ask if a full agreement exists at the very moment the parties have decided that one of them will prepare a settlement draft. Yet practical experience shows that, once drafting begins, it can emerge that certain matters were never fully covered in the negotiations. As a result, the drafting stage can prompt fresh discussions before the complete set of terms is finally settled. This can be monitored during talks by using a checklist reflecting the headings in this Practice Note, while also allowing for the distinctive subject matter of the dispute in question. Some items may have been purposely left open. Parking a difficult point until drafting can be a tactical step, taken because one side believes compromise on that issue might be easier later than if confronted earlier. To meet that tactic, a...

This How to guide outlines what to think about when establishing a trust and points to related resources. It focuses on private trusts (not charitable trusts). What form will the trust take? There are several ways in which a private trust can be created: An express private trust can arise by: lifetime declaration by the settlor (see Practice Note: Creation of trusts—by declaration) transferring property to trustees subject to a trust arrangement (see Practice Note: Creation of trusts—by transfer of property to trustees) Will (see Practice Note: Creation of trusts—by Will) exercise of trustees’ powers (see Practice Note: Creation of trusts—by exercise of trustees powers) the Court in particular proceedings ...

This Practice Note explains how to serve an application for a matrimonial or civil partnership order within the jurisdiction, where the proceedings are issued on or after 6 April 2022. It details what must be served and the available service routes, setting out requirements for personal service, service by email, and the deadlines for effecting service. It also addresses tracing the respondent, using alternative service, obtaining orders for deemed service, and applications to dispense with service. Guidance on serving a child and a protected party is included. For proceedings issued before 6 April 2022, see Practice Note: Service of applications for matrimonial and civil partnership orders within the jurisdiction (pre- DDSA 2020). For other family proceedings (not applications for matrimonial and civil partnership orders in the UK), refer to Practice Notes: Service of documents in family proceedings other than...

This Practice Note reviews the general jurisdiction gateways that may apply irrespective of the nature of the claim (the general grounds). They include: claims seeking relief against a person domiciled in England and Wales (gateway 1) claims against a person over disputes arising from the operations of a branch, agency or other establishment (gateway 1A) applications for an injunction to compel or restrain conduct in England and Wales (gateway 2) additional claims under Part 20 where the person to be served is a necessary or proper party to the original or additional claim (gateway 4) ancillary claims founded on the same or closely related facts as the principal claim (gateway 4A) This Practice Note should be read alongside Practice Note: Cross-border service—jurisdictional gateways (principles). Gateway 1—the remedy is against a person domiciled in England and Wales Gateway 1 ( CPR PD 6B, para 3.1(1)) provides that the claimant may serve a claim form out of...

This Practice Note sets out the framework for serious professional misconduct affecting teachers, administered by the Teaching Regulation Agency ( TRA) on behalf of the Secretary of State for Education, under powers in sections 141A–141H of the Education Act 2002 ( EA 2002). It explains what amounts to serious professional misconduct, with reference to the Teachers’ Disciplinary ( England) Regulations 2012, SI 2012/560 and Department for Education ( Df E) guidance for professional conduct panels ( PCP). It outlines the investigative process, when a PCP should be called, the PCP’s available powers and procedure, decisions by the Secretary of State, possible sanctions, and the rights of appeal against determinations... Disciplinary proceedings EA 2002, ss 141B–141H (inserted by the Education Act 2011) empower the Secretary of State to examine any case referred to them alleging that a teacher: may have engaged in...

This Practice Note explains the tax consequences to consider when a relationship ends, ie separation, divorce or dissolution, covering income tax, capital gains tax, stamp duty land tax and inheritance tax. Independent expert guidance should be obtained where appropriate and necessary. As there are no particular tax consequences for relationships between unmarried couples or those who have not entered into a civil partnership, there are likewise no specific bespoke tax rules when their relationship breaks down. There is, however, a general capital gains tax ( CGT) principle that dealings not on arm's length terms must be treated as occurring at market value—a transaction between an unmarried/non‑civil partnership couple living together may well be regarded as not at arm's length. For married couples and civil partners, the principal relevant tax provisions applicable to spouses/civil partners stop applying when the...

This Practice Note examines the approach to sentencing offenders in England and Wales who have assisted law enforcement. It addresses both statutory and common law frameworks for assistance, and the position where an offender declines to help. There is an established practice of discounting the sentence that would otherwise be passed to acknowledge the provision of information and help to the police. The rationale is pragmatic: the public interest in rewarding aid to the authorities and safeguarding sources has long been recognised. Credit for giving assistance at common law At common law, an offender convicted of an offence may obtain credit for assistance rendered to the police or other law enforcement. The common law route remains more commonly deployed than the statutory scheme described below. Under common law, the prosecution is obliged to lay before the sentencing judge all pertinent material, including any...

ARCHIVED: This Practice Note was archived and is not maintained. Leveraged finance arrangements are frequently supported by multiple funding streams. Equity and senior debt are the norm; where further funds are required, mezzanine or other junior debt (for example, second lien, payment-in-kind ( PIK) or high yield notes) may be added. Mezzanine is so named because it sits behind senior debt but ahead of equity in priority. For additional detail on typical structures and financing options, see Practice Notes: Structure of a buy-out and Sources of finance. Practice Note: Introductory guide to acquisition finance provides a primer on acquisition finance, and the Glossary of acquisition finance terms and jargon defines commonly used expressions. This note offers introductory guidance on: the mezzanine facility agreement methods by which mezzanine debt can be subordinated to senior debt key intercreditor agreement points for senior and mezzanine...

What is the ? The forms part of the First Tier Tribunal ( FTT) within the Health, Education and Social Care Chamber (the Tribunal). Decisions of the FTT can be appealed to the Upper Tribunal ( UT). The FTT considers appeals concerning children and young people with special educational needs ( SEN), as well as disability discrimination claims relating to schools and local authorities ( LAs), including exclusions from school. How is a panel constituted? FTT panels are generally constituted of three members, though two-member panels are increasingly common. The panel is always chaired by a legally qualified member, while the others have substantial experience of SEN and disability matters. The UT consists of a single legally qualified member. When can an appeal be made to the First Tier Tribunal? All parents/guardians and young people have a right to appeal to the...

Background to semiconductors A semiconductor is, at its core, a material with electrical conductivity that can permit or, alternatively, obstruct the passage of electric current. Chips based on semiconductors—seen in devices such as computers, mobile phones and microwave ovens—are typically produced from circular silicon wafers. Intellectual property rights operate to safeguard the semiconductor sector, encompassing electronic circuit boards and the component chips. Semiconductor topography rights The semiconductor topography right sits alongside unregistered design law and is aimed at protecting a particular industrial article, namely, as noted above, the electronic circuit board and the layout of semiconductors. This right entered UK law through the Design Right ( Semiconductor Topographies) Regulations 1989, SI 1989/1100, which implemented European Directive 87/54/ EC and now form assimilated law as EU‑derived domestic legislation. Assimilated law is the term applied to retained EU law ( REUL) that continues in force after the end of 2023. The...

Choosing whether to sell a family business, and deciding on the moment to do so, are among the weightiest calls a family may encounter. Some set out in enterprise with a future sale as the ultimate aim from the outset, while others arrive at this possible end to their commercial journey because they cannot see any other practical response to the question, ‘what comes next?’ However a family reaches the stage of debating a sale, the steps outlined below can support them in reaching the soundest possible conclusion for their circumstances. Timing External market conditions can, to a degree, shape when the decision is reached—for example, a buoyant deals market or consolidation within a sector. Yet internal dynamics are just as significant for effective planning, and they tend to lie more directly under the family’s...

Under UK health and safety law, self-employed individuals must meet health and safety duties where: they hire people to work for them, and/or the activity being carried out is a prescribed undertaking, or the activity being carried out creates a risk to the health and safety of others Practically, this means self-employed persons who have no workers, do not undertake a prescribed activity, and whose work presents no potential risk to others are exempt from the obligations set by health and safety law. Put simply, if your solo work neither employs others nor endangers anyone, and is not prescribed, these legal duties will not apply. When is someone classified as 'self-employed' under health and safety law? The Health and Safety at Work etc. Act 1974 ( HSWA 1974) states a person is regarded as self-employed if they work for gain or reward other than under a...

Self-build and custom housebuilding ( SCH) forms a significant and recognised strand of the government’s overall housing planning approach and strategy. The Self-build and Custom Housebuilding Act 2015 ( SCHA 2015) enables people who intend to create their own home to register their interest in acquiring land with the relevant authority, which must: keep and maintain an SCH register have regard to the demand for SCH, as evidenced by the registers kept by the authority, when exercising certain functions, including those relating to planning and housing What is self-build and custom housebuilding? Under SCHA 2015, s 1, self-build and custom housebuilding covers cases where an individual, a group of individuals, or persons acting with or for individuals or such groups, construct or complete houses to be occupied as homes by those individuals. Planning Practice Guidance ( PPG) expands on this by stating that, in judging whether a home is a...

When security is properly created, it binds the security provider and the secured party as between themselves. However, that security will not, as a general rule, bind third parties, such as a liquidator or an administrator of the security provider. In many situations, extra steps are needed to ‘perfect’ the security in question. Perfection is the method by which the security becomes enforceable against certain third parties (though not necessarily every third party). For details on third parties who may not be bound even after perfection, see: The difference between perfection and priority below......

Definitions The terms and conditions ( T& Cs) for the notes (the Notes) appear within the Prospectus and, for every form of securitisation, also as a Schedule to the Trust Deed itself. This Practice Note outlines what is set out in those T& Cs. Usually, the T& Cs relate to the Notes solely in global form and indicate that, in certain narrow situations, definitive Notes might on occasion be issued. In those instances, the T& Cs will be revised as required. This method removes the need to address definitive Notes, Coupons and Talons within the T& Cs, the Trust Deed or the Master Definitions Schedule across the documentation suite. Previously, aspects of the T& Cs were shaped on the assumption that Noteholders would trade definitive Notes bearing the T& Cs on the reverse, and a potential purchaser needed clarity in full about exactly what was being...

This Practice Note explores concerns faced by legal advisers when seeking to secure evidence and documents from an unco-operative former employee while representing their previous employer in a dispute. It focuses on practical steps and procedural options available in such circumstances for employers and their representatives alike. Normal practice requires a witness statement The standard method of presenting oral testimony from a factual witness at trial is to serve a witness statement, expressing in the witness’s own language the evidence they can provide on the issues to be proved or challenged by the party intending to call them. Guidance on the purpose and preparation of such statements is set out in Practice Note: How to write a credible witness statement. Where an ex-employee declines to supply a witness statement before trial, a party may apply for the court’s permission to serve a witness summary of that...