Legal Practice Notes

Collateral warranties sit at the heart of the suite of development documents in real estate development facilities. They are usually issued by the project team (e.g. the building contractor, architect, engineers and other consultants, and key sub-contractors to the building contractor) in favour of both lender and borrower. A lender commonly takes security over the borrower’s rights under key development contracts, including any collateral warranties given to the borrower, alongside taking collateral warranties addressed directly to the lender. This Practice Note concentrates on the collateral warranties delivered to the borrower and the ways a lender can secure the borrower’s rights under them. It explains: what a collateral warranty is which collateral warranties the lender should take security over methods for taking security over the borrower’s rights under collateral warranties: assignment by way of security, or charge how to address...

STOP PRESS: From 24 February 2025, the key provisions of the Procurement Act 2023 ( PA 2023) are in full effect. Competitions started on or after that date must proceed under PA 2023, while procurements commenced pursuant to the earlier regime—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run, overseen and administered under those rules. Please refer to Practice Note: Introduction to the Procurement Act 2023— PA 2023. This content relates solely to the Procurement Act 2023 regime. This practical guidance specifically concerns public procurement under the Procurement Act 2023 ( PA 2023). For practical guidance on time limits for challenging a public procurement award under the previous legislation, see the Practice Note: Challenging a public procurement...

Public Guardian The Public Guardian is a statutory office-holder and an appointee of the Lord Chancellor. Whoever holds the Public Guardian role also serves as chief executive of the Office of the Public Guardian ( OPG), an executive agency of the Ministry of Justice ( Mo J), created when the Mental Capacity Act 2005 ( MCA 2005) came into force on 1 October 2007 at that time. A key objective of the MCA 2005 was to distinguish the Court of Protection’s judicial powers from the administrative and supervisory oversight functions of a government body. Under the MCA 2005, the Court of Protection exercises statutory jurisdiction over the property and affairs of the mentally incapacitated person ( P), while the Public Guardian undertakes the day-to-day administration and supervision of P’s affairs. The Public Guardian is also the formal registration authority for lasting and enduring powers of...

Protective proceedings In English civil litigation and insolvency, protective proceedings are a vital device for preserving a party’s position while substantive rights are determined. They are commonly deployed to: prevent limitation periods from lapsing, obtain interim relief, and safeguard assets and evidence at risk of dissipation or destruction. This Practice Note concentrates on their role in avoiding the expiry of limitation periods and the practical factors that must be weighed. Although their aim is to uphold justice and procedural fairness, using them calls for nuanced strategy that goes well beyond simply issuing a claim or application. Protective proceedings need careful planning. Decisions should address not only the procedural frameworks in the Insolvency Act 1986, the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, the CPR and relevant case law, but also the commercial context, evidential...

Forthcoming change: Sections 6–7 of the Finance Act 2026 provide that, with effect from 6 April 2027, an individual’s property income will be subject to income tax at the property basic rate of 22%, the property higher rate of 42%, and the property additional rate of 47% for a given tax year. A person’s property income is treated as the highest portion of their income, save where they also have savings and/or dividend income. Where savings and/or dividend income arises, the property income is taken to be the portion of the person’s income that falls immediately before the savings and/or dividend income. FA 2026, Schedule 1, makes consequential amendments to ITA 2007. For these purposes, property income means income that is: chargeable under Chapter 3 of Part 3 of ITTOIA 2005 (profits of a UK property business or an overseas property...

This Practice Note considers the principal participants in real estate finance where property is being developed. It does not address the lender or other finance parties (see Practice Note: The finance parties) Borrower The borrower will commonly be acquiring the site for development, or may already own it. In construction documentation, the borrower is typically identified as the employer, client or developer SPV or trading entity? In real estate finance, the borrower is often a special purpose vehicle ( SPV), also referred to as a special purpose company ( SPC). The borrower entity is created or bought ‘off the shelf’ solely for the proposed deal (ie acquiring, holding, developing and operating the property). Where an SPV is used, the borrower’s activities—and therefore its assets and liabilities—are confined to matters linked to that transaction......

Introduction Purpose of this Practice Note This Practice Note maps the principal environmental, social and governance ( ESG) considerations influencing project finance transactions. It explores how lenders and sponsors weave ESG standards into due diligence, contractual suites, and oversight after financial close. It also reviews the tightening interplay between soft-law norms and binding regulation, as project finance—once anchored chiefly in financial covenants and risk allocation—now finds its identity equally in its ESG profile. This shift unfolds amid intensifying regulatory focus, investor behaviour and public scrutiny. The aim is to equip practitioners with a clear analytical framework for navigating this evolving discipline. Relevance of ESG in Project Finance ESG considerations have grown in prominence in project finance because they shape investment choices, risk management and long-term business sustainability. Investors and financiers apply ESG criteria to assess corporate conduct, anticipate future financial performance, and manage risks, notably around climate...

Although many UK professional services businesses have posted record profits in recent years, there have been striking cases of weaker performance culminating in collapse. In the legal sector, for example, international firm Ince & Co was sold to listed business Gordon Dadds via a pre-pack administration in December 2018, and King & Wood Mallesons’ European arm entered administration in late 2017, with the fall of its UK branch then representing the largest UK law firm insolvency as at that date. Likewise, in 2017, Cluttons LLP, a practice of property consultants and chartered surveyors, went into administration. Professional services outfits in corporate finance report a slowdown in levels of inward M& A activity, owing to the prolonged uncertainty generated by Brexit. The potential effect on the volume of EU nationals coming to work in the UK could also see firms finding it...

Disclosure Under the Part 8 route, there is generally no formal, standard obligation to disclose documents. Accordingly, a party to director disqualification proceedings need not give disclosure unless specifically directed to do so, or where the material is cited or identified in their written evidence. If disclosure is sought from the Secretary of State ( So S), that request does not extend to items not in their personal possession, even where such records are held by the insolvency practitioner ( IP) or another third party. Any disclosure from those holders must instead be pursued separately and directly from them. In keeping with their duty of fairness, the So S will, as a matter of course, disclose all that they are able to, and, where available, will always exhibit documentary proof of anything relied upon in their affidavit. If, in the course of an...

Procedural impropriety as a ground of judicial review ‘ Procedural impropriety’ is the third and final ground of judicial review set out by Lord Diplock in the landmark Civil Service Unions v Minister for the Civil Service ( GCHQ). In that decision, Lord Diplock described this ground as covering a failure to observe the basic norms of natural justice, or to act with procedural fairness towards the person affected by a decision, as well as a failure by an administrative tribunal to comply with procedural rules expressly prescribed in the legislative instrument conferring its jurisdiction, even where no denial of natural justice is involved. This Practice Note considers the principal features of procedural impropriety as a ground of judicial review: The evolution of procedural impropriety as a basis for judicial review, which includes: the...

Exclusivity provisions This Practice Note outlines how exclusivity provisions operate when buying shares in a company, or acquiring a business together with its assets (the target). Such provisions can sit in a stand‑alone letter from the buyer to the seller, be built into heads of terms (also referred to as an offer letter, letter of intent or memorandum of understanding) or, less commonly, appear within a confidentiality agreement (where either or both are used). Whatever form is chosen, exclusivity provisions are entered into at the outset of the transaction, setting the framework for negotiations. Their aim is to stop the seller from engaging with, or inviting, rival bids from third parties in relation to the sale of the target, or a substantial part of its business and assets. In effect, they provide the buyer with a defined period of exclusivity within which to...

A limited company can repurchase its own shares if it meets the conditions set out in the Companies Act 2006 ( CA 2006). This is referred to as a share buyback or the purchase of own shares. The CA 2006 restrictions on share buybacks do not apply to unlimited companies. For more on that company type, see Practice Note: Unlimited companies. For an outline of the process for conducting a buyback, see Practice Note: How to carry out a share buyback. For the applicable law and reasons a company might undertake one, see Practice Note: Share buybacks—the legal framework. Off-market or on-market? A private limited company may only make an off-market purchase of shares and therefore can only complete an off-market buyback. Consequently, this Practice Note does not cover an on-market buyback, which requires a company to be able to make a market (or...

Although every litigation funding agreement ( LFA) and its related papers will differ based on the funder and the nuances of the case being backed, there are core matters that must be tackled during the stages of negotiation. This Practice Note forms part of a concise series by Tanya Lansky and Tets Ishikawa, Managing Directors of Lion Fish Group Ltd, designed to give those negotiating or evaluating LFAs and their accompanying documents a clearer grasp of the considerations involved and the factors at play... Priorities agreements A priorities agreement (often also called the waterfall) is the instrument that expressly determines the order in which the returns from the funded claim are distributed if the case succeeds. Though it only bites upon a positive result, differing models adopted by funders and bargained for by funded parties over time have created fertile ground for...

This Practice Note examines spent convictions and rehabilitation periods under the Rehabilitation of Offenders Act 1974 ( ROA 1974), as updated by the Police, Crime, Sentencing and Courts Act 2022. It also looks at how earlier convictions affect criminal investigations, their use as evidence in criminal proceedings, and their relevance to sentencing. What is a spent conviction? Where a conviction or caution becomes spent, the individual is, for most purposes, regarded in law as if no offence had been committed. Consequently, under ROA 1974, people with spent convictions or cautions are generally entitled not to disclose them when applying for most roles. However, they may still appear on a Disclosure and Barring Service criminal record check (a DBS check, sometimes called a CRB check), which certain positions will require. Some convictions become spent after a defined period, which depends on the disposal or sentence...

A first appearance in the magistrates’ court is primarily procedural. Although largely administrative, early choices at this stage can shape strategy and practical outcomes for how the matter proceeds. This Practice Note sets out how to get ready for a first hearing in the magistrates’ court, flags the core issues for practitioners, and notes the principal distinctions between acting for individual defendants and for corporate defendants. It summarises the vital preparatory tasks for both prosecution and defence lawyers, together with pointers on completing the necessary forms. To prepare effectively, advocates must predict the likely course of the hearing and secure all relevant instructions in advance. The court expects an effective hearing and is reluctant to allow adjournments save where absolutely necessary. Both sides are obliged to actively assist the court so the case is dealt with efficiently. Thorough preparation safeguards and advances the...

Background At its inception, the clinical disputes protocol was shaped by Lord Woolf’s concerns about the adversarial character of clinical negligence litigation. The original version contained substantial explanatory text on the reforms’ aims and objectives, much of which was later judged superfluous and removed to streamline the document and underline its role as a procedural framework. The protocol continues to place clear emphasis on open communication between the parties, prompt investigation, and resolution before proceedings begin. It also recognises the distinctive complexities of clinical disputes, including the patient–clinician relationship and the deployment of expert evidence. The protocol now expressly refers to the statutory duty of candour on healthcare providers under the Health and Social Care Act 2008 ( Regulated Activities) Regulations 2014, SI 2014/2936, and treats an apology as a distinct, specific objective. See Practice Note: The duty of...

NOTE—to check if notification thresholds in Zimbabwe and globally are satisfied, consult the resource titled Where to Notify. Note— Zimbabwe also belongs to COMESA, which runs a supra-national merger control system, as well as the SADC. Introduction Zimbabwe’s merger oversight framework is set out in section 34A of the Competition Act ( Act) and its accompanying Regulations. Filings are compulsory for deals that hit the prescribed financial thresholds, and such transactions must be notified to the Competition and Tariff Commission ( Commission). The Commission, an independent authority empowered under section 4 of the Act, is the sole body with the mandate to investigate and clear a merger. Consequently, no other domestic authority may review its determinations. A dissatisfied party may, however, challenge the Commission’s decision before the Administrative Court. For purposes of the Act, a ‘merger’ covers the direct or indirect obtaining or creation of a...

Step-by-step guide Party A and Party B execute an International Swaps and Derivatives Association ( ISDA) Master Agreement, together with a Schedule, and agree with one another that they will document their zero‑coupon inflation swap ( ZC) by means of an ISDA confirmation Presume a notional amount of......

ARCHIVED This Practice Note is archived and no longer updated, as it addressed the operation of EU free movement rules in the UK before IP completion day, when domestic measures giving effect to EU free movement were revoked, subject to specified savings and modifications. For fuller information, including the relevant savings and the status of CJEU case law, see Practice Note: Brexit and the end of EU free movement law in the UK. The Practice Note is preserved in archived form for historical interest, since EU law as it was previously applied in the UK remains pertinent in certain limited circumstances. For historical iterations of the Immigration ( European Economic Area) Regulations 2016, SI 2016/1052, including the version immediately before revocation, see Legislation.gov.uk. For continuing developments in EU free movement law across EU Member States, see: Immigration, employment & share incentives ( EU...

Note— Zambia is also a member of COMESA, which runs a supranational merger control regime, and the Southern African Development Community. 1. Have there been any recent developments regarding the Zambian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Zambia? The Competition and Consumer Protection ( Amendment) Act No. 21 of 2023 ( Amendment Act) took effect on 26 December 2023, revising multiple provisions of the Competition and Consumer Protection Commission Act No. 24 of 2010 (the Act). These revisions constitute the most significant overhaul since the Act commenced in October 2010. A key shift is that the Amendment Act at last gives domestic effect to the COMESA Competition Regulations, resolving a long-standing gap, notably for merger control. In addition, new rules concerning ‘ Core Assets’, as defined in the...