Legal Practice Notes

This Practice Note explores waivers in the context of insurance underwriting and claims-handling. Although it chiefly focuses on the law of waiver for a ‘non-consumer insurance contract’ (as defined in section 1 of the Insurance Act 2015 ( IA 2015)), it also distils principles from case law concerning a ‘consumer insurance contract’ (as defined in section 1 of the Consumer Insurance ( Disclosure and Representations) Act 2012 ( CI( DR) A 2012))... Waiver during the underwriting process The duty of fair presentation IA 2015 introduced a duty on the insured to give a fair presentation of the risk to the insurer in relation to a ‘non-consumer insurance contract’. In short, this means the insured must either: disclose to the insurer ‘every material circumstance which the insured knows or ought to know’; or ‘failing that, disclosure which gives the insurer sufficient...

A conversation with Lerisha Naidu, Partner, Angelo Tzarevski, Partner, and Sphesihle Nxumalo, Director Designate, in the South African office of international law firm Baker Mc Kenzie on key issues regarding merger control in WAEMU 1. Have there been any recent developments regarding WAEMU's merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in WAEMU? The West African Economic and Monetary Union ( Union Economique et Monétaire Ouest Africaine, WAEMU) is a regional bloc of eight states with a dedicated merger control framework under Directive 02/2002/ CM/ UEMOA. Merger control falls solely within WAEMU’s remit across these territories. In most member countries, domestic competition bodies supervise the internal market, flag anti-competitive behaviour, and remit applications seeking negative clearance or individual exemptions to the WAEMU Competition Commission. There have been no changes to the regime, none are...

Warranty and indemnity ( W& I) insurance—claims Warranty and Indemnity ( W& I) insurance is a well‑established means of transferring risk in private M& A deals. For more on the nature and application of W& I insurance, see Practice Note: Warranty and indemnity ( W& I) insurance in M& A transactions. Transaction parties frequently concentrate on executing the deal and arranging the W& I policy, yet pay insufficient attention to what is arguably the most crucial feature of any insurance product: the claims process. This Practice Note sets out the key elements of the W& I claims pathway, from decoding the relevant contractual terms in the policy to final settlement. W& I insurance policy wording claims clauses Claims provisions in W& I policies are generally divided into two main groups: notification conduct W& I insurance—claims notification If there is any uncertainty about when to notify or what a...

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 17 August 2012; it is no longer maintained. See further, timeline and commentary. Case facts Outline: UK merger examination into the completed purchase by VPS Holdings Limited of Sitex Orbis Holdings Limited. Latest developments The CC determined that an SLC existed in the provision of SSVP to social housing customers throughout Great Britain; to commercial customers in Scotland, South Wales, south-west and north-east England; and to commercial customers with nationwide SSVP requirements. The CC required VPS to divest the Sitex Orbis GB operation to an acceptable upfront purchaser under contractual commitment before VPS could proceed with carving out the Northern Ireland business unit. A monitoring trustee would stay in place until the divestment was...

ARCHIVED: This retired guidance, first issued in December 2003 and revised in 2013, created by The Chartered Governance Institute (previously ICSA: The Governance Institute) ( CGI)......

This Practice Note This Practice Note reviews employment law matters that can emerge in connection with volunteers and voluntary workers engaged in voluntary or charitable activity. It covers how volunteers are recruited (notably criminal record vetting and immigration considerations), arrangements made with volunteers, the national minimum wage, equality and banned conduct, data protection, and health and safety. In broad terms, a person is regarded as a volunteer where they are free from any duty to work but choose to carry out tasks without remuneration. In the absence of consideration, no binding contract can exist (whether of employment or worker status). That said, volunteers may have out-of-pocket expenses properly repaid without jeopardising their volunteer status. A volunteer may generally arrive and leave at their own discretion. Because volunteer positions are frequently loosely defined, if any form of consideration is identified, the role performed by the...

The contractual nature of a takeover offer There are two primary routes for an offeror to execute a public takeover of an English company: making a takeover offer to the offeree’s shareholders for all the shares in its equity share capital (or a particular class), as described in section 974 of the Companies Act 2006 ( CA 2006); or using a scheme of arrangement under Part 26 CA 2006, whereby the offeree company puts a proposal to its shareholders and/or creditors. Offers and schemes are each governed by the City Code on Takeovers and Mergers (the Code), although the procedures differ in several fundamental ways. This Practice Note centres on takeovers structured as contractual offers, including bids for only part of an offeree’s share capital. For material on schemes of arrangement, see Practice Notes: Schemes of...

The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 ( IA 1986), the company may proceed by way of a members’ voluntary liquidation ( MVL). For further...

Whether a Will has been validly revoked turns on the testator’s intention and is chiefly a question of fact. As a result, the authorities are fact‑sensitive, though the core principles are set out below. Involuntary revocation is limited to revocation by a later marriage, or to particular provisions that apply on the dissolution of a marriage or civil partnership. For guidance on involuntary revocation, see Practice Note: Revocation of Will by marriage or civil partnership. Modes of voluntary revocation At law, a Will remains revocable by the testator until death. Revocation cannot be effected in any manner the testator chooses; section 20 of the Wills Act 1837 ( WA 1837) prescribes the permitted methods: by a subsequent Will or codicil, duly executed by a written declaration of an intention to revoke the Will, executed with the formalities of a Will by...

Landowners of contaminated land may opt to remediate voluntarily, rather than trigger formal action under Pt IIA of the Environmental Protection Act 1990 ( EPA 1990) legislation. Voluntary efforts should be promoted wherever reasonably practicable, provided the remediation reaches a standard at least broadly equivalent to that required by Pt IIA. Prohibition on serving remediation notices Where suitable remediation is being undertaken, or is due to be carried out, without the service of any notice, enforcement authorities are barred from issuing a remediation notice under Pt IIA in relation to that contaminated land......

Voluntary manslaughter Voluntary manslaughter comprises killings that would amount to murder—because the accused has the requisite mental element for murder—but are reduced to manslaughter due to one of three special defences: loss of control, diminished responsibility, or a suicide pact. It is not an offence for which a defendant is indicted; rather, it is a verdict that may follow an initial indictment for murder. When returned, the verdict is recorded simply as ‘manslaughter’, without the descriptor ‘voluntary’......

Reasons for reporting greenhouse gas emissions Over the past decade, expectations on businesses and public bodies to disclose greenhouse gas ( GHG) emissions have steadily escalated, creating growing momentum for transparent reporting. Analyses of climate impacts—most notably assessments from the Intergovernmental Panel on Climate Change ( IPCC)—together with tangible extreme weather events across the real world, have sharpened this pressure by underscoring the urgent need to cut emissions. Global accords, including the 2015 Paris Climate Agreement and the UNFCCC Conferences of the Parties ( COP), further amplify the drive on organisations and authorities to curb GHG releases. For further detail on the Paris Agreement and recent COP gatherings, see Practice Note: The Paris Agreement 2015—snapshot. Within the UK, the Climate Change Act 2008 imposes binding obligations on government to cut national carbon emissions, including a statutory requirement for the UK to reach net zero carbon by...

What are carbon credits? Carbon credits are transferable units, each signifying that one tonne of CO2, or an equivalent amount of another greenhouse gas, has been avoided, reduced, or removed from the air. Credits arise from projects that either take CO2 out of the atmosphere, prevent emissions that would otherwise occur, or curb emissions below a forecast baseline. To issue credits, such projects must first obtain certification from a recognised carbon standards body (see below). What are voluntary carbon markets and how do they differ from compliance carbon markets? Carbon markets are trading mechanisms through which organisations and other entities buy and sell carbon credits, OTC or via exchanges. Purchased credits can be retired to counterbalance the buyer’s emissions, or resold on to another participant. Broadly speaking, there are two categories: compliance carbon markets and voluntary carbon markets ( VCMs). Compliance markets are created under...

Trials in the Crown Court In England and Wales, Crown Court trials proceed ‘on indictment’, meaning any defendant ‘tried on indictment’ appears before a judge and jury in the Crown Court in England and Wales. An indictment is the formal charge sheet alleging that one or more individuals committed a particular indictable or either way offence, and, in general, prosecuting counsel generally bears the responsibility for making sure the indictment for a criminal trial is drafted correctly. The procedural rules governing how an indictment must be drawn are comprehensively set out in Criminal Procedure Rules 2025 ( Crim PR 2025), SI 2025/909, Pt 10. For additional guidance, refer to the Practice Notes: The indictment and The indictment—content, form, defects and amendments. Only very rarely, and in limited circumstances, may the High Court direct that an indictment be served on the Crown Court; this...

This Practice Note outlines the process by which a Limited Liability Partnership ( LLP) may enter into a voluntary arrangement ( VA). It does not extend to Limited Partnerships; for those, refer to Practice Note: Limited partnerships and insolvency—key principles. Applicable legislation The Limited Liability Partnerships Act 2000 ( LLPA 2000) established LLPs and should be read alongside the Limited Liability Partnerships Regulations 2001 ( LLPR 2001), SI 2001/1090. Through the LLPR 2001, SI 2001/1090, the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, are applied to LLPs......

This Practice Note outlines when a contract may be treated as void and the consequences that follow. It differentiates void, voidable and unenforceable agreements, and explores voidness arising from: common mistake, a unilateral mistake as to contractual terms where the other party is aware, mistaken identity, non est factum, and statutory avoidance, while also recognising illegality as a distinct category. For a tabular overview of illustrative judgments on contract law since 1 January 2020, see Practice Notes: Contract disputes—illustrative decisions (2026) Contract disputes—illustrative decisions (2024–2025) [ Archived] Contract disputes—key and illustrative decisions (2020–2023) [ Archived] When is a contract a void contract? A void contract is one with no legal effect whatsoever. A contract will be void where: the parties have contracted under a fundamental common mistake one party agrees on mistaken terms and the other party knows of that...

CASE HUB ( Appeal lodged by Visa before the General Court in Case T- 447/12) ARCHIVED – this archived case hub captures the position as at 29 April 2019, when commitments were accepted; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission investigation under Article 101 TFEU into multilateral interchange fees ( MIFs) set by Visa (case number AT.39398). Latest development On 29 April 2019, the Commission stated it had accepted commitments proposed by Visa concerning inter-regional interchange fees. These commitments will cut inter-regional exchange fees by roughly 40% on average. Parties Visa Inc, including its subsidiary Visa Europe Background The Commission formally launched its investigation in March 2008. A statement of objections was issued to Visa in April 2009. In December 2010, after a market test, the Commission accepted commitments from Visa Europe on debit card MIFs, capping them at...

This Practice Note offers practical direction on correctly executing documents when one or more parties to a contract are not physically together, often referred to as virtual signing or a virtual closing. The Law Society has brought together established materials covering: execution of documents by virtual means, use of electronic signatures, its ‘ Tips on how to operate in practice’ concerning virtual execution and the use of e‑signatures, and Q& A on using electronic signatures and completing virtual executions, including ‘ Our position on the use of virtual execution and e‑signature during the coronavirus ( COVID‑19) pandemic’. We have assembled a comprehensive, interactive collection to help users identify and navigate the concepts and common issues involved in executing documents, including by virtual means. Each section or phase contains practical guidance, precedent clauses and Q& As relevant to that stage. For more...

Sellers frequently employ a virtual data room (a restricted-access online platform established by a service provider for the sellers, as opposed to a 'physical' data room) to manage the bidding process (where relevant and appropriate) and to oversee the due diligence stage of the overall transaction......

This Practice Note reviews the legal framework and institutional investor expectations on running fully virtual or hybrid general meetings and annual general meetings ( AGMs), drawing together current practice and guidance. Demand from shareholders and other corporate stakeholders to conduct gatherings through electronic communication has risen markedly in recent years, reflecting shifting preferences and practical realities. That underlying shift was then sharply hastened by the coronavirus pandemic across the market. Holding electronic meetings— Companies Act 2006 Prior to the coronavirus crisis, a handful of FTSE 350 issuers had already trialled electronic formats, from streaming physical meetings online (webcasts) to hybrid arrangements allowing shareholders to take part in person or virtually, both options running in parallel. In 2016, Jimmy Choo plc staged the first fully virtual AGM, sparking extensive discussion about the fairness and efficacy of remote participation. For some companies and investors, hybrid or...