Legal Practice Notes

There are several situations in which a company’s shares may change hands at times, the most frequent being a disposal of the shares by way of sale transactions. Other scenarios include a transfer arising on the creation or enforcement of security, or effected as a gift. It is likewise possible for a company to purchase its own shares, and for shares to be transmitted by operation of law (eg following the death or bankruptcy of a holder). This Practice Note concentrates on the standard steps required to implement a transfer of certificated shares on a sale that is not a buy-back transaction in practice. Certificated shares, uncertificated shares and their transfer Company shares may exist in certificated or uncertificated form. They are held in certificated form where the company has issued, or ought to have issued, a paper share certificate for the holding...

Introduction Groups of companies carry out reorganisations for numerous and varied reasons; however, whatever the motivation, such changes frequently influence existing share plans and other employee equity arrangements. At times the effect is commercial, yet it is important to take care that any valuable tax advantages are not forfeited. transferring the business of one group company to another group company, often arising from an acquisition or to enable the sale of a specific part of the business and its assets transferring the shares of one subsidiary to another subsidiary so the group achieves the most suitable structure, often following an acquisition or sale of a business, and inserting a new group holding or parent company above an existing parent company, typically to facilitate an initial public offering ( IPO) or a new third-party investment, without any change to the group’s ultimate...

Executive summary a reconstruction or amalgamation scheme—commonly termed a transfer scheme (transfer scheme)—constitutes a form of scheme of arrangement pursuant to section 900 of the Companies Act 2006 ( CA 2006) transfer schemes are not commonly encountered in practice. The limited reported instances of approved transfer schemes concern solvent corporate reorganisations the process and formalities mirror, in broad terms, those for a scheme of arrangement under CA 2006, s 895 (section 895 scheme) (see: Schemes of arrangement—overview and Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)). That said, when considering whether to sanction a transfer scheme, the court’s powers under CA 2006, s 900 are more extensive than those exercised on a section 895 scheme in a transfer scheme, the transferor and transferee companies must share...

Double tax treaties ( DTTs) Double tax treaties ( DTTs) are founded on the idea that members of a multinational group are charged tax as if they were independent, dealing with one another at arm’s length. To apply the separate entity concept correctly, DTTs allow jurisdictions to amend a group company’s profits so that any outcomes arising from particular conditions or relationships are removed for tax purposes. This is referred to as the ‘arm’s length principle’. Under Article 9 of the Organisation for Economic Co- Operation and Development ( OECD) model tax convention ( OECD MTC) and the UN model tax convention ( UN MTC), contracting states may recalibrate the taxable income of ‘associated enterprises’ when their transactions are not conducted on arm’s length terms. The 2025 revised commentary to Article 9 of the OECD MTC makes clear that, when adjusting an...

This Practice Note considers how the UK’s transfer pricing regime applies to chargeable periods (for ease in this Practice Note, called ‘accounting periods’) that start before 1 January 2026. Be aware that the Finance Act 2026 brought in a series of changes to the UK transfer pricing rules, largely commencing for accounting periods beginning on or after 1 January 2026, subject to certain transitional rules. For broader background on transfer pricing, see the Practice Notes: Transfer pricing—what is it? and Transfer pricing—key concepts and principles. Transfer pricing adjustments Where the UK transfer pricing rules are engaged in relation to a transaction between two parties, the profits or losses of the so‑called ‘potentially advantaged person’ must be computed for tax as though an arm’s length provision had applied between them, rather than the actual terms. The ‘potentially advantaged person’ is the party that secured a...

FORTHCOMING CHANGES: At Budget 2025 on 26 November 2025, the government stated it intends to introduce modest rectifying amendments to the residence-based tax regime established by Finance Act 2025......

Sovereign debt restructuring techniques The build-up of public liabilities and their steady rise have triggered repayment difficulties and, in some instances, default. Consequently, as states accumulate untenable debt loads (i.e. when the debt-to-gross domestic product ratio climbs so high that policy measures cannot reverse it), the imperative to reorganise their sovereign obligations intensifies. In broad terms, sovereign debt restructuring refers to the set of methods employed by sovereigns to avert or address financial and economic turmoil and to restore debt to sustainable levels. The bulk of sovereign borrowing is evidenced through bond issues (domestic or international) and, on occasion, commercial loans. Multilateral liabilities are not subject to restructuring (at most, rolled-over), while bilateral exposures are typically rescheduled or reworked under the auspices of the Common Framework or the Paris Club. Sovereign debt workouts comprise two dimensions: procedural and substantive. The procedural limb concerns how the...

CASE HUB ARCHIVED This case hub is archived and sets out the position as at the judgment date of 30 September 2016; it is no longer maintained. See further: timeline, commentary and related/relevant cases. Case facts Outline An appeal was lodged with the General Court asking for the annulment of the Commission decision of 28 November 2014, which dismissed a complaint by Trajektna (the private company running the passenger ferry terminal at the Port of Split). The complaint alleged a breach of Article 102 TFEU by the Split Port Authority, arising from caps on fees which, according to Trajektna, are inequitable and discriminatory and constitute an abuse of the Split Port Authority’s dominant position as the Port of Split’s operator. The Commission declined the complaint mainly because the prospect of proving an infringement was modest, and, in any event, the Croatian national courts and...

Practice Note This Practice Note outlines the key considerations when dealing with cases that involve trafficked victims from both a prosecutorial and defence perspective. It identifies the statutory defences available under the Modern Slavery Act 2015 ( MSA 2015) for trafficked persons charged with criminal conduct. It reviews the Crown Prosecution Service ( CPS) guidance for prosecutors on handling suspects who may have been trafficked, encompassing the common law defence of duress and the protection afforded by MSA 2015, s 45. The Note addresses charging decisions made under that guidance, together with the National Referral Mechanism ( NRM) process for assessing and reassessing an individual’s trafficking status, and considers the position where someone becomes a victim after prosecution proceedings have begun or asserts victim status following conviction. It also examines applications to stay proceedings as an abuse of process on the basis that the...

Definitions Section 64(1) of the Road Traffic Regulation Act 1984 ( RTRA 1984) defines a traffic sign as any object or device, whether fixed or portable, used to convey to traffic on roads, or to any specified class of traffic, warnings, information, requirements, restrictions or prohibitions of any kind, either (a) specified by regulations made by the relevant authority or (b) authorised by the relevant authority; it also covers any line or mark on a road employed for conveying such warnings, information, requirements, restrictions or prohibitions. The definition therefore spans the sign types familiar to road users, namely: warning signs (typically triangular with a red border) mandatory prohibition signs (typically circular with a red border) mandatory signs (typically circular and blue) information signs (typically rectangular) This last group includes direction signs, place name signs and street name signs, and also road surface lines: yellow (and...

This Practice Note sets out the key stages of a securitisation and complements other practical guidance on the topic. What is securitisation? Securitisation is a financing method that turns illiquid assets into tradable securities. It involves pooling income‑generating assets—such as loans, mortgages or credit card receivables—and repackaging them into interest‑bearing instruments for sale to investors. the originator (eg a financial institution) that creates the assets underpinning the securitisation; a special purpose vehicle, a separate legal entity used to isolate the originator’s financial risk; investment banks that structure the deal and the securities and manage regulatory compliance; investors who buy the securities. For an introduction to securitisation—its types, typical assets, key parties and documents—see Introductory guide to securitisation. For the UK and EU regimes, see Practice Notes: The UK securitisation regime and EU Securitisation...

Traditional procurement in construction This Practice Note outlines the fundamentals of the traditional procurement approach in construction. It explains why this route is adopted and identifies key matters to weigh up when choosing to proceed in this way. When an employer decides to launch a construction project, the first step is ordinarily to appoint an architect to undertake a feasibility review and to produce a simple initial design. If the architect advises that the employer’s plans can be delivered within the set budget, the employer will then appoint the architect and, typically, a range of other consultants (engineers, for example), to develop project designs and to provide related guidance. In the early phase of a construction scheme, the employer, usually with input from its professional team, will need to determine how the construction should be procured. There are several procurement routes and forms of...

Much of consumer protection law is policed by local authorities’ Trading Standards teams. Every authority keeps an investigations and enforcement policy aligned with the Regulators’ Code. These Trading Standards policies, published on each authority’s website, set out their enforcement approach and the principles that inform any action they take. In addition, the policy for each authority explains its enforcement approach and the core principles that underpin any enforcement action that authority may take. Once an investigation or prosecution begins, defence representatives should review the relevant authority’s enforcement policy to check, and keep under review, that it is being applied as written. For more on the Regulators’ Code, refer to Practice Note: The Regulators’ Code. Under section 222 of the Local Government Act 1972 ( LGA 1972), if an authority judges it expedient to protect or promote the interests of people in its area, it may...

This Practice Note This Practice Note addresses the statutory meaning of a trade union within the Trade Union and Labour Relations ( Consolidation) Act 1992 ( TULR( C) A 1992), and the legal capacities a union may exercise across various contexts. It outlines a union’s ability to: enter into contracts participate in civil proceedings be prosecuted for criminal offences hold property in trust and the mechanisms for enforcing a judgment against a union Both workers and employers can organise in bodies commonly described as ‘unions’. For employers these bodies are typically known as employers’ associations. Workers likewise create organisations to support and advance members’ interests, usually called trade unions. However, for workers, belonging to a trade union generally carries far greater significance than an employer’s membership of an employers’ association does for the business. In particular, union...

This Practice Note outlines the legal framework and day‑to‑day practice around paying trade union dues, including payroll deductions known as ‘check‑off’, together with the requirement that any sums taken from wages are authorised by the worker. It also explores the position in relation to public sector employers, whether a trade union can enforce check‑off as a third party, and the nature of claims and potential remedies where deductions are made without authorisation. Authorisation by employee Many employers agree arrangements with one or more trade unions under which the employer deducts union subscriptions from the pay of workers who are also union members. In legislation this is described as a ‘subscription deduction arrangement’, but it is more commonly called ‘check‑off’, also known as ‘ Deduction Of Contributions at Source’ or the DOCAS system. However, even where such arrangements operate, an employer must not take any...

This Practice Note explores the guidance and support available to trade union members. It outlines the entitlement to be accompanied by a trade union representative at any disciplinary or grievance meeting with an employer, access to legal advice and assistance from the union, and the union’s ability to secure a binding settlement. Union membership gives an individual worker access to advice and other forms of assistance from the union in a range of work-related settings, with support available across numerous workplace contexts and situations. Representation by a trade union in dialogue with an employer A worker has a statutory entitlement to be accompanied by a union representative—either an employee of the union, or an official the union has certified as suitably qualified—at any disciplinary or grievance hearing with their employer (see Practice Note: The right to be accompanied). This entitlement is not...

This Practice Note sets out an introduction to trade union recognition, covering what it is, how voluntary and compulsory recognition differ, the steps for making a reference to the Central Arbitration Committee ( CAC) for compulsory recognition, and the rights that flow from recognition. It also addresses the procedure where a recognised bargaining unit changes and the process for derecognition. Labour’s General Election win in 2024 significantly tilted the political landscape in favour of trade unions and their recognition at work. Alongside reforms to balloting and industrial action, Labour brought forward legislation to simplify the route to trade union recognition and to grant unions a right of access to workplaces, aimed at assisting unions seeking recognition. For further detail, see Practice Note: Right of trade unions to access workplaces. What is trade union recognition? Trade union recognition arises where an employer agrees to work with an...

An employer might recognise a trade union for various purposes, and at any of several possible levels. Conversely, even if a significant proportion of the workforce belongs to a particular trade union, the employer concerned may still choose not to recognise that union for any purpose, or at any level. Regarding purpose, an employer can grant recognition for a set of specified matters connected to its relationship with its workforce, whilst declining recognition in relation to other, comparable matters. Levels of trade union recognition Union recognition may exist at different levels in terms of the breadth of employees covered and the premises included across the organisation. This can vary between sites and employee groups within the same employer......

This Practice Note explores the processes for altering union recognition arrangements, especially where the bargaining unit is no longer suitable or has stopped existing. It further assesses the implications and outcomes of the Central Arbitration Committee ( CAC) establishing a new bargaining unit. The Note then reviews the range of situations in which derecognition might occur in practice. Administrative requirements Any application to the CAC made under the procedures outlined here for changes affecting bargaining units must satisfy relevant specified requirements contained in Schedule A1, Part III to the Trade Union and Labour Relations ( Consolidation) Act 1992 ( TULR( C) A 1992)......

Practice Note This Practice Note explores how to apply to be entered on the list as a trade union, or to be certified as an ‘independent trade union’, and explains the function of the Certification Officer. It also considers the importance of independence and the way it is evaluated. Guidance from the Certification Officer Apply to be on the official list of trade unions or employers’ associations ( February 2024): guidance on eligibility, the application steps and form CO1. Apply to be removed from the list of trade unions and employers’ associations ( February 2024): guidance on how an organisation can be taken off the list of trade union and employers’ associations. Apply for a Certificate of Independence ( February 2024): guidance for trade unions seeking to demonstrate they are independent from employers. Mergers between trade unions and between...