Legal Practice Notes

This month saw proposed changes to Finland’s merger control thresholds put before Parliament for approval, the release of revised Guidelines on Small Merger Notification in South Africa designed to bring more deals within notification scope, and the expiry of the Philippines’ two-year temporary merger control thresholds of PHP 50bn. Finland—amendments to the merger control thresholds laid before Parliament for approval As highlighted in our June 2020 monthly update, the Finnish government has been proposing a significant reduction to Finland’s merger notification thresholds. A deal would be notifiable if: the aggregate value of assets transferred in Argentina does not surpass ARS 3.251m (approximately €23.7m/ US$24.9m); the overall purchase price for the transaction in Argentina does not top ARS 3.251m (approximately €23.7m/ US$24.9m); On 19 September 2022, the Finnish government submitted its proposals before Parliament for approval. The new notification thresholds are...

This Practice Note This Practice Note examines how standard essential patents ( SEPs) and fair, reasonable and non-discriminatory ( FRAND) licensing feature in patent disputes before the Courts of England and Wales (the English Courts). It focuses, in particular, on the legal position following the UK Supreme Court’s ruling of 26 August 2020 in the combined Unwired Planet and Conversant appeals, and the practical consequences of that decision. For further information, see News Analysis: Supreme Court— English courts can determine terms of global licences for portfolios of standard essential patents ( Unwired Planet v Huawei). Since then, two further significant rulings on FRAND rates have been issued in England and Wales and have been the subject of appeal judgments, as noted below: First, judgment was handed down on 16 March 2023 in the dispute between Inter Digital and Lenovo following a High Court FRAND trial in...

Source of the doctrine of the separation of powers The roots of the doctrine of the separation of powers are commonly linked to John Locke’s Second Treatise of Government (1689), where he argued that the executive and legislative functions ought to remain distinct. This set out a clear insistence on their proper institutional separation. He warned that human frailty, ever prone to clutch at authority, makes it unsafe for those who draft the laws to hold in their hands the power to enforce them, since they might exempt themselves from obeying the measures they create. The doctrine’s most influential formulation, however, is that of Baron de Montesquieu, reflecting on the English constitution in L’ Esprit des Lois (1748), where he identified judicial authority as a third branch of government. He contended that when legislative and executive powers are concentrated in a single person, or within one body of...

The SRA Standards and Regulations allow law firms and legal service providers to organise their businesses in several formats, depending on whether they deliver reserved legal activities. Options comprise: a single SRA-regulated entity delivering both reserved and non‑reserved services an SRA‑regulated entity delivering reserved legal services, with some or all non‑reserved work carried out by a separate, non‑ SRA regulated business (which, importantly, may employ SRA‑regulated solicitors) a non‑ SRA regulated entity supplying only non‑reserved legal services, employing SRA‑regulated solicitors a freelance solicitor—see Practice Note: Dealing with freelance solicitors This Practice Note offers guidance to law firms on running a separate business, including allocating parts of a client matter between the law firm and the separate business, which will entail unbundling legal services. It reflects the Legal Services Act 2007 ( LSA 2007) and the SRA Standards and...

Single European Payments Area ( SEPA) quick guide This SEPA quick guide sets out current UK legislation and retained EU law relating to requirements amended by the Credit Transfers and Direct Debits in Euro ( Amendment) ( EU Exit) Regulations 2018, SI 2018/1199 ( Transfers and Debits Exit Regulations 2018), at the end of the implementation period after the UK’s withdrawal from the EU. The legal underpinning for SEPA is the Payment Services Directive ( Directive 2007/64/ EC) ( PSD), which has been replaced by the recast Payment Services Directive ( Directive ( EU) 2015/2366) ( PSD2). PSD and its successor, PSD2, establish a harmonised legal framework for payments across the European Union, which is vital for SEPA’s smooth functioning. EU Regulation ( EC) 924/2009 on charges for cross-border payments in euro ( OJ L 266 9.10.2009 p 11) (the Cross Border Payments...

The Health and Safety at Work etc Act 1974 ( HSWA 1974) HSWA 1974 applies to employers and to those who are self‑employed. The Sentencing Council ( SC) issues guidance for courts in England and Wales, setting out offence‑specific sentencing guidelines for use in the magistrates’ court and the Crown Court which, under section 59 of the Sentencing Act 2020 ( SA 2020), must be followed when sentencing organisations for health and safety offences unless doing so would be contrary to the interests of justice. These sentencing guidelines do not extend to Scotland or Northern Ireland, although courts there may have regard to them to assist their sentencing function. For information on sentencing these offences in Scotland, see Practice Note: Sentencing health and safety cases in Scotland. The SC has issued offence‑specific guidelines for courts sentencing...

For details on the scope of sentencing powers in Scottish courts, consult Practice Note: The jurisdiction and sentencing powers of Scottish criminal courts. For guidance on criminal procedure across Scotland, see Practice Note: The investigation and prosecution of criminal offences in Scotland. When addressing sentencing in matters arising from regulatory breaches, a court may need to pass sentence both on an organisation and on individuals linked to the wrongdoing. Certain practices, procedural steps and sentencing factors tend to apply to both natural and legal persons, whereas others are necessarily distinct or of no relevance. Throughout this Practice Note, the expression ‘the offender’ is used, and only where needed is a distinction drawn between organisations and individuals. Prior to sentencing In solemn proceedings, the court lacks the power to pronounce sentence unless the Crown has made a motion to do so. The prosecutor must invite the court to...

The Fraud Guideline The Sentencing Council ( SC) has issued a sentencing guideline for fraud offences under the Fraud Act 2006 ( Fr A 2006)—fraud by false representation, fraud by failing to disclose information, and fraud by abuse of position—together with false accounting contrary to section 17 of the Theft Act 1968, and conspiracy to defraud at common law, for use in the magistrates’ court and the Crown Court (found here) (together, the Fraud Guideline). The Fraud Guideline applies to all individual offenders aged 18 and over who are sentenced on or after 1 October 2014, regardless of when the offence was committed. The SC also publishes a series of overarching guidelines to be taken into account in all sentencing exercises, see Practice Note: Sentences imposed following conviction. Among these, the General...

Practice Note This Practice Note considers those elements of the Sentencing Council’s offence‑specific guidelines that are relied upon by the magistrates’ courts and Crown Courts in England and Wales when imposing sentence upon individuals for food safety and food hygiene offences. By virtue of section 59 of the Sentencing Act 2020 ( SA 2020) (the Sentencing Code), courts are required to apply Sentencing Council guidelines when sentencing an offender unless satisfied that doing so would be contrary to the interests of justice. The Sentencing Council has issued offence‑specific guidelines for food safety and hygiene offences. Distinct guidelines govern the sentencing of organisations for such offences, see Practice Note: Sentencing organisations for food safety and food hygiene offences. The Sentencing Council also produces a broad range of overarching guidelines, which ought to be taken into account for all sentencing exercises by the courts, see...

ARCHIVED: This Practice Note has been archived and is no longer maintained. This Practice Note is retained solely for historical reference as it relates to CPR 81 as it stood before 1 October 2020, and to Practice Direction 81, which was revoked in full with effect from 1 October 2020. If you are handling a committal application after 1 October 2020, you must consult the CPR 81 currently in force and the Practice Notes addressing it; see: Contempt and committal—overview. For the pre-1 October 2020 version of CPR 81 or Practice Direction 81, see: This Practice Note considers the aims and principles of sentencing in contempt and writ of sequestration matters following a successful committal application. It does not attempt to provide a sentencing guide on the suitability or otherwise of sentence length in any particular circumstances. In line with Longhurst v Killen, the duration of any...

In England and Wales, the Sentencing Council has issued offence‑specific sentencing guidelines for use in the magistrates’ courts and the Crown Court. The Scottish criminal appeal court has, in the past, taken account of guidance from England and Wales and endorsed referring to it as a cross‑check when sentencing in Scotland. For details on sentencing environmental offences in England and Wales, see Practice Notes: Sentencing organisations for environmental offences and Sentencing individuals for environmental offences. Scottish Sentencing Council and overarching approach to sentencing The Scottish Sentencing Council was established in October 2015, with duties that include: preparing sentencing guidelines for the courts publishing guideline judgments issued by the courts publishing information about sentences imposed by the courts Its purpose is to foster consistency in sentencing, support the development of sentencing policy, and promote greater awareness and understanding of sentencing. Although it has not yet...

ARCHIVED: This Practice Note was archived and is not maintained. It outlines two categories of clauses that are frequently encountered in intercreditor agreements involving both senior and mezzanine financiers: restrictions on the capacity of senior and mezzanine creditors to alter finance terms without consent from the other creditor class; and senior creditor control over payments made to mezzanine lenders by the borrower group The note summarises these clauses and identifies matters that are routinely negotiated. For an explanation of the range of provisions found in intercreditor agreements, see Practice Note: Intercreditor agreement—key provisions; and for an introduction to senior/mezzanine intercreditor agreements in particular, see Practice Note: Senior/mezzanine creditor intercreditor issues—introduction [ Archived]. For a straightforward intercreditor agreement with accompanying drafting notes, see Precedent: Intercreditor deed—single company borrower—single secured senior lender—single secured junior lender—single unsecured subordinated lender. More detailed guidance on...

The Criminal Finances Act 2017 ( CFA 2017) From 30 September 2017, a new corporate offence—failing to prevent the facilitation of tax evasion—took effect under CFA 2017. Government guidance outlines what it expects of compliance frameworks. This Practice Note reflects the final statute and accompanying guidance. That guidance should be approached and applied proportionately, according to risk. This means considering your organisation’s size, nature and complexity. Proportionality requires measures that are reasonable and appropriate to those circumstances. Assessments should focus on the particular risks your business faces and the resources available. Implementation will differ: a small enterprise in a low‑risk field may reasonably do far less than a major multinational operating in a high‑risk area. Consequently, identical controls will not suit every organisation or sector, and practices must be tailored. The Law Society has likewise issued CFA 2017 guidance for law firms, approved by the...

This Practice Note distils the Senior Costs Judge’s Practice Notice, ‘ Hearings and Detailed Assessments in the Senior Courts Costs Office’, describing how the SCCO manages hearings and detailed assessments. Owing to the commitment of court staff, together with practitioners’ willingness to adapt, only a very small number of SCCO costs hearings have needed to be adjourned during the current pandemic. The judicial Practice Note provides clear direction on the conduct of hearings and detailed assessments within the SCCO. It also identifies the various issues addressed and signposts helpful underlying guidance. NOTE: CPR PD 51O has been revoked, but this detailed assessment guidance has not yet been updated to reflect that position. CPR PD 5C ( CE- File electronic filing and case management system) came into force on 1 October 2025 and should be referred to for the procedure for use of CE-...

1. Have there been any recent developments regarding the Senegalese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Senegal? Although Senegal maintains a competition framework, set out in Law No. 94-63 of 22 August 1994 on Prices, Competition and Economic Disputes and its implementing Decree No. 95-77 of 20 January 1995 (the Competition Law), it does not establish a merger control system under that framework. In addition, the National Competition Commission ( NCC), created under the Competition Law, exists in name but is not presently operating. Senegal belongs to the West African Economic and Monetary Union ( Union Economique et Monétaire Ouest Africaine) ( WAEMU) and falls under WAEMU’s competition instruments, notably Directive 02/2002/ CM/ UEMOA (the WAEMU Regulations). Within member countries, WAEMU exercises sole authority over merger control. The NCC’s...

This Practice Note offers an overview of Senedd Cymru, the Welsh Parliament (widely referred to as the Senedd). It explains how its members are chosen and how it exercises its legislative powers. Formerly called the National Assembly for Wales, the institution was renamed on 6 May 2020. Assembly Members were retitled Members of the Senedd ( MSs), and Acts of the National Assembly for Wales were redesignated as Acts of Senedd Cymru. For further background, see News Analysis: Senedd Cymru— Why has the National Assembly for Wales changed its name? Which voting system is used in Senedd elections? Until 2026, elections to the Assembly, and then the Senedd, used the additional member system. This approach combined two methods of voting. First, voters selected a constituency representative using the First Past the Post method. They also cast a second, proportional vote for candidates from regional lists. In...

Part 3 of the Children and Families Act 2014 ( CFA 2014) From 1 September 2014, Part 3 of the Children and Families Act 2014 ( CFA 2014) took effect in England, reshaping the system for special educational needs and disability ( SEND) provision. The Public Accounts Committee has urged the government to act to improve the system; see SEND emergency: Unviable system will end in lost generation of children without reform. This Practice Note addresses the law in England only; for the position in Wales, see Practice Note: Special educational needs law in Wales. A child or young person is regarded as having special educational needs when a learning difficulty or disability requires special educational provision to be made because: they experience substantially greater difficulty in learning than the majority of their peers, or they have a disability that prevents or hinders them from...

Fire sale or strategic exit? The bulk of the 9,000 or so law firms in England and Wales comprise four partners or fewer. Observers suggest a large proportion may fail to endure in the market and simply shut down. Winding up is far from straightforward: disposing by sale is typically the wiser route, likely to yield some return for years of owners’ effort. Practices change hands when principals feel swamped by intensified competition, shrinking legal aid and heightened regulation. For others—the entrepreneurial—an exit marks the fulfilment of a plan to create a valuable asset and then realise its worth. Selling to escape pressure, to retire, or to begin afresh can seem a daunting, even upsetting, call. Yet, if you act early and follow the right steps, it can become the kind of success tale entrepreneurs aim for,...

This playbook offers guidance on negotiating two clauses—covering arrears and the Seller’s release—in a sale agreement for a property let on one or more commercial leases. It is intended for lawyers acting for the Seller and for in-house counsel, who should tailor it to address client-specific issues and to safeguard the client’s position. The level of risk noted may vary by client. The playbook sets out preferred drafting, fallback wording, and guidance that favour the Seller. For a full list of related content, see the Contracts subtopic. For template sale agreements, see Contract for sale—freehold subject to leases and Contract for sale—leasehold subject to leases. See also Practice Note: Dealing with rent arrears on the sale of a property subject to leases. Arrears Clause name: Arrears Alternative names: N/ A Risk: Medium Explanation: Arrears are any sums owed by an occupational tenant that the Seller has not...

This Practice Note sets out a checklist of employment-related due diligence points that commonly arise from the seller’s standpoint on an acquisition of the whole issued share capital of a company (a share purchase). In a share purchase, the buyer assumes ownership of the company that runs the business (the target company) and, as a consequence, takes on all of its assets, commitments and liabilities, whether or not the buyer knew of them—see: General issues (share purchase)—overview. For any share purchase, the buyer’s starting principle is caveat emptor (let the buyer beware). The seller is under no obligation to disclose to the buyer any defects in, or liabilities of, the target company. The buyer will therefore appoint its advisers to carry out due diligence on commercial, tax, financial and legal matters (including employment), and to produce due diligence reports that draw out...