Legal Practice Notes

This Practice Note This Practice Note examines the typical activities of limited partnerships ( LPs) in finance transactions and outlines how to verify an LP’s capacity and authority under English law. Where two or more individuals carry on a business with the intention of making a profit, a partnership may arise. Partnerships are frequently used for small enterprises or professional practices. English law recognises two forms—general partnerships and LPs—each governed by specific legislation: General partnerships are subject to the Partnership Act 1890 ( PA 1890) — see Practice Note: The nature of a general partnership and its legal framework Limited partnerships are subject to the Limited Partnerships Act 1907 ( LPA 1907) — see Practice Note: The nature of a limited partnership and its legal framework For an LP to exist, there must first be a partnership with at least one general partner and one...

This Practice Note discusses the formation of a limited partnership under the Limited Partnerships Act 1907 ( LPA 1907). It further addresses, among other matters, the rules on a limited partnership’s name, required trading disclosures and the treatment of accounts. From 6 April 2017, the LPA 1907 was updated by the Legislative Reform ( Private Fund Limited Partnerships) Order 2017, SI 2017/514 (the LRO). A draft of the LRO was issued in January 2017 by HM Treasury, accompanied by an explanatory document. The LRO followed a government consultation launched in July 2015 and completed in October 2015 on proposed reforms to UK limited partnership law aimed at enhancing their use as vehicles for private equity and venture capital investment. The changes introduced by the LRO apply solely to limited partnerships that are designated as private fund limited partnerships ( PFLPs)....

Relevant legislation Limited partnerships are established pursuant to the Limited Partnerships Act 1907 ( LPA 1907). Of note for such structures, the Insolvency ( Miscellaneous Amendments) Regulations 2017, SI 2017/1119, revise the Insolvent Partnerships Order 1994 ( IPO 1994), SI 1994/2421, substituting citations to the Insolvency Rules 1986, SI 1986/1925, with references to the Insolvency ( England and Wales) Rules 2016, SI 2016/1024. Those Regulations also modify the Company Directors Disqualification Act 1986 ( CDDA 1986), bringing in several changes to the director disqualification framework, namely: broadening the factors of unfitness to be assessed on a disqualification, lengthening the time limit for issuing a disqualification application to three years, and permitting applications for a compensation order against a disqualified director. For more information, consult the government’s Explanatory Memorandum and the News Analysis: Aligning provisions of general insolvency law—the Insolvency (...

A limited liability partnership ( LLP) is not a traditional partnership but a corporate body created under the Limited Liability Partnerships Act 2000 ( LLPA 2000), which took effect on 6 April 2001. During the 1990s, many larger professional firms grew increasingly uneasy about the prospect of heavy personal exposure for partners and pressed the government to resolve the problem. Following consultation, the government introduced a new vehicle, the LLP, combining the internal flexibility associated with partnerships with limited liability for its partners. An LLP is therefore a body corporate rather than a conventional partnership, established by statute. The law applying to LLPs In practice, most rules governing LLPs are modified company law rather than partnership law. LLPA 2000 makes clear that, save as expressly provided in that Act or in regulations made under it, partnership law does not apply to an LLP. LLPA 2000...

This Practice Note outlines the core principles for working out limitation periods set by the Limitation Act 1980 ( LA 1980). Key steps From a claimant’s standpoint, limitation reviews are commonly triggered by variations of these questions: when does the limitation period come to an end? what is the last date for issuing the claim at court? To address these points, you must first carefully identify: every potential defendant, and each viable cause of action arising from the facts of your dispute For guidance and links to materials to help with this process, see: Starting a claim or counterclaim—overview. From a defendant’s perspective, you may need to consider whether, or when, a claim is statute-barred and the scope for advancing a limitation defence. The same steps apply when advising on limitation......

A light touch administration A light touch administration describes an administration in which directors retain limited authority to run the company while the administrators take a restrained, supervisory approach. Directors continue to assume certain managerial responsibilities, carrying out the administrators’ directions and, within defined limits, making some management decisions themselves under restriction. Under paragraph 64(1) of Schedule B1 to the Insolvency Act 1986 ( IA 1986), directors must not exercise management powers without the administrator’s consent. In a light touch arrangement, the administrator gives general or specific consent for the existing directors to keep managing the company under their oversight, and creditor approval is not required. Administrators can appoint and remove directors ( IA 1986, Sch B1, para 61). This approach is generally suited to circumstances where the administrators consider the company can be rescued as a going concern, reflecting the objective in IA 1986, Sch B1, para...

A– B | C– D | E– H | I– N | Q– V. Officinal formula Some medicinal products are exempt from the rule that an MA must be secured before marketing. An MA is unnecessary for medicines prepared within a pharmacy, in line with a pharmacopoeial prescription, which are intended for direct supply to patients served by that pharmacy. This is referred to as the officinal formula. See also: Magistral formula Practice Note: Unlicensed medicinal products and off-label use of medicinal products— Exemptions under Article 3 of the Pharmaceutical Code and equivalent provisions of the Medicines Act 1968 and Human Medicines Regulations 2012 Off-label The deliberate use of an authorised medicinal product outside the conditions of its MA (for example, a different indication, an alternative dose, or in another patient population). For medical devices, use is off-label where the device is employed in a manner other than that set...

A– B | C– D | I– N | O– P | Q– V. Early access to medicines scheme Through the early access to medicines scheme ( EAMS), the Medicines and Healthcare products Regulatory Agency ( MHRA) permits patients with life‑threatening or seriously disabling conditions to obtain medicines that do not yet possess a marketing authorisation ( MA) (or are not authorised for that use) where there is a clear and evident unmet medical need. For further details, consult Practice Notes: UK marketing authorisations for medicinal products— Early access to medicines scheme ( EAMS)—exemption, and Unlicensed medicinal products and off‑label use of medicinal products— Early access to medicines scheme ( EAMS)— UK regime, plus MHRA guidance: Apply for the early access to medicines scheme ( EAMS). EFPIA Code The EFPIA Code is a set of industry self‑regulatory ethical standards that govern the promotion of...

A– B | C– D | E– H | I– N | O– P. Qualified person ( QP) The qualified person ( QP) must confirm that every batch of medicinal products is manufactured and checked in line with UK or EU Member State law and in keeping with the marketing authorisation ( MA) terms. See also: batch release marketing authorisation ( MA) medicinal product Practice Note: Manufacturing of medicinal products for human use Qualified person for pharmacovigilance ( QPPV) A qualified person for pharmacovigilance ( QPPV) is the individual who, by law, holds personal responsibility for the safety of a human medicinal product. See also: adverse reaction marketing authorisation ( MA) medicinal product Practice Note: Pharmacovigilance Rare disease See: orphan medicinal product ( OMP)......

This Practice Note looks at product liability in the life sciences sector It centres on the strict liability framework in Directive 85/374/ EEC (the Product Liability Directive ( PLD)), its update by Directive ( EU) 2024/2853 taking effect from December 2026, and the Consumer Protection Act 1987 ( CPA 1987), and explores how these interact with the pharmaceutical and medical devices regulatory regimes. The proposed EU AI Liability Directive ( AILD) and its implications are addressed. The Note outlines the statutory elements for establishing liability for defective products, the statutory defences available, and the forms of redress open to an injured party. It further examines responsibility arising from off‑label use of medicines and medical devices, and liability issues in the context of clinical trials. The UK’s product liability architecture predominantly originates in EU law. Numerous EU-derived principles and obligations have been carried over into UK...

The life sciences arena sees substantial, high-value merger and acquisition ( M& A) activity. This Practice Note outlines the factors fuelling deal flow and highlights the principal issues legal counsel should consider when advising parties to such transactions. For these purposes, the life sciences sector is taken to include pharmaceuticals, health-focused biotechnology products and medical devices. This Note concentrates on issues that recur in life sciences M& A and on matters that typically carry more significance here than in other industries. Industry-specific considerations shape almost every element of a life sciences M& A transaction, including: due diligence structuring the deal consideration the purchase agreement transition arrangements Before examining these aspects, it is useful to reflect on the elements that have supported robust deal activity in the industry in recent years. Drivers of M& A...

New starter guide This introductory guide sets out the Life Sciences practice area, the legislative and regulatory architecture governing the sector, and the range of matters life sciences lawyers handle. It is designed for trainee solicitors and newcomers to the field. It includes: An overview of the life sciences sector Life sciences glossary What do life sciences lawyers do? Core topics in life sciences Q& As Further reading materials Key external links for life sciences lawyers The guide is intended to help you get the best from Lexis®+ UK life sciences resources by showing you how to locate them, register for daily and weekly news alerts, access Q& As and submit a question to the Lexis Ask team. If something is not addressed by this basic guide, use the Topics tab or Topics dropdown to explore...

Defining life insurance trusts A life insurance trust commonly takes one of two routes: an assignment of an insurance policy alongside a declaration of trust, or establishing a trust that contains an express assignment of the policy Reasons to consider using a life insurance trust The principal motives are to ensure that: the policy proceeds are excluded from the deceased’s estate the funds are accessible before a grant of representation to the life assured’s estate Structure Where a trust is set up with an express assignment of the policy, the typical arrangement is that: the insurance policy is assigned into a trust the terms governing how the trustees hold the trust assets are specified the trustees are conferred overriding powers there is an ultimate trust Assignment An appropriate clause assigning the insurance policy could read, for example: ‘2 Assignment The Settlor, as...

Overview of the use of life insurance in estate planning Life insurance—also called life assurance—often plays a significant role in estate planning. This Practice Note outlines the principal policy types offered in the market, examines how they can support an estate plan, and reviews the key tax implications. A central difficulty in many estates is finding cash to settle the inheritance tax ( IHT) that arises on death where no spousal exemption is available and the estate is made up, to a meaningful degree, of hard‑to‑realise assets. These can include land, shares in a business that may fail to attract business property relief, and chattels, for example works of art that fall outside the conditional exemption regime. Although IHT instalment property relief can, for illiquid assets, allow the liability to be spread over ten years with interest charged, the obligation to pay IHT...

This Practice Note outlines the application, purpose, content and framework of the Licensing Act 2003 ( LA 2003) as it applies in England and Wales. The requirement for authorisation LA 2003 makes it a criminal offence to carry out, or to attempt to carry out, any licensable activity on or from premises without the requisite authorisation. On summary conviction, the maximum sanction is: imprisonment for up to six months an unlimited fine or both See Practice Notes: Summary of offences under the Licensing Act 2003 and Children and alcohol offences under the Licensing Act 2003. Licensing authorities The duty to grant and review premises licences sits with the relevant licensing authority, being the local authority for the area in question. Each licensing authority must form a licensing committee of not fewer than ten and not more than fifteen members of the authority, with...

This Practice Note explains the law and procedure concerning the obligations and responsibilities of a licensing authority under the Licensing Act 2003 ( LA 2003). It sets out the need for a licensing authority to create a licensing committee to discharge its licensing functions, together with the discretion for that committee to appoint one or more sub-committees so as to delegate the majority of those licensing functions. It also includes practical advice on best practice for licensing committees and/or sub-committees on planning and running hearings, and on avoiding common pitfalls encountered in practice. A licensing authority should be well versed in LA 2003 as interpreted by the courts, the relevant regulations made under LA 2003, the statutory guidance, and its own statement of licensing policy. It must likewise observe and adhere to the rules of natural justice; particularly for hearings, where it must act: ...

This Practice Note outlines three types of conditions that may apply to a premises licence under the Licensing Act 2003 ( LA 2003): mandatory, proposed and imposed. It explains these in detail, and highlights conditions that are not permitted. Types of conditions LA 2003 permits conditions to be attached to a premises licence or a club premises certificate in three situations, namely: mandatory conditions — conditions that must be included on a premises licence or club premises certificate in the circumstances specified; proposed conditions — including conditions suggested by an applicant or the holder of a premises licence or club premises certificate, and those regarded as consistent with the operating schedule accompanying an application; and imposed conditions — conditions the licensing authority considers appropriate for promoting the licensing objectives, after receipt and consideration of relevant...

This Practice Note addresses how to deal with an application for a licence to underlet the premises demised by a commercial lease (ie a lease management transaction). It explains when and why a tenant seeks consent to underlet, alongside the commercial motivations of both landlord and tenant. It also provides an overview of the transaction steps and guides you through the principal legal and commercial considerations. A tenant’s lease sets the parameters for disposing of the premises by granting an underlease. For guidance on negotiating an underletting clause in a lease, see Practice Note: Negotiation guide—alienation clauses—commercial leases. Understanding the commercial context—background and key concerns Almost without exception, commercial leases include some form of restrictions and conditions on a tenant’s ability to underlet. See ‘ Is landlord’s consent required to the underletting?’ below. Tenant—key commercial drivers and issues A tenant may apply to underlet at any point during the term of...

Application for a licence for alterations under an existing commercial lease This Practice Note addresses how to handle an application for a licence to carry out alterations under an existing commercial lease (eg as a lease management transaction). It explains when and why a tenant seeks consent to undertake works, together with the commercial motivations on both sides for landlord and tenant, where relevant. It then outlines the transaction pathway and guides you through the principal legal and commercial issues in practice. A tenant’s lease determines the extent to which the tenant may alter the demised premises in detail. For guidance on negotiating an alterations clause in a lease, see Practice Note: Negotiation guide—alterations clause—commercial leases. This Practice Note does not deal with the additional considerations that apply to alterations to an existing higher-risk building (eg subject to certain exclusions, a building that is over 18...

ARCHIVED : This Practice Note has been archived and is not maintained . This Practice Note offers: context on moving away from the London Interbank Offered Rate ( LIBOR) and other Interbank Offered Rates ( IBORs) towards risk-free rates ( RFRs) (so called as they indicate minimal credit risk—see glossary definition below) clarification of key terminology relating to the shift to RFRs a table identifying the RFR chosen for each LIBOR currency and the priorities of the relevant Working Group an outline of LIBOR contractual fallbacks details of issues particular to the loan market arising from the transition to RFRs details of issues particular to the derivatives market arising from the transition to RFRs details of issues particular to the debt capital markets arising from the transition to RFRs an update on the current position of EURO...