Legal Practice Notes

The overwhelming bulk of derivative transactions rely on standard-form documentation produced and issued by the International Swaps and Derivatives Association, Inc. ( ISDA). A confirmation records the commercial terms agreed for a specific transaction. This Practice Note sets out: where confirmations sit within the ISDA documentation framework why confirmations are used and the details they include the documents that make up a confirmation, and the legal consequences of confirmations Confirmations and the ISDA documentation framework ISDA documentation framework The ISDA documentation framework for derivatives comprises layers of documentation......

What does this Practice Note cover? This Practice Note summarises the successor provisions in the 2014 ISDA Credit Derivatives Definitions (the 2014 Definitions). It sets out how a successor is identified, including what counts as relevant obligations, the role and actions of the calculation agent and the ISDA Determinations Committee ( DC), and which documents must be reviewed to confirm a successor. What are successors? ‘ Reference entity’ is defined in Section 2.1 of the 2014 Definitions as the entity stated in the confirmation together with any successor. A reference entity is fundamental to the value of a credit derivative transaction (see What are credit derivatives?— What is a credit derivative? for an explanation of a reference entity) and, therefore, if that entity changes (through merger, acquisition, or similar event), the value of the transaction may alter because the credit standing of the new...

Background This Practice Note explores the law of irritancy within the sphere of commercial leases in Scotland. It examines the distinction between legal and conventional irritancies, the procedure for exercising irritancy, available defences, and the consequences for sub-leases and charge-holders. It does not cover: human rights challenges to irritancy the interaction of irritancy with the corporate insolvency regime irritancy in the context of residential property, see Practice Note: Residential tenancies in Scotland—bringing to an end irritancy in the context of agricultural property, see Practice Note: Irritancy of agricultural tenancies in Scotland Irritancy is a landlord’s remedy that permits termination of a lease following a tenant’s breach. It is equivalent to the English remedy of forfeiture. An irritancy may arise by operation of law or be conventional. Legal irritancy An irritancy arising by law is known as a legal irritancy. Under Scots common law, the sole recognised legal irritancy is for...

Irrevocable commitments— Setting the scene This Resource Note explores the treatment of irrevocable commitments under the City Code on Takeovers and Mergers (the Code). It flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to provide practical assistance on interpreting the expression. Code and Lexis+® UK resources Content included in this Resource Note comprises: Notes to the Code, which elaborate on the intended approach to implementing the Rules, plus Appendices addressing specific matters Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) offering informal guidance on how the Executive typically reads and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code Committee Annual Reports released by the Panel discussing general themes ( Annual...

Mis-selling interest rate hedging products—a guide for R& I lawyers Introduction Before September 2008, numerous small and medium-sized enterprises ( SMEs) entered into interest rate hedging products ( IRHPs) to accompany borrowing agreed with major financial institutions. After the collapse of Lehman Brothers and the subsequent financial crisis, many found themselves either tied to swaps they did not need or facing far higher-than-envisaged costs to terminate these products. The core aim of IRHPs was to provide protection against movements in interest rates. Broadly, they comprised the following: swaps—which fix the interest rate at a pre-agreed level caps—which place a ceiling on any rise in interest rates collars—which confine rate movements within a specified range structured collars—which also confine rate movements within a specified range, but may include terms whereby, if the reference rate falls below the lower bound, the...

This table sets out all concluded probes by Ireland’s competition authority (the Competition and Consumer Protection Commission— CCPC) into suspected cartels, anti-competitive arrangements and abuses of dominance ( Articles 101/102 TFEU and domestic counterparts) since 2015. Note—only matters placed in the public domain appear in this table. 2025 Investigations under Article 101 TFEU/ Section 4 of the Competition Act 2002 The CCPC issued no decisions under Article 101/section 4 in 2025. 2025 Investigations under Article 102 TFEU/ Sections 5-7 of the Competition Act 2002 The CCPC issued no decisions under Article 102 TFEU/section 5 in 2025. 2024 Investigations under Article 101 TFEU/ Section 4 of the Competition Act 2002 Case name, companies under investigation and industry Issues Developments The CCPC issued no decisions under Article 101/section 4 in 2024. 2024 Investigations under Article 102 TFEU/ Sections 5-7 of the Competition Act 2002 Case name,...

Loan market and developments Kindly give a short synopsis of the current position of the loan markets in your jurisdiction and any material recent shifts. Ireland’s retail banking landscape now centres on three principal institutions— AIB, Bank of Ireland and Permanent TSB—following the departures of KBC and Ulster Bank in 2022. Alongside them, various non-bank lenders are active in the Irish arena. Some hold Central Bank of Ireland ( CBI) authorisation as retail credit firms, as they provide credit to individuals; others are authorised by the CBI as credit servicing firms. For the Irish credit servicing regime, in-scope credit agreements include those with individuals (with limited exceptions) and, where a loan was originated by a regulated financial services provider ( RFSP) and subsequently sold, lending to a small or medium-sized enterprise. In 2024, domestic banks increased overall lending to Irish...

Banking regulation— Ireland— Q& A guide This Practice Note sets out a jurisdiction-specific Q& A on banking regulation in Ireland, published within the Lexology Getting the Deal Through series by Law Business Research (law stated at 2 February 2023). Authors: Dillon Eustace LLP— Keith Robinson; Alex Kennedy. 1. What are the principal governmental and regulatory policies that govern the banking sector? The Central Bank of Ireland ( CBI) is the primary state authority overseeing regulation of the Irish banking sector. Its mission is to uphold monetary and financial stability, ensuring the financial system functions in the interests of consumers and the wider economy. The CBI’s statutory aims cover: maintaining price stability; safeguarding the stability of the financial system as a whole; resolving financial difficulties in banks and other regulated entities; achieving proper and effective regulation of financial service providers and markets, with consumer protection to the fore;...

Updated in October 2024 Introduction Ireland is regularly placed among the world’s leading destinations for setting up international operations. The country has drawn many of the globe’s largest enterprises to base activities here, spanning global technology, pharmaceuticals, biosciences, manufacturing and financial industries. Ireland’s pull as a business hub stems from the pro-investment stance of successive Irish governments, EU membership, a highly favourable rate of corporation tax, and a talented, adaptable labour force. Together, these and other elements make Ireland a compelling choice for foreign direct investment. Following the UK’s departure from the EU on 1 January 2020, and the end of the transition phase on 31 December 2020 that had kept the UK within the customs union and single market, Ireland’s role as an English-speaking gateway to one of the planet’s largest markets has grown in importance. Several organisations have already...

A conversation with Thomas Calvert, partner, and Aro Omar, senior associate, on key issues on merger control in Iraq. 1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Iraq? The Competition and Antitrust Law No. 14 of 2010 ( CAL) stands as Iraq’s core framework for competition and antitrust. Its remit is to organise market competition and deter monopolistic behaviour harmful to participants in the Iraqi marketplace. As for recent movement, it is understood that the Council of Competition and Antitrust Affairs (the Council) was formed and held its first meeting on 10 July 2023. Article 4.1 of the CAL mandates the creation of the Council, identifying it as the principal state authority charged with implementing the CAL. Under Article 1.2, the Council...

1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Iran? The overall framework of competition law in Iran is chiefly set by Chapter 9 of the Law on the Implementation of General Policies of Principle 44 of the Constitution 2007 (the Law), entitled Facilitating Competition and Prohibiting Monopoly, covering Articles 43–84. Alongside this, an Implementing Directive for Articles 47, 48, and 49 (the Directive) has a direct bearing on merger control. Importantly, Article 2 of the Directive defines what constitutes a concentration and provides the test for determining whether a merger creates undue market concentration, which may warrant prohibition. This test sits at the heart of Iran’s merger control system. A landmark example is the Netbarg– Takhfifan merger, widely regarded as one of the most...

Small client off‑payroll regime As outlined in Practice Note: IR35—introduction, developments and key difficulties, the IR35 framework consists of two principal elements. As detailed in Practice Note: IR35—the small client off‑payroll regime, the part of IR35 described as the ‘small client off‑payroll regime’ applies in practice where an individual supplies services to an end client through an intermediary, for example a personal service company ( PSC) or a partnership, as appropriate to the engagement, in circumstances where the individual would otherwise be: for income tax, treated as an employee or office‑holder of the end client, and for National Insurance contributions ( NICs), treated as employed in employed earner’s employment by the end client For the avoidance of doubt, this does not apply where the end client is a public authority or a medium or large private entity with a UK connection (for which, see Practice Note:...

Practice Note: IR35—introduction, developments and key difficulties As outlined in Practice Note: IR35—introduction, developments and key difficulties, IR35 consists of two principal components in total, as further described. This Practice Note sets out and addresses the strand of the IR35 rules that applies when an individual worker supplies services to an end client via an intermediary—such as a personal service company ( PSC) or a partnership—in circumstances where the individual would otherwise: for income tax purposes, be treated as an employee or office-holder of the end client, and for National Insurance contributions ( NICs) purposes, be regarded as employed in employed earner’s employment by the end client except where the end client is, instead, a public authority or a medium or large private entity with a UK connection. Across this Practice Note, together with all other items within this subtopic, this is...

Background to the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) Driven by the coronavirus ( COVID-19) crisis and the need to cushion businesses from the impact of lockdown measures, the Corporate Insolvency and Governance Bill gained Royal Assent on 25 June 2020, becoming CIGA 2020. It built on the government’s 2016 consultation on reforming the UK’s insolvency framework, with the official response issued on 26 August 2018 (see News Analysis: Exploring the government’s response to the insolvency and corporate governance consultation). Among its changes, CIGA 2020 inserted fresh provisions into the Insolvency Act 1986 ( IA 1986) to protect continuity of essential supplies and to curb insolvency‑triggered termination rights in contracts (the so-called ‘ipso facto’ clauses). For a summary of CIGA 2020, see News Analysis: Corporate Insolvency and Governance Act 2020. What are ipso facto clauses? Where a company enters an...

Intellectual property rights ( IPR) can frequently become flashpoints and areas of dispute in outsourcing contract discussions and negotiations. Questions typically centre on the ownership and the licensing of rights, and also on the warranties and indemnities that each party seeks from the other concerning their authority to supply IPR (or provide access to it). This Practice Note addresses the following: Is intellectual property core to the deal? Categories of IPR in outsourcing arrangements Background IPR Foreground IPR Open source software New technologies including artificial intelligence ( AI) and robotic process automation ( RPA) Warranties and indemnities Handling of IPR on exit For illustrative clauses on IPR in outsourcing, refer to clause 29 in Precedent: Outsourcing agreement—long form. For a template IPR indemnity clause, see Precedents: Third party intellectual property rights indemnity...

The Investigatory Powers Act 2016 ( IPA 2016) The IPA 2016 establishes the statutory framework regulating covert surveillance by public authorities, superseding what had previously been largely—though not entirely—set out in the Regulation of Investigatory Powers Act 2000 ( RIPA 2000). In May 2021, the Grand Chamber of the European Court of Human Rights delivered its judgment in Big Brother Watch v UK, addressing the historic reliance on RIPA 2000 to authorise bulk interception operations. The Grand Chamber accepted that bulk interception and international data sharing can be necessary in a democratic society, while urging a range of safeguards—such as independent authorisation and protections for confidential material—which are now, for the most part, reflected in the IPA. See News Analysis: Another blow for UK’s intelligence gathering regime ( Big Brother Watch and others v the United Kingdom). Where those safeguards required...

IP disputes arise where one side—typically the claimant in this note—asserts that its patent has been infringed, while the defendant contests the patent’s validity. These matters are commonly resolved through settlement, yet such arrangements can themselves fall foul of Article 101(1) TFEU. The European Commission (the Commission) has provided guidance addressing this point. NOTE— Although the Brexit transition period ended on 31 December 2020, this Practice Note continues to cite EU and UK competition law side by side. That is because, even though UK regulators and courts may now depart from EU jurisprudence, any divergence between the two systems is expected to be incremental and progressive, as such, over time, since: (i) the UK competition framework is strongly grounded in concepts honed and refined over many years in EU case law (concepts which the UK courts were required to apply in harmony with UK...

Introduction This Practice Note outlines several key IP matters to think about when establishing a joint venture ( JV) by parties planning such an arrangement. It addresses the situation where two organisations (parent companies) create a JV as a separate legal body (eg a company or limited liability partnership) that they co-own that vehicle together. It does not cover the IP questions arising in contractual collaborations (where there is no separate entity) in any detail. IP considerations vary markedly for contractual collaborations by comparison. Life cycle of a joint venture It is especially crucial to assess IP concerns throughout all three stages of a JV’s existence from start to finish: at its formation during its lifetime, and when it comes to an end Parent companies should settle how to manage these points before starting the JV, to minimise the chance of disputes later on...

The luxury goods sector In the luxury goods arena, intellectual property rights are vital for every business to safeguard innovation and to establish a presence as a brand in the marketplace. As a rule, IP rights operate across sectors in the same way, and companies in widely differing industries can secure IP protection. Although the core tests for securing and enforcing IP rights are largely consistent, luxury goods may benefit from a heightened degree of protection where courts acknowledge the cachet and reputation attached to such brands, and the harm that counterfeit or infringing activity can inflict on that carefully earned stature. Defining what sets a ‘luxury’ brand apart from ‘ordinary’ branded goods is not at all straightforward. Courts have examined matters across various IP rights involving so‑called ‘luxury’ brands, yet no formal judicial definition exists, despite repeated...

This Practice Note concentrates on the IP rights aspects of share purchase deals, together with wider matters that frequently arise in the course of a share acquisition. It is written chiefly from the buyer’s viewpoint, while flagging considerations for the seller where appropriate. For a fuller checklist of points to review, see: Share purchase transactions— IP issues—checklist. The Note addresses situations involving the purchase of shares in a company with valuable IP assets, rather than the acquisition of shares in a technology, software or web-based business (where IP underpins the business and would call for a more extensive suite of IP-specific enquiries and protections) Share purchase or asset purchase? In many respects, the process and the issues to weigh up are similar whether acquiring shares or assets. Important distinctions are highlighted, where relevant, below. In simple terms, a share purchase entails acquiring a...