Legal Practice Notes

This Practice Note provides practical direction on the WTO’s legal framework as it relates to freeports. It outlines the key considerations arising under the Subsidies and Countervailing Measures Agreement, the Agreement on Trade-related Investment Measures, the Agreement on Trade Facilitation, and the General Agreement on Trade in Services. Introduction Expressions like freeports, special economic zones, free zones and free economic zones are commonly used to describe the same type of arrangement within a particular state. Although there is no single settled definition, these arrangements generally offer relief from customs duties and certain taxes (including import VAT) together with streamlined regulatory and bureaucratic compliance. Put differently, they are specifically designated areas where economic rules differ from those applicable across the rest of the country in which they sit. In the UK, these arrangements are known as freeports, and that terminology is adopted in this Practice...

Introduction Partnerships, whatever their scale, still wrestle with shaping partner pay frameworks that feel equitable, drive the right behaviours, and underpin strategic growth. The environment is ever more intricate, demanding, and unpredictable; volatility and uncertainty now set the agenda for leaders worldwide. As organisations change, so must the mechanisms used to assess and reward owners. What are the implications for the partnership model, and how do firms build resilience to survive and prosper in this landscape? This Practice Note reviews the present landscape of partner remuneration, flags new themes and innovations, and tests whether a partnership’s approach is future‑proofed. Evolution of partnerships Partnerships were once small, collegiate enterprises. Partners typically worked from a single office, split profits on an equal basis, and seldom moved on before retirement. Over the last three decades, the professionalisation and...

This Practice Note offers guidance on learning and development ( L& D) plans and includes the following key areas: what constitutes an L& D plan in practice applicable regulatory obligations and expectations the reasons an L& D plan is required the key components of an L& D plan budgeting and resourcing considerations templates for L& D plans and examples how the L& D plan fits the wider corporate context overall why L& D plans may fail how the L& D plan supports recruitment and the induction of new employees reviewing and tracking L& D plans effectively What is an L& D plan? An L& D plan sets out: what the legal team aims to accomplish, eg its goals and priorities the learning outcomes needed to help the legal team meet those goals, eg what...

A free and open source software ( FOSS) strategy and policy, supported by processes that ensure compliance, should form part of any well-structured business framework for risk management. Ideally, an organisation would establish its FOSS strategy and policy before any open source code is adopted. In practice, these are often drafted following a review of the current codebase (see Practice Note: Free and open source software—audits) and the realisation that FOSS is already in place, perhaps because suppliers have included FOSS within deliverables or internal developers have used FOSS components without properly recording their use. For an example, see Precedent: Free and open source software—policy. Why use FOSS? A FOSS strategy should also address the rationale for its adoption within the organisation. Frequently, cost savings are the primary consideration. Although most FOSS licences do not prevent charging for the software, code is commonly made...

This Practice Note is for law firms and sets out how to design and implement an effective personal development and appraisal framework. At its core, performance management relies on the employee–manager relationship, with both sides clear on what to deliver to meet personal objectives while contributing to the organisation’s overall aims. Why are appraisals important? A robust performance management approach concentrates on: aligning people with the business’s strategic priorities raising individual performance backing development and retention improving business outcomes recognising and celebrating strong performance Effective performance management enables everyone to grasp: the firm’s objectives how their role contributes to those goals the skills and competences needed to perform their role the standards of performance expected ways to improve and support the firm’s development how they are progressing when performance issues arise SRA...

The scope A first question is whether you aim to act within your team—large or small—or across a broader area, or even the whole organisation. Taking an organisation-wide route can mean more resource on tap, closer alignment between your team and others, and a chance for your team to be recognised for leading a significant, organisation-benefitting initiative. With the legal case for action, it also aligns with your obligations to the wider organisation. However, a whole-organisation initiative can introduce delay—you will need to bring others with you; some may feel it more properly sits in their remit, and seek control or, at the very least, a role in decision-making. That path should, ultimately, help secure wider buy-in, but it may come with delays and compromise. If you are a senior leader in the organisation, you have the chance to be the visible champion, using your...

This Practice Note sets out advice for shaping a persuasive strategy and ensuring it sits alongside and supports the wider business strategy, vision and culture. It explains who to involve, which tools to employ, and the form expected outcomes could take in practice. What is legal strategy and why does it matter? An in-house legal function needs a future-focused plan that brings its resources, capabilities and activities into line with the broader business strategy. A legal team strategy is separate from legal operations (the delivery of legal work), risk management (spotting and reducing legal risks), and compliance (meeting laws and regulations), yet it both draws on and influences those parts of the function. Three core factors frame why an in-house team requires a strategic management approach: Today’s business choices typically rely on advanced analysis of metrics—financial, risk, market and trend data—yet little of this exists to...

Designers play a pivotal part in delivering any project and exert considerable sway over how it develops, spanning the earliest architectural schemes and drawings right through to the ultimate selection of roofing materials. Because some degree of design typically features at every stage of a construction programme, the Construction ( Design and Management) Regulations 2015 (the ‘ Regulations’) accordingly impose duties on designers to avoid foreseeable risks to people engaged in constructing, maintaining and using the finished building. For details about the designer’s responsibilities within the dutyholder regime set out in the Building Regulations 2010, SI 2010/2214, Pt 2A, refer to Practice Note: Building regulations: the Dutyholders. Who is a designer? Under the Regulations, a designer means any organisation or individual who ‘prepares or modifies a design’ (or instructs, directs or arranges for another under their control to do so). The definition of 'design' in...

Introduction This guide provides swift access to Precedents relevant to design infringement, including a letter of claim and the principal statements of case needed to commence and conduct design infringement proceedings... Precedents Cease and desist letter— IP infringement See Precedent: Cease and desist letter— IP infringement. This Precedent is a concise cease and desist letter used as an opening move in disputes involving infringement of IP rights. It is drafted broadly so it can address breaches of any core IP rights, and is intended for use where the rights holder seeks a prompt resolution without progressing to further action. It is not a formal ‘letter of claim’; rather, it is an informal approach that omits proposed undertakings and aims to secure the recipient’s co-operation... Short-form first step in IP disputes Broadly framed for key IP rights Designed to resolve matters swiftly Not a formal letter of...

The question of who holds design responsibility, and how that risk is shared, sits at the core of all construction contracts. EPC arrangements parallel design and build in that they assign single-point responsibility for the supply of an asset. In essence, both models centralise accountability for the supply of the asset with one party. Yet, in a design and build setting, the scheme is typically produced by an independent engineer or architect, while the contractor may still carry limited responsibility—for example, in some jurisdictions it must alert the employer to defects in a third-party design. Under an EPC, and subject to the employer’s requirements and project-specific considerations, the contractor performs most of the project’s design and therefore assumes the greater part of the design risk. The core promise of an EPC is that the contractor hands over a complete facility to the...

Introduction This Practice Note explores design under the 1999 Red, Yellow and Silver Books, the 2008 Gold Book, and the 2010 Pink Book. For coverage of design in the 2017 Red, Yellow and Silver Books, see Practice Note: FIDIC contracts 2017—design. In the Yellow, Silver and Gold Books, the contractor undertakes the design to satisfy the employer’s requirements prepared by or for the employer, while in the Red and Pink Books the design is produced by or on behalf of the employer. The design is set out in the following: specifications and drawings ( Red and Pink Books) employer’s requirements together with the contractor’s proposals ( Yellow Book) employer’s requirements and the Tender ( Silver Book) employer’s requirements, the contractor’s proposals and operation management requirements ( Gold Book) Contractor design obligations under the Red and Pink Books FIDIC treats the Red and Pink Books as traditional...

The importance of design in development Design sits at the heart of the planning system for multiple reasons. It helps to deliver: high-quality place-making functional, usable proposals greater sustainability protection of an area’s local character active community engagement wellbeing within communities Giving design proper weight when preparing a planning application is essential in light of paragraph 139 of the National Planning Policy Framework ( NPPF), which makes clear that poorly designed development should be refused, particularly where it fails to reflect local design policies and government guidance on design, taking account of any local design guidance and supplementary planning documents such as design guides and codes—see ‘ LPA’s determination of planning application’ below. Design shapes every stage of the planning process, from policy and plan-making, through the determination of applications, to the post-approval phase. The principal policy and guidance on design in the planning system in England is found...

This Practice Note examines the design duties in the 2017 FIDIC suite ( Red, Yellow and Silver Books), touching on fitness of purpose and accountability for the Employer’s Requirements. For commentary on the 1999 editions of the Red, Yellow and Silver Books, and the Pink and Gold Books, see Practice Note: FIDIC contracts (pre-2017 editions)—design. In the Yellow and Silver Books, the Contractor undertakes the design to satisfy the Employer's Requirements, which are produced by or for the Employer; by contrast, under the Red Book the design is produced by or for the Employer. The design is set out in: the specifications and drawings (the Red Book) the Employer's Requirements and Contractor's proposals (the Yellow Book) the Employer's Requirements and Tender (the Silver Book) Contractor design obligations under the Red Book FIDIC treats the Red Book as a...

This Practice Note sets out the key questions to consider when using performance conditions in an employee incentive plan. It covers: what is a performance condition? why performance conditions are used what criteria should be met when setting performance conditions performance conditions and corporate governance typical performance conditions performance periods implementing the performance condition(s) how the performance plan is communicated and operated What is a performance condition? A performance condition is a pre‑determined requirement that must be satisfied before the award holder can realise value from an option or award, and is therefore most often tied to the vesting of the award or, as applicable, the ability to exercise the option. Performance conditions can concern various matters, but commonly relate to: the performance of the company as a whole the performance of part of the company or a...

The Building Safety Act 2022 ( BSA 2022) contains extensive provisions and paves the way for significant changes to the law on building safety. For an overview of the reforms introduced by BSA 2022 and its principal measures, see Practice Note: Building Safety Act 2022—key provisions and issues. Parts 3 and 4 of BSA 2022 establish the framework for a new regulatory system for ‘higher-risk buildings’ ( HRBs), meaning buildings that are at least 18 metres tall or have a minimum of seven storeys and contain at least two residential units. By amending the Building Act 1984 ( BA 1984), Part 3 allows the creation of a stringent building control regime applying to the design and construction of works to HRBs. Part 4 of BSA 2022 imposes extensive risk-management and reporting obligations on those responsible for occupied HRBs. Together, these measures are known as the HRB...

This Practice Note sets out what design and build (often called ‘ D& B’) procurement involves and explains why an employer may choose this route. It outlines how a construction project delivered under the design and build model is structured, the key points to weigh when deciding whether to proceed with this method—most notably design responsibility and the allocation of risk—and the potential advantages for the parties, in particular the employer, when compared with traditional procurement or other alternative approaches... What is design and build procurement? The contractual route an employer selects to procure a construction project is pivotal to cost-effectiveness, quality, overall project success and the employer’s satisfaction with the outcome. That decision will be shaped by: the time available for tendering and for completing the project the method of financing the developer’s expertise—see Practice Note: Choosing the right...

What is design and build? In its essence, design and build ( D& B): is a procurement route under which one organisation (the D& B contractor) takes responsibility for both the design and the construction stages of a scheme, and can give the employer a single point of contact and accountability, thereby lowering the employer’s risk. Whilst D& B places greater risk on the D& B contractor, this is dealt with through pricing overall What is D& B insurance and why is it needed?......

What is a design and access statement? A design and access statement ( DAS) is a succinct document that accompanies particular applications for planning permission and for listed building consent. It sets out the thinking and design principles behind the scheme, and explains how matters of access to and within the development have been addressed. Regulations prescribe specific components that every DAS must contain. As a tool, DASs give applicants and their design teams a structure to show their dedication to high-quality design and to securing accessibility within their schemes. They describe why the proposal is an appropriate response to its site and surroundings, and to statutory duties and policy requirements. A carefully prepared DAS can support decisions by helping local planning authorities ( LPAs) and consultees grasp the assessment that informed the scheme’s design. In principle, this should smooth...

The route a project sponsor selects to procure a construction scheme is pivotal to cost efficiency, quality, overall delivery success and the sponsor’s satisfaction with the final outcome. That decision is shaped by several factors, including: Time permitted for tendering and completing the works The chosen method of finance The construction contractor’s expertise What is a design and build contract? A sponsor may opt for a design and build approach to lessen the risks it carries. Design and build ( D& B) procurement is a widely used route for sponsors undertaking construction projects. For the sponsor, procuring via D& B provides a more unified delivery model than traditional procurement, which keeps design and construction separate (see Practice Note: Traditional procurement of construction contracts). Under D& B, the sponsor appoints a single main contractor under a D& B contract, and that...

This Practice Note This Practice Note reviews the derogations and exceptions relating to the Working Time Regulations 1998 ( WTR 1998), SI 1998/1833, which may, in practice, provide an employer with a defence to a working time claim... Roles with unmeasured working time (sometimes described as the managing executive exception), potentially covering managing executives or others with autonomous decision-making powers, family workers, and some workers officiating at religious ceremonies, where certain working time rights do not apply. Special case exemptions: workers a long way from home (including offshore workers), security or surveillance work, situations requiring continuity of service, a foreseeable surge of activity, accidents and ‘acts of god’, and certain railway workers. The exemption for particular shift workers and the requirement for compensatory rest and adequate rest when an exemption applies. The use of workforce or collective...