Legal Practice Notes

This Practice Note explores issues in multi-jurisdictional outsourcing, covering both offshore and nearshore models. Outsourced service delivery is a well‑established approach across most developed markets and is growing in developing economies. It examines matters specific to multinational or offshore arrangements, including: Initial considerations Deal structures Payment and invoicing Benchmarking Governing law Forum for resolving disputes Jurisdiction Operational issues Data protection Personnel Tax considerations Corruption, slavery and ethical issues Termination For an outsourcing contract designed for international use, see Precedent: Outsourcing agreement—long form. See also Precedent: Offshore IT outsourcing—training materials. For broader guidance on cross-border contracting, see International contracts—overview. For country-specific insight, see Doing business in key global jurisdictions—overview and Lexology Panoramic: Outsourcing. Initial considerations The expansion of international outsourcing has been enabled by suppliers building credible regional delivery centres that provide...

This Practice Note explores cost considerations that may arise in cross-border proceedings. Security for costs In litigation, the ordinary approach to costs is that the party who loses will be directed to pay the other side’s recoverable costs by the court. These liabilities can be sizeable, particularly where a claim has a foreign element that produces additional expenditure, for example travel, expert evidence on law, and similar items. A defendant might be confident about resisting the claim, yet still harbour concerns about the practical difficulties of recovering the costs allowed by any costs order made against the claimant. A security for costs order, an interim remedy, aims to reduce that risk by requiring the claimant to lodge money with the court, or provide another form of security, as a condition of being permitted to continue with the proceedings. As a general rule, the case is not stayed while such...

With appreciation to other contributors from Squire Patton Boggs’ offices across its global network. Cross-border JVs There is no universal model for creating cross-border joint ventures ( JVs) (that is, where one or more JV parties are based outside the UK and intend to form a JV outside the UK). Ultimately, the agreement’s terms must capture the parties’ commercial bargain. That said, the legal considerations outlined in this and the accompanying Practice Notes— Cross-border joint ventures—taxation and funding issues, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination (together, the Cross-border Joint Venture Practice Notes)—may influence both the jurisdiction selected for the JV entity and the commercial deal itself. These factors should therefore be reviewed at the earliest opportunity to give the JV the best chance of success. Even where a joint venture agreement ( JVA) is governed by a familiar law, such as English law,...

Introduction Alongside the formal frameworks of (i) the UNCITRAL Model Law on Cross- Border Insolvency (as implemented in England by the CBIR 2006, SI 2006/1030) and (ii) Regulation ( EU) 2015/848 (the EU Recast Regulation on Insolvency) operating between Member States, parties often opt to follow non-binding guidance to support cross-border restructurings and insolvencies, including: INSOL principles (2017) INSOL TW Guidelines ALI NAFTA Principles (2001) ALI/ III Co- Co Guidelines (2001) UNCITRAL Practice Guide (2009) Global Principles (2012) JIN Guidelines (2016) JIN Basic Guidelines (2025) These texts broadly mirror concepts in the EU Recast Regulation and the Model Law, reflecting the market view that swift, consensual and co-ordinated processes generally deliver stronger returns than fragmented, contested proceedings. England’s Chancery Guide (paras 21.90–21.91) encourages early consideration of adopting, with suitable modifications, one of the following for a...

With appreciation to additional contributors from Squire Patton Boggs’ offices throughout its global network. Cross-border JVs There is no universal template when putting together cross-border joint ventures ( JVs) (ie where one or more participants is located outside the UK and the JV vehicle is to be established overseas). Any agreement must, in the end, capture the parties’ commercial bargain. That said, many of the legal considerations outlined in this and the companion Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—taxation and funding issues and Cross-border joint ventures—termination can shape both the chosen jurisdiction for the JV entity and the commercial terms, and so ought to be addressed at the earliest stage to maximise the JV’s prospects. Even where a joint venture agreement ( JVA) is governed by a familiar system, such as English law, creating a cross-border JV can throw up...

For details on the tax and estate planning regimes of other jurisdictions, see: International Q& A guides— Private Client—overview. Conflict of laws and tax States use a wide range of bases to impose tax on individuals and assets, including common law domicile, deemed domicile, applicable law, civil law domicile, tax residence, habitual residence, nationality, or the situs of either the donor (or the deceased) on the one hand, or the donee (or heir or beneficiary) on the other. These variations can produce mismatches between the tax systems of separate jurisdictions, leading to some assets not being taxed at all, while others are taxed twice or even multiple times. For example: The UK taxes all UK‑situs assets and the worldwide assets of a person who dies with long‑term UK resident status for the purposes of section 6A of the Inheritance Tax Act 1984 ( IHTA 1984)—see Practice Note: IHT—the charge on...

This Practice Note signposts content on the correct execution of deeds and simple contracts when acting via a power of attorney and for overseas companies, including guidance on execution formalities across different jurisdictions, notaries, precedent clauses and Q& As. Execution formalities Overseas companies For guidance on the proper execution of documents by overseas companies in accordance with the Overseas Companies ( Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, see Practice Note: Execution formalities—overseas companies. For examples of execution......

UNCITRAL Model Law on enterprise groups: current status The UNCITRAL Model Law on enterprise groups ( MLEG) received approval from Working Group V ( UNCITRAL’s insolvency-focused working group) at its 54th session ( Vienna, 10–14 December 2018). The accompanying guide to enactment was agreed at the 55th session ( New York, 28–31 May 2019) and then transmitted to the United Nations Commission on International Trade Law (the Commission) for finalisation and adoption at the 53rd session ( New York, 6–17 July 2019) (refer to the official UNCITRAL report of the 52nd session). The Commission has approved and adopted all of the texts without any modification. States may implement the instrument in whole or in part, with or without amendments, so any applicable implementing legislation should be examined in detail. It does not operate automatically; it requires express, specific domestic enactment in each...

This Practice Note offers a perspective on the key factors and potential issues that may arise when managing documentary evidence and disclosure in cross-border litigation where a foreign law has influence and effect. For material covering all aspects and issues of foreign law, see: Applicable law—foreign law—overview. In addition to foreign law matters, the standard rules on disclosure will still apply and be relevant. For guidance, see: Disclosure—overview Disclosure Scheme ( Business & Property Courts)—overview Inspection—overview Specific disclosure and specific inspection—overview Privilege and without prejudice communications—overview Foreign laws and disclosure Whether disclosure is required, or inspection should be allowed, is determined by the lex fori, that is, the law of the jurisdiction in which the proceedings were started in that forum. This is because disclosure and inspection are procedural in character, as the Court of Appeal explained in Bank Mellat v HM Treasury (2019). For cases in the courts of...

This Practice Note outlines the initiatives underway in England and Wales, and across other jurisdictions, examining how private international law interacts with digital assets, sometimes called digital tokens. Rapid advances in digital technology have coincided with more disputes before the courts concerning digital assets, for example cryptocurrency and no-fungible tokens. Contractual terms may specify how questions such as jurisdiction or the governing law are to be resolved if a dispute arises within a digital asset. Where they do not, resolving these questions can be highly complex because of the asset’s characteristics and the difficulty of applying orthodox connecting factors, such as identifying the location of the asset. Work is being/has been undertaken to explore this field domestically in England and Wales and in the international sphere by various bodies, projects and consultations at different stages of development and...

Who is investigating? In today’s globalised marketplace, it is routine for several government authorities, spanning numerous jurisdictions, to probe the same behaviour. From the very start of any enquiry, thought should be given to which bodies are already engaged, and which may become engaged later on in future. Public agencies may, and frequently do, run parallel and/or co-ordinated probes with one another, both within and across jurisdictions. Accordingly, Mutual Legal Assistance ( MLA) treaties and Memoranda of Understanding equip US and UK enforcement bodies with formal mechanisms to seek co-operation from other nations. For broader guidance on MLA generally, consult the subtopic: Mutual legal assistance—overview......

This Practice Note summarises the issues raised in relation to the English law and EU choice of law rules relating to the voluntary assignment of receivables (also known as debts) in the context of receivables financing whether by way of an outright assignment or an assignment by way of security. For ease, this Practice Note considers only outright transfers, though the same analysis applies to security assignments. Historically, exposure to overseas debts has been limited through diversification, relatively modest receivable sizes and export debt concentration covenants. As receivables financiers expand cross-border and enter larger, more significant facilities, these traditional measures should be adjusted to guard against potentially material exposures to non- UK receivables. Assigning export debts carries hazards, the clearest being that, in a collect-out, a debtor may contest the effectiveness of the transfer. Between parties operating across borders, suitable local law advice is...

Taxation regime What factors determine tax liability in your jurisdiction (eg domicile, residence or citizenship)? In Croatia, tax liability is determined mainly by residence, whether permanent or habitual. Under the General Tax Act, permanent residence refers to the place of a person’s home that they have owned or possessed for no fewer than 183 days in one or two calendar years; actual occupation of that home is not required. Where an individual has permanent residence both in Croatia and abroad, it is presumed that they are resident in the country where their family lives, or the country from which they most often depart for work or where they predominantly stay. If the other country does not treat the individual as its tax resident, the presumption is that their residence is in Croatia. Habitual residence is the place where a person lives in...

This overview presents every concluded inquiry by Croatia’s competition authority (the Croatian Competition Agency— AZTN) into suspected cartels, anti-competitive arrangements and abuses of dominance ( Articles 101/102 TFEU and national counterparts) since 2018. Note—only investigations placed in the public domain are shown. 2024 Investigations under Article 101 TFEU/ Article 8–9 of the Croatian Competition Act Telecommunications — 6 undertakings (listed here) Issues: Restrictive agreement Developments: Infringement decision announced 18/12/2024; fines totalling EUR 1.17m imposed Investigations under Article 102 TFEU/ Article 12–14 of the Croatian Competition Act The AZTN issued no decisions under Article 102 TFEU/ Article 12–14 in 2024. 2023 Investigations under Article 101 TFEU/ Article 8–9 of the Croatian Competition Act The AZTN issued no decisions under Article 101 TFEU/ Article 8–9 in...

When turmoil strikes, expect intense pressure—to decide, to respond, and to satisfy internal leaders and, potentially, external stakeholders. You may feel stretched beyond your comfort zone, uncertain about reporting duties, what to disclose, to whom, when, and in what sequence. Your gut reaction might be to jump in and move at others’ pace, or, alternatively, to say little and adopt a strictly legal stance. This Practice Note sets out, at a high level, the essential considerations in any crisis. What is a crisis? a period of acute difficulty or danger a moment when a hard or significant choice must be taken For guidance on specific types of crises, see subtopics: Internal investigations Dawn raids & external investigations Data breaches—compliance Business continuity plan The first 12 hours The opening 12 hours of any crisis are decisive. Events move fast;...

When a crisis strikes, you’ll feel the strain—pressure to decide, to reply, from colleagues you report to and possibly from outside stakeholders too. You could be pushed beyond your comfort zone and uncertain about reporting duties: what to reveal, to whom, at what time, and in which sequence. Your gut reaction might be to leap in at once to meet others’ agendas or, alternatively, to fall silent and retreat to a strictly legal stance. This Practice Note sets out the pitfalls to watch for and how you can ready yourself for likely involvement in any crisis management exercise, with a focus on communicating effectively. What is a crisis? Unexpected and unwanted occurrences can affect an organisation at any moment. Occasionally there is advance notice (eg an industrial dispute or breakdown in your supply chain), though not inevitably. Natural catastrophes, pandemics, mishaps,...

ARCHIVED: This archived Practice Note provides background on the changes to criminal procedure that came into force on 2 April 2018. The Criminal Procedure Rules 2015, SI 2015/1490, have subsequently been amended. See Practice Note: The Criminal Procedure Rules. This Practice Note states the law as at 2 October 2018 and is no longer updated and is not maintained. It is supplied for background purposes only. The Criminal Procedure Rules 2015 ( Crim PR), SI 2015/1490, received their second update of 2018 via the Criminal Procedure ( Amendment No 2) Rules 2018, SI 2018/847. Those changes took effect on 1 October 2018. This Practice Note highlights the key additions and amendments to the Crim PR of which corporate crime practitioners should be aware. For information on the purpose and scope of the Crim PR, see Practice Note: The Criminal Procedure Rules. For...

ARCHIVED: This archived Practice Note offers background on the criminal procedure changes commencing on 13 November 2017. The Criminal Procedure Rules 2015, SI 2015/1490, have since been amended multiple times—see Practice Note: The Criminal Procedure Rules. It records the law as at 13 November 2017 and is not maintained; it is provided for context only. The Criminal Procedure Rules 2015 ( Crim PR), SI 2015/1490, were further revised by the Criminal Procedure ( Amendment No 4) Rules 2017, SI 2017/915, with effect from 13 November 2017. This Practice Note draws attention to the principal additions and amendments relevant to corporate crime practitioners. Note also that further Crim PR amendments took effect on 2 October 2017. For those key changes, see Practice Note: Criminal Procedure Rules ( Crim PR)—update August and October 2017 [ Archived]. For general purpose and scope, see Practice Note: The Criminal...

This Practice Note has been archived and is no longer updated. It sets out the key revisions to the Criminal Procedure Rules 2020, SI 2020/759 ( Crim PR) made by the Criminal Procedure ( Amendment) Rules 2022, SI 2022/45, which commenced on 4 April 2022. The Crim PR regulate practice and procedure in all criminal courts in England and Wales. The amendments cover: adjustments to the witness companions rule a new duty to serve a notice of prosecution on a parent or guardian clarification of the rules on committal for sentence the introduction of a deadline for submitting a written guilty plea fresh requirements for supplying jurors with written directions new provisions on costs applications in restraint or receivership proceedings and notice requirements for appeals affecting compensation or confiscation orders These changes took effect on 4 April 2022. For...

ARCHIVED: This archived Practice Note gives context on alterations to criminal procedure commencing on 10 August and 2 October 2017. Since then, the Criminal Procedure Rules 2015, SI 2015/1490, have been amended multiple times; see Practice Note: The Criminal Procedure Rules. This note reflects the position as at 2 October 2017 and is no longer updated; it is supplied for background only. The Criminal Procedure Rules 2015 ( Crim PR), SI 2015/1490, were also revised by the Criminal Procedure ( Amendment No 3) Rules 2017, SI 2017/755, with provisions coming into force on 10 August 2017 and 2 October 2017. This note pinpoints the principal changes to the Crim PR relevant to corporate crime practitioners. European Investigation Orders—in force 10 August 2017 Crim PR, SI 2015/1490, Pt 18, rr 7, 10(a), 10(u), 10(w) and 12. These rules establish the mechanism for securing or giving effect to...