Legal Practice Notes

FORTHCOMING DEVELOPMENT : Section 10 of the Finance Act 2022 will raise the normal minimum pension age ( NMPA) from 55 to 57 with effect from 6 April 2028, excluding members of the firefighters, police and armed forces public service pension schemes. The Finance Act 2022 will also confer on members of registered pension schemes a right to access benefits before age 57 where, on or before 4 November 2021, they either already held an ‘unqualified right’ to take benefits, or were part-way through a substantive transfer to a scheme that, on or before 4 November 2021, offered an unqualified right to a protected pension age below 57. To qualify for this new 2028 protection, the scheme’s rules must, as at 11 February 2021, have contained an unqualified right to take entitlement to scheme benefits before age 57. For more detail, see Practice Note:...

This Practice Note addresses the requirements under Part 6 of the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLRs) for those firms required to register with the Financial Conduct Authority ( FCA) for supervision under the MLRs as follows: Cryptoasset exchange operators and custodian wallet providers (collectively, Cryptoasset Businesses) Annex I financial institutions (eg firms carrying on activities including financial leasing, commercial lending—such as forfeiters and trade financiers—and safe custody services) Firms authorised by the FCA under FSMA 2000 that plan to carry out: Money Service Business ( MSB) activity Trust and Company Service Provider ( TCSP) activity These categories are defined within the MLRs; for fuller...

Where a company disposes of an intangible fixed asset ( IFA) that falls within the corporate intangible assets regime in Part 8 of the Corporation Tax Act 2009 ( CTA 2009), any gain or loss arising is recognised for corporation tax as, as appropriate, a credit or a debit. Amounts brought in under CTA 2009, Pt 8 are dealt with as income items, both for charge and relief. Consequently, the usual income/capital divide under general tax law is disapplied. Instead, a credit or debit on the realisation of an IFA is treated either (i) as a receipt or expense of a trade or of a property business, or (ii) where the IFA is not held for the purposes of a trade or property business, as a non-trading credit or a non-trading debit. For further detail on the taxation of IFAs, refer to...

Companies subject to corporation tax may set qualifying charitable donations ( QCDs) against total profits once all other reliefs have been claimed, except group relief and group relief for carried‑forward losses, allowing profits to be reduced to nil. Any surplus QCDs lapse unless the company has an investment business. Investment businesses may deduct management expenses from total profits, and this deduction must be taken before any other deductions from total profits. Unused management expenses can be carried forward to the next accounting period and set against that period’s total profits or, for losses arising on or after 1 April 2017, surrendered for group relief. Where there are excess QCDs, they can be carried forward as management expenses, but cannot be surrendered for group relief for carried‑forward losses. For accounting periods beginning on or after 1 April 2024, donations to non‑ UK...

Background As highlighted in Practice Note: Insurance business transfer schemes, the UK has long had a statutory framework for moving blocks of insurance business, first introduced by the Insurance Companies Act 1982 (now repealed). Today, such transfers are overseen and regulated by Part VII of the Financial Services and Markets Act 2000 ( FSMA 2000), which took effect in December 2001. Since the advent of FSMA 2000, Pt VII, UK banking businesses have also been capable of being transferred by an order of the court. Under a Part VII banking business transfer scheme, a bank may, provided specified conditions are satisfied, shift the whole of its undertaking or selected parts of it without needing to secure the consent of each individual customer......

Key issues in respect of privacy, confidentiality and publicity in the Court of Protection It is fundamental to the rule of law that justice is not merely delivered but plainly seen to be delivered by all. As a general rule, hearings should be open to the public and the media, save in exceptional circumstances, in order to respect Article 10 ECHR (freedom of expression). At the same time, both the common law and Article 6 ECHR (the right to a fair trial) allow hearings to depart from open court in cases concerning children and other vulnerable people. Until quite recently, the default position in family matters and in the Court of Protection was to sit in private, with only limited scope for reporting. Proceedings before the Court of Protection frequently involve the most intimate, fundamental and private issues, and there is a...

This Practice Note examines the ‘in writing’ requirement for arbitration agreements, concentrating on arrangements governed by the law of England and Wales (with England and English used as shorthand throughout this Note). It also surveys the issue from an international standpoint and also includes comparative examples drawn from various other jurisdictions worldwide. This Practice Note should be read alongside, and in conjunction with, the Practice Note: Arbitration agreements—definition, purpose and interpretation. An agreement in writing Under Part I of the Arbitration Act 1996 ( AA 1996)—mirroring the position in many jurisdictions internationally—an arbitration agreement must be recorded in writing; a purely oral arbitration agreement will not be enforced under the statutory framework and regime applicable by law. That said, the discussion below explains when an oral understanding may amount to an agreement ‘in writing’ for the purposes of the AA 1996 itself. The policy behind this is that the...

Note—to check whether notification thresholds in Tanzania and globally are met, please refer to: Where to Notify. 1. Have there been any recent developments regarding the Tanzanian merger control regime and are any updates/developments expected? Are there any other ‘hot’ merger control issues in Tanzania? The Fair Competition ( Amendment) Act No.13 of 2024 ( Amendment Act) was enacted on 3 September 2024 and took effect on 11 October 2024. It brings reforms intended to create a more responsive and competitive market. A key update is the Fair Competition Commission’s ( FCC) discretion to approve mergers on broader public interest grounds, including technological progress, greater efficiency, and strategic investment. Spurred by the Chalinze Cement case—which highlighted the tension between monopoly control and economic expansion—the new section 11A enables the FCC to assess further elements such as: Efficiency in resource allocation and technical...

This Practice Note This Practice Note sets out the actions to take for SDLT once it has been confirmed that a transaction is chargeable. For an explanation of what a land transaction is, what amounts to acquiring a chargeable interest, and when a chargeable transaction arises, see Practice Note: Land transactions, chargeable interests and chargeable transactions. For additional guidance on notifying land transactions, see Practice Note: SDLT—administration and compliance. From 1 April 2015, SDLT no longer applied to any land transaction involving interests in or over land in Scotland. From that date, land and buildings transaction tax ( LBTT) has applied to those transactions, subject to transitional provisions. As a result, references in this Practice Note to ‘ UK land’ or similar expressions, when considering the scope of SDLT, should be interpreted as excluding any interests in or over land in Scotland from 1 April 2015. For...

This Practice Note outlines the principal contrasts in how employment tribunals operate in Scotland compared with those in England and Wales. Now that oversight of Scottish employment tribunals has been devolved to Scotland, it is uncertain whether these distinctions will be consolidated and broadened in future... Statutory framework and constitution Although Scottish tribunals may proceed differently from those in England and Wales, the underlying statutory regime is identical. The structure and procedures of Scottish tribunals are set out in a single code: the Employment Tribunal Procedure Rules 2024 ( ET Rules 2024), SI 2024/1155. Before 2004, Scotland followed its own procedural rules. Given that this statutory scheme governs Scottish employment tribunals, the primary point of reference should be the ET Rules 2024, SI 2024/1155. Nevertheless, employment tribunals in Scotland have their own President, appointed by the Lord President of the ( Scottish) Court of...

Practice Note Produced in collaboration with Angharad Parry of Twenty Essex, this Practice Note is intended for use when identifying the governing law for contracts concluded between 17 December 2009 and 31 December 2020. For agreements made on other dates, the UK courts will apply an alternative applicable law regime. Which regime applies turns on the date the contract was concluded. For an overview of the regimes and how they interact, see Practice Note: Applicable law regimes. The Note sets out how Regulation ( EC) 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations ( Rome I) operates in practice. Within this Practice Note it is cited as Regulation ( EC) 593/2008, Rome I, or simply Rome I. It addresses the universal application rule ( Article 2) and the scope of the...

The third iteration of the Rehabilitation Code appeared in September 2015 and came into substantive effect on 1 December 2015. Reform of the Rehabilitation Code The 2007 Rehabilitation Code refined and streamlined the original Code launched in 1999. After the Jackson reforms, a working group was convened to scrutinise the 2007 Rehabilitation Code. Following that review, key features of the 2015 Code (the Code) include: This review followed the Jackson reforms. a dedicated section for lower‑value claims, meaning claims worth no more than £25,000 as defined within the Code for more serious injuries, rehabilitation case managers are urged to collaborate proactively with treating NHS clinicians as set out at para 2.7 publication of a Guide for Case Managers and commissioners alongside the Code to guide practice an addendum addressing claims in the Official Injury Claims ( OIC) portal for use within the...

Note— To verify whether notification thresholds in Poland and throughout the world are met, please see: Where to Notify. 1. Have there been any recent developments regarding the Polish merger control regime? What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Poland? The most recent significant changes to the Polish merger control framework took effect in 2015, introducing a two-stage process ( Phase 1 and Phase 2). In most instances, where there are no notable horizontal or vertical overlaps between the participating undertakings on the relevant markets, filings are concluded at Phase 1. Where transactions are more intricate or give rise to competition doubts, the Polish Competition Authority ( OCCP) may launch an in-depth Phase 2 investigation. The latest figures released by the OCCP, covering 2024, indicate that Phase 2...

Background to Crown’s immunity from development control In 1992, the government chose to phase out protections that had shielded departments and other Crown bodies from the ordinary procedures and obligations of planning control. The Planning and Compulsory Purchase Act 2004 later abolished the Crown’s historic immunity from planning control and, more broadly, from the planning regime. The Town and Country Planning Act 1990 ( TCPA 1990) and associated statutes now govern Crown development, albeit with certain special provisions. Government guidance In England, Planning Practice Guidance ( PPG) sets out government advice on planning matters concerning Crown land. The government has additionally issued a Collection of guidance on Crown Development and Urgent Crown Development applications and decisions, together with guidance on the terminology used when discussing Crown Development applications. In Wales, the Welsh government has produced a letter and a supporting memorandum on how the Planning Acts apply to the...

What are mines and minerals? Mines There is no single settled definition of the term ‘mine’. It is a protean expression (ie one that derives its sense from the context in which, or—as Lord Halsbury put it in Glasgow v Farie—the intention with which, it is employed). Particular statutes (eg the Mines and Quarries Act 1954, the Coal Industry Act 1994 ( CIA 1994), the Town and Country Planning ( General Permitted Development) Order 1995, SI 1995/418, and the Town and Country Planning ( General Permitted Development) Order 1995, SI 2015/596) may attribute ‘mine’ a specific meaning for the purposes of that enactment. Likewise, albeit infrequently, an instrument may define ‘mine’ for that instrument’s purposes. Where there is no express definition, the term ‘mine’ takes its sense from the accompanying words used in the relevant statute or document, and from the factual...

Prepared in collaboration with a partner and Zahrah Juman, legal executive, at the Mauritius office of global offshore law firm Appleby, covering key issues on merger control in Mauritius. Note—to check whether notification thresholds in Mauritius and worldwide are met, see: Where to Notify. Mauritius is also a COMESA member operating a supra-national merger control regime. 1. Have there been any recent developments regarding the Mauritian merger control regime and are any updates or developments expected in the coming year? Are there any other ‘hot’ merger control issues in Mauritius? No new legislation or major revisions are anticipated in the near term. Following the 2021 amendment to the Competition Act 2007 (the Act) introducing provisions (i) protecting the Competition Commission of Mauritius (the Commission) and its officers from liability and (ii) safeguarding informers, the Act was further amended in 2019 to provide that every person...

What is marshalling? In Re Bank of Credit and Commerce International SA ( No 8) (at [231]–[232]), Lord Hoffman characterised marshalling as an equitable device for resolving competing claims between two or more creditors of the same debtor. Where one creditor can resort to more than one security or fund, and another has access to only a single security, the latter gains an equity to insist that the former looks, as far as practicable, to the security or fund that is not available to the latter, or is treated as having done so... By way of illustration, suppose C1 and C2 are each owed £1m by a common debtor, D. To secure C1’s £1m, D grants C1 charges over two assets— Blackacre and Whiteacre—each worth £1m. C2’s protection, however, is limited to a charge over Whiteacre alone. If C1 satisfies its claim out of...

The claim and basis for it This claim arises where a living claimant has had their lifespan curtailed by the defendant’s negligence. The reduction in life expectancy is established by medical evidence, which identifies and measures the anticipated loss of life expectancy. The term ‘lost years’ denotes the time beyond death during which the claimant would otherwise have earned wages, drawn a pension, or received other financial benefit. Where a living claimant’s expected lifespan has been shortened through the defendant’s fault, they may recover damages for pecuniary loss, for example loss of earnings, both for the period they are likely to remain alive and for the ‘lost years’ they would have experienced but for the injury. Those damages are calculated after subtracting the claimant’s own living costs that would have been incurred during the lost years. The deduction for living expenses reflects the share of the...

What does this Practice Note cover? This Practice Note sets out a summary of certain requirements relevant to listing debt securities on the Luxembourg Stock Exchange ( Lux SE). It is not comprehensive guidance and does not cover matters concerning public offers of securities in Luxembourg. Listing debt securities on the Lux SE follows a five-step pathway, beginning with the choice of market and ending with the securities being effectively listed. Step 1— Choice of a market and eligible debt securities Lux SE market structure The Lux SE runs two distinct trading venues for the trading of securities: the EU-regulated market, known as the ‘ Luxembourg Stock Exchange’ ( Bourse de Luxembourg) (the Regulated Market); and the multilateral trading facility called the ‘ Euro MTF’ ( Euro MTF). The Regulated Market qualifies as a regulated market within the meaning of Directive 2014/65/ EU of 15 May 2014 on...

Financial covenants feature across many types of banking deal to monitor and assess the financial performance of the borrower company or group. This Practice Note outlines the role of financial covenants within leveraged finance. It covers: the meaning of financial covenants how financial covenants operate in leveraged finance transactions the covenant package typically used on a classic leveraged finance transaction the methods for testing financial covenants other applications of financial ratios, and equity cure, mulligan and deemed cure provisions See the Glossary of acquisition finance terms and jargon for definitions of certain expressions used in this Practice Note. What are financial covenants? Undertakings (also called ‘covenants’) are promises from the borrower (and sometimes other members of the borrower’s group) to the lender about carrying out, or refraining from, particular actions. Financial covenants are a distinct category of covenant or undertaking. They are commitments to achieve or maintain specified financial...