Legal Practice Notes

Japan offers a transparent, dependable pathway for parties aiming to enforce arbitral awards. Its legislation reflects global best practice, and the courts typically take a pro-arbitration approach when dealing with enforcement. Legal framework for arbitration award enforcement in Japan Applicable laws and Conventions Japan is a member State of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention), having acceded on 20 June 1961. This early accession underscores Japan’s enduring arbitration-friendly outlook. That said, Japan declared under Article I(3) that it applies the Convention solely to awards issued in other contracting States, thereby confining its effect to reciprocal recognition and enforcement. The Japan Arbitration Act ( JAA) ( Act No. 138 of 2003, as amended by Act No. 53 of 2023) governs every arbitration seated in Japan, domestic or international. The JAA incorporates the UNCITRAL Model Law, including the 2006...

2015: Key Restructuring & Insolvency cases [ Archived] This Practice Note is archived and no longer being maintained...

Trust drafting Testators often intend to incorporate a trust, or several trusts, within their Wills. Even where that is not intended, a trust can still come into being: Where a beneficiary is under 18 at the testator’s death and the testator does not wish the minor’s parent or guardian to issue a receipt on their behalf; a trust is required to hold the minor’s share until they attain 18 and are able to give a valid receipt. In these cases, it is usually better to set out the trust expressly in the Will to control its terms and the appointment of trustees. Where gifts are contingent, and a trust would allow the property to be managed until the contingency is fulfilled. Once the choice is made to include a testamentary trust, its structure must be settled. For instance, if the intention is to...

STOP PRESS Note that the President of the Family Division, Sir Andrew Mc Farlane, has released new guidance taking effect on 12 January 2026: President of the Family Division’s Guidance 2026 Non- Molestation Orders under the Family Law Act 1996 ( FLA 1996). It supersedes the Practice Guidance on non-molestation injunctions under FLA 1996 dated 14 July 2023 and features two annexes, a revised template for a non-molestation order under FLA 1996, s 42, and Form FL435 ( Response to a non-molestation order). In addition, the Family Justice Council has published Family Justice Council Best Practice Guidance for Practitioners on Making an application for a Protective Injunction under the Family Law Act 1996, which contains a Model Witness Statement with guidance notes at Annex 1. This Practice Note is in the process of being updated to take account of these...

FORTHCOMING CHANGE: Section 25 and Schedule 3 of the Employment Rights Act 2025 will cut the qualifying period for claims of unfair dismissal from two years to six months. This forthcoming change shortens the qualifying period accordingly. The anticipated implementation date for this reform is 1 January 2027. For additional information, refer to Practice Note: Employment Rights Act 2025—tracker. Ordinarily, the right not to be unfairly dismissed only accrues where, by the effective date of termination of employment, the individual has been in continuous employment for at least two years. There are, nonetheless, numerous exceptions to this rule. For guidance on the principles to apply when deciding whether an employee has the necessary qualifying period of continuous employment, see Practice Note: Continuity of employment. Effective date of termination When calculating continuous employment, the effective date of termination will differ depending on the particular...

This Practice Note offers a high-level overview of the principal strands of divergence between UK and EU consumer protection legislation that have emerged since the UK left the EU on 31 December 2020 ( IP Completion Day). It contrasts differences across the following areas: consumer information and cancellation rules, consumer saving schemes, dark patterns (ie harmful online choice architecture practices), enforcement, the sale of goods, the provision of services and digital content, subscription contracts, sustainability and unfair commercial practices. Background Consumer protection law in the UK stems partly from assimilated EU law and partly from UK-specific law. In many respects, Brexit had a more limited immediate effect on consumer protection because regulatory fragmentation already existed across EU Member States, and traders selling to consumers in the EU were used to taking account of particular requirements in...

Where a employee may have prospective claims against the employer under the Employment Rights Act 1996 ( ERA 1996) or other employment legislation, or might otherwise pursue a breach of contract claim, the parties can conclude a settlement agreement to terminate the employment on the terms specified in that document (although, on a limited number of occasions under employment law, certain claims cannot be compromised by a settlement agreement). Senior managers/shareholders can likewise execute settlement agreements if they depart when the employing business is sold. For a model settlement agreement (with drafting notes), see Precedents: Settlement agreement (employment) or Settlement agreement (employment) (short form). By agreeing a settlement, the employer gains assurance that the employee will not bring a future claim against the employer. Among other matters, the settlement agreement will address all sums and benefits due, or agreed, to be paid to the...

The rules concerning settlor‑interested trusts are anti‑avoidance measures designed to stop a settlor from sidestepping tax on assets they have not fully given away. This Practice Note primarily addresses the income tax position of settlor‑interested trusts, while also sketching the capital gains tax ( CGT) and inheritance tax ( IHT) implications. For an at‑a‑glance overview of their tax treatment, refer to the table in Practice Note: Taxation of trusts—summary of tax treatment of settlor interested trusts. Income tax—settlor interested trusts The principal rule under which income can be treated as the settlor’s own is set out in section 624 of the Income Tax ( Trading and Other Income) Act 2005 ( ITTOIA 2005), which HMRC includes within the ‘settlements legislation’ (also called the ‘settlements code’ or ‘settlor code’). This general rule is subject to specific exceptions (see ‘ Exceptions to the general rule’ below)....

Whether dealings amount to trading or investment fundamentally drives the correct tax analysis for land and property transactions. Unlike many assets, indeed more than most other assets, land can be held either as an investment (that is, a capital asset) or as trading stock. A taxpayer may acquire a property with a particular purpose, only for that purpose to alter over the course of ownership. This note explains the idea of a supervening trade and outlines the tax effects when land or property is appropriated to, or removed from, trading stock. In this note, CGT refers to both capital gains tax and corporation tax on chargeable gains. Supervening trade Land acquired as a capital asset or investment may later be developed or otherwise dealt with in such a way that it is then converted into the stock of a newly commenced trade—this is a...

Introduction This Practice Note considers how the obligation on certain bodies under Part 21A of the Companies Act 2006 ( CA 2006) to collect and deliver to Companies House details of their ‘persons of significant control’ ( PSCs) may affect lenders and secured creditors (together, finance parties). It opens with a high-level outline of the elements of the PSC regime most pertinent to a finance party’s viewpoint, before going on to provide: a synopsis of key considerations and risks for finance parties clarity on when a finance party could be brought within scope of the regime the implications for secured parties of a restrictions notice being served and ways to reduce those risks, and developments to keep under review Overview of the PSC regime This section offers a concise summary of the PSC regime, drawing attention to points of...

Key differences in the legal risk profile, compared to a direct property purchase In general, a person acquiring the shares in an SPV that owns UK property seeks to emulate the commercial position that would exist on a direct purchase of that property. Typically, property-related points are handled through replies to enquiries and the buyer’s own investigations, with any other issues dealt with separately via due diligence and the corporate documentation. Nevertheless, the risk profile of an SPV transaction is, unavoidably, quite different from that of buying the property directly. Two principal reasons explain this: on a direct purchase, the buyer can rely directly on property searches and the process of land registration to secure good title to the property, free of encumbrances. In an SPV share acquisition, those searches provide only indirect protection the purchaser of SPV shares will inherit, albeit...

This starter guide offers an overview of the Private Client practice area. It is designed for trainee solicitors, paralegals, and anyone new to Private Client work. It concentrates on core topics within Private Client law and signposts additional Lexis+® UK resources and materials that deliver more comprehensive detail. Newcomers to Private Client will also find the Overviews within each subtopic of the Private Client module helpful. These Overviews introduce each subtopic and link to pertinent content within it, aiding navigation of the area. For instance, see: Will drafting—overview and Inheritance tax ( IHT)—overview. If something is not covered here, try browsing our Private Client topic tree or using the search bar to locate further Private Client content. The guide also includes links to help you get the most from the Private Client materials, including how to subscribe to email alerts and how to contact the Lexis Ask...

This Practice Note offers a primer on the standard provisions you would expect in a straightforward facilities agreement used in leveraged acquisition finance. It outlines the likely funding sources for leveraged acquisitions, then highlights the principal respects in which a typical leveraged facilities agreement departs from a standard investment‑grade facilities agreement. It then walks through each section of a conventional senior leveraged finance facilities agreement. For an introductory guide to acquisition finance, see Practice Note: Introductory guide to acquisition finance, and for a glossary of commonly used terms and jargon, see the Glossary of acquisition finance terms and jargon. Sources of finance for leveraged acquisitions—impact on documentation Senior facilities represent just one of several potential funding routes for leveraged acquisitions; this section briefly surveys the available options. Acquisition finance transactions are typically structured with a blend of debt and equity. The debt element may...

Introduction Once a security interest has been properly created, it binds the security provider and the secured party. That said, it does not automatically bind others, such as a liquidator or administrator of the provider. In many situations, additional steps are needed to 'perfect' the security. Perfection is the process by which a security becomes enforceable against certain third parties (though not necessarily all). For guidance on which third parties may remain unaffected even after perfection, see The difference between perfection and priority below. There are several methods of perfection, and the appropriate approach for any given security interest depends on: the nature of the security interest granted the nature of the entity granting the security, and the nature of the asset which is secured For further explanation of the purpose of perfection and the available methods, see Practice Note: Perfecting...

The Acceptance in Lieu ( Ai L) scheme enables those who are liable to UK inheritance tax ( IHT) to settle that charge by offering heritage property as full or part payment of the IHT due. To qualify, the property must be regarded as pre-eminent for its national, scientific, historic or artistic importance, and both HMRC and the Secretary of State must approve the application. As with other heritage property reliefs, the intention of the Ai L scheme is to ensure that pre-eminent heritage assets remain in the UK for the public benefit, rather than being sold to private dealers and/or taken out of the country. What property may qualify for the Ai L scheme In line with the conditional exemption from IHT, the Ai L scheme requires that the heritage property meets the qualifying criteria and is designated as...

In the UK, particular relationships and close ties held by firms may sway how a business is managed, shape consumer outcomes, and hinder effective regulatory oversight. Consequently, the Financial Conduct Authority ( FCA) and the Prudential Regulation Authority ( PRA) exercise specific powers over close links to ensure financial services firms can be adequately supervised. A key impetus for the regime is curbing financial crime and market abuse... The UK close links regime This Practice Note outlines the UK close links regime, highlighting the threshold conditions that authorised firms with close links must meet so that they remain capable of effective supervision by the FCA and PRA, as well as the expectation that firms keep the FCA and/or PRA apprised of their close links on a continuing basis... The concept of ‘close links’ derives from Directive 95/26/ EC (the Post- BCCI Directive), introduced to lessen the...

This Practice Note examines how directors exercise power and authority to take decisions, either collectively as the board or via a committee. It also addresses the statutory duties owed when making those choices, and matters particular to groups with shared directors. For convening board meetings—notice, what notices must contain, and who attends—see Practice Note: Directors’ decision-making—convening board meetings. For usual meeting conduct—the chair’s function, quorum and voting, declaring interests, reviewing papers and debate—see Practice Note: Directors’ decision-making—conduct at board meetings. For post‑meeting steps—preparing board minutes and subsequent administrative requirements—see Practice Note: Directors’ decision-making—post board meeting formalities. For decisions made by written resolution and by sole directors—see Practice Note: Directors’ decision-making—written resolutions and decisions by sole directors. Power and authority to make decisions The directors of a company are responsible for its day‑to‑day management. Their authority derives from the company’s articles of...

The derivative contracts rules The derivative contracts regime determines how a company’s profits and losses arising from its derivative arrangements are taxed. The core provisions are contained in Part 7 of the Corporation Tax Act 2009 ( CTA 2009), which this Practice Note refers to simply as Part 7. Relevant secondary legislation also applies, in particular the regulations commonly called the ‘ Disregard Regs’ (the Loan Relationships and Derivative Contracts ( Disregard and Bringing into Account of Profits and Losses) Regulations 2004, SI 2004/3256). This Practice Note considers the entities involved, together with the categories of instruments and transactions that fall within the ambit of the derivative contracts regime. For rules on computation—covering how profits and losses on derivative contracts are calculated and brought into account for corporation tax—see Practice Note: Taxation of derivatives—the main rules......

Introduction This Practice Note sets out the principal UK tax and legal issues that can arise where an end user intends to provide shares, share options or other forms of equity to an individual in another jurisdiction who is engaged under an arrangement with an employer of record or a professional employer organisation. It looks at both perspectives: a UK end user offering equity to people overseas, and a non- UK end user granting equity to individuals situated in the UK. In every case, the particular rules and regimes of the relevant overseas territories must also be assessed. For a template that an end user can use to grant a share option to an individual engaged via an employer of record arrangement, see Precedent: Standalone unapproved share option agreement for a worker engaged via an employer of record. What is an employer of record...

What is the annual exemption? Each person (subject to certain exceptions—see below) is allowed an annual exempt amount when working out the taxable portion of their chargeable gains for the tax year for CGT purposes. This annual exempt amount is often referred to as the annual exemption. Any gains covered by the annual exemption are outside the scope of capital gains tax ( CGT). Tax-free amount For 2025–26, the CGT annual exemption is £3,000 for individuals, personal representatives ( PRs) and trustees of disabled persons. For all other trustees, the exemption stands at £1,500. For the current figure and those for recent years, see Practice Note: Key UK tax rates, thresholds and allowances for Private Client. No carry forward Any unused part of the annual exemption for a tax year is forfeited. It cannot be carried into a later year or passed to someone...