Legal Practice Notes

This Practice Note offers practical guidance on working out the amount of a subsidy that provides a benefit to the recipient. It also gives applied direction on government provision of equity, loans and guarantees, the provision of goods and services by government, and the government purchase of goods... Introduction The WTO’s Agreement on Subsidies and Countervailing Measures ( SCM Agreement) requires the investigating authority to establish first whether a subsidy exists before assessing if it causes material injury to the domestic industry. Under the SCM Agreement, a subsidy exists where: there is a financial contribution by a government or any public body that confers a benefit on the recipient In addition, the subsidy must be specific. Even where there is a financial contribution, it must still confer a benefit on the recipient. For further guidance, see Practice Note: An...

THIS PRACTICE NOTE APPLIES IN RELATION TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES Under sections 75 and 75A of the Pensions Act 1995 ( PA 1995), a statutory employer connected with a defined benefit occupational pension scheme must meet any deficit in the scheme’s funding upon the occurrence of certain events. A liability arising under them is known as a ‘section 75 debt’ or ‘employer debt’. The detailed operation of sections 75 and 75A is prescribed by the Occupational Pension Schemes ( Employer Debt) Regulations 2005, SI 2005/678 (the Employer Debt Regulations), while the Occupational Pension Schemes ( Deficiency on Winding Up etc) Regulations 1996, SI 1996/3128 can also be pertinent (see Calculating the section 75 debt: single-employer schemes, below). These statutory obligations concern funding deficits at key trigger points within schemes as above. For more on section 75 debts and events that can trigger them, see...

Introduction to nursing rates The material in this Practice Note is drawn from Butterworths Personal Injury Litigation Service ( BPILS). In its introduction to nursing rates it explains that the figures are intended to assist in calculating the expense of professional care or, more specifically, for services commonly provided by care workers or home carers, the worth of help given by relatives or friends. The Annual Survey of Hours and Earnings ( ASHE) from the Office for National Statistics ( ONS) offers current, though not entirely comprehensive, pay data for nurses, senior care workers and care workers/home carers. A further advantage is the inclusion of both regional and national data. These figures are reliable and easy to use, giving an appropriate foundation for a practitioner to estimate, in broad terms, the cost of securing private nursing care or home care or,...

This Practice Note outlines how awards for financial loss are determined in prohibited conduct claims under the Equality Act 2010 ( Eq A 2010). It addresses: the tortious approach to loss and issues of foreseeability application of the Ogden Tables the likelihood that the event (eg dismissal) would have occurred in any case ( Chagger v Abbey National) credit for sums already received and the sequence of deductions mitigation past and future loss stigma damage or stigma loss loss of earnings and loss of benefits References to ‘prohibited conduct claims’ include claims for discrimination and/or victimisation and/or harassment. For a summary of the remedies available, see Practice Note: Prohibited conduct claims: remedies overview. For guidance on calculating compensation generally, see Practice Note: Prohibited conduct claims: assessing...

CASE HUB (date of judgments—16/06/2016) See further: timeline, commentary and related/relevant cases Case facts ARCHIVED — this archived case hub reflects the position at the date of the decisions of 16 June 2016; it is no longer maintained. Outline Appeals were brought against the General Court’s judgments which, while slightly lowering the individual fine imposed on Evonik Degussa, essentially confirmed the Commission decision of 22 July 2009. That decision found infringements of Article 101 TFEU and Article 53 EEA and imposed penalties of €13.3m on SKW Stahl‑ Metallurgie and €3.7m on Evonik Degussa (reduced from €4.7m by the General Court), in connection with SKW Stahl‑ Metallurgie’s alleged role in a calcium carbide and magnesium cartel during 2004–2007 (“ Calcium carbide cartel”). On 16 June 2016, the Court of Justice dismissed the appeals in their entirety. The Evonik Degussa appeal is noteworthy as it provided another occasion to assess the rules on...

British Virgin Islands ( BVI) trusts law is set out in the Trustee Ordinance, Cap 303 (as amended) as revised from time to time, and the Virgin Islands Special Trusts Act 2003 (as amended) ( VISTA Law). A widely used application of trusts constituted under the VISTA Law ( VISTA Trusts) is the holding of shares, whether directly or indirectly, in companies undertaking trading activities. The prudent person rule Historically, and over many years, using trusts to own shares in trading companies has been significantly constrained by the common law duty of prudence concerning investments......

British Virgin Islands English law/equity Observed by the courts except where BVI statutes or case law provide otherwise. Constitutional status British Overseas Territory—self-governing within the Commonwealth. Principal trusts legislation Trustee Act 1961 (as amended) ( Trustee Act) Virgin Islands Special Trusts Act 2003 ( VISTA) Trustees’ Relief Act Recognition of Trusts Act ( Overseas Territories) Order 1987 Courts Independent courts and judiciary, with the Privy Council as the ultimate appellate court; part of the Eastern Caribbean Court System. Convention of 1 July 1985 on the Law Applicable to Trusts and on their Recognition ( Hague Trusts Convention) Its provisions are largely enacted, with many reinforced by BVI conflict-of-laws legislation. Cayman Islands English law/equity Applied by the courts except where altered by Cayman Islands legislation or case law. Constitutional status British Overseas Territory—self-governing member of the Commonwealth. Principal trusts legislation Trusts Act (2021 Revision) ( Trusts Act) Banks and Trust Companies Act (2013...

Internal rate of return ( IRR) Internal rate of return ( IRR) is the benchmark financial metric set by the British Private Equity & Venture Capital Association ( BVCA) for judging private equity outcomes and making comparisons across investments. IRR seeks to identify the break-even rate for an investment while recognising the time value of money, and is typically described as the discount rate that, when applied to a sequence of projected cashflows from a specific investment, results in the net present value of anticipated cash inflows (eg investments or loans to an investee company) being equal to the net present value of anticipated cash outflows (eg dividends or interest from the investee company or exit proceeds)... The formula 0 = P0 + P1/(1+IRR) + P2/(1+IRR)^2 + P3/(1+IRR)^3 + ... + Pn/(1+IRR)^n, where P0, P1, ... Pn represent the cashflows in periods 1, 2, ... n,...

This Practice Note sets out the principal stages of a buy-out, spanning the initiation of the sales process through to the syndication of the facilities. Commencing the sale process Once a seller chooses to dispose of a business, it commences the process by drafting an information memorandum ( IM) presenting comprehensive detail on the target company’s activities. This can include preparing a business plan in collaboration with management. The IM is then circulated to prospective purchasers. Before submitting an offer, a would-be buyer will typically: conduct preliminary due diligence on the target arrange debt finance to fund the acquisition secure the support of the current management team, or recruit and install a new team Where the sale proceeds by way of a management buy-out ( MBO), the management team will approach the seller with its...

Property often constitutes part of the assets of an insolvent company to be realised by an administrator, and it is frequently crucial to a would-be purchaser wishing to keep the business operating after completion. That said, a purchaser must appreciate that acquiring a property from an insolvent company involves several notable differences, and a distinct strategy is required from that used where the company is solvent. This Practice Note identifies the principal divergences between purchasing property from a solvent company and one in administration, predominantly in the leasehold arena, though many of the observations will likewise be relevant to freehold transactions. Difference in approach compared to a solvent seller of property Buying from an insolvent vendor necessitates a different approach than a transaction with a solvent seller, reflecting the particular context of administration and the nature of the assets being disposed of. Due diligence and...

This Practice Note presents an overview of strategy—what it is and why it matters—and points to factors that influence strategy for in-house lawyers. It also explains the fundamentals of several tools and techniques involved in crafting an effective strategy. By deepening your understanding of how strategies are developed, and by gaining clearer sight of your own company’s strategy, you can contribute more effectively to the business, with stronger appreciation of business decision-making. It will also help you determine where to place your priorities. For further guidance, see Practice Notes: Aligning the legal team to the business and Creating a compelling strategy for the in-house legal team. What do we mean by strategy? Lawyers like to begin by defining their terms. Every business management textbook offers a different definition of ‘objectives’ and ‘strategy’, but in this Practice Note: the term...

A range of employment law questions emerges when a business plans a reorganisation. These matters are both legal and practical, and this Practice Note explores each, alongside guidance on managing how they interact. It assumes the enterprise remains at the same location but operates under a different structure, rather than closing or moving, where redundancy would be the main focus (for which, see Practice Note: Definition of redundancy). In practice, employers may at times take calculated gambles by shortcutting applicable legal procedures, perhaps to save time or through a measure of reverse‑engineering to deliver a preferred outcome. However, this Practice Note proceeds on the basis that the organisation intends to follow a legally compliant course, while also setting out the legal and employee relations risks of taking an alternative route. Initial considerations The reorganisation initiative should, from the outset, be treated as one that could be...

National non-domestic rates ( NNDR) This Practice Note sits within a broader series on NNDR. It sets out the legislative framework for billing and recovery, explains the collection fund, and outlines transitional reliefs and exemptions operating within the system, addressing periods both before and after the pandemic. For more on other facets of the NNDR scheme, see the following Practice Notes: National non-domestic rates—valuation and appeals National non-domestic rates—business improvement district, business rate supplements and retention Liability for business rates Currently, local authorities collectively keep half of business rates income. The remainder is paid to central government, which then uses it to fund grants for local authorities. For the 2023–24 financial year, authorities project non-domestic rating income of £25.1bn—representing what they expect to collect after allowing for all reliefs, accounting adjustments and amounts retained outside the rates retention scheme. They also...

Practice Note This Practice Note introduces the national non-domestic rates ( NNDR), commonly known as business rates, that apply to non-domestic premises in England and Wales. It summarises the scheme’s background and sets out how valuations are carried out. It also describes how to review entries and, where appropriate, challenge a local list or lodge an appeal against determinations already made. Property rating has existed in one form or another since 1601. The present framework was principally created by the Local Government Finance Act 1988 ( LGFA 1988), and has since been amended......

Every field develops its own jargon or terminology, absorbed instinctively by people sharing comparable schooling and training. Regrettably, this shared code may become a hurdle for individuals who lack equivalent familiarity or understanding of that same knowledge......

Most law firms have rainmakers who stand out for their ability to win work, yet many lawyers view selling as distasteful—a frequent remark is that they did not become a lawyer to engage in sales. This is hardly unexpected, as common stereotypes portray lawyers and salespeople as drawing on very different capabilities. Typically: lawyers are regarded as highly analytical, understated, risk-averse, considered, reserved, and accustomed to operating in a regulated environment sales personnel are, by contrast, seen as more opportunistic, extrovert, and readier to take risks It does not have to remain so—a few modest wins can turn a wary lawyer into a self-assured business developer. For many, it simply takes clarity on how the sales process works, a readiness to give it a try, and a handful of good experiences. This Practice Note offers guidance on selling to new...

This Practice Note outlines what a business continuity plan ( BCP) involves, considers the requirements of industry standards concerning BCPs, and offers guidance on developing a BCP, including a Business Impact Analysis ( BIA). What is a BCP? A BCP is a written plan describing how the organisation will handle an adverse incident that could jeopardise the continuation of its operations. Purpose of the BCP The BCP is a vital component of the overall risk management framework for any organisation. It helps ensure the business can withstand a critical incident and that the organisation can meet its obligations to clients or customers, regulators and other stakeholders. The BCP pinpoints potential risks and/or disruptions to the business and records the organisation’s systems or procedures to: minimise the threat of harm to the business respond to a business...

Business angels A business angel, sometimes called an angel investor, is a wealthy individual who backs young, fast-growing private ventures with minimal or no trading record, acting solo or within a collective such as a network or syndicate. Angels bridge the equity funding gap that sits between start-up and seed money (often provided by founders and ‘family and friends’) and institutional venture capital. Angels can act independently or join networks and syndicates when making investments collectively too. This form of backing targets early-stage, high-growth opportunities where operating histories are limited. Companies seeking angel finance generally require between £10,000 and £500,000 (and at times considerably more), yet conventional funding is frequently unavailable. Banks typically insist on significant assets as security, and venture capital houses, though targeting high-growth firms, deploy larger sums in third or later rounds. For more detail on investment types and investor...

ARCHIVED: This archived Practice Note reviews several key decisions concerning the Disclosure Scheme in the Business and Property Courts ( B& PCs) during its first six years (up to 31 December 2024), charting progress from the pilot that began on 1 January 2019 to its status as a permanent practice direction, CPR PD 57AD, on 1 October 2022. It is not maintained and is supplied for background purposes only. For simplicity, unless otherwise indicated, all paragraph references below are to the corresponding paragraph in CPR PD 57AD rather than the pilot scheme A change of approach to disclosure One of the principal motives for introducing the disclosure pilot in the Business and Property Courts was to equip those courts with an improved ability to manage disclosure in most claims issued before them, and to keep both the scale and process of disclosure...

ARCHIVED : This Practice Note has been archived and is not maintained. UPDATE : This Pilot scheme came to an end on 13 January 2021. The pilot concluded on 13 January 2021; nonetheless, proceedings already within it on that date continue to be governed by the pilot’s procedure thereafter. This Practice Note examines the Business and Property Courts— Capped Costs List pilot (a form of fixed costs) set out in Practice Direction 51W ( CPR PD 51W). CPR PD 51W introduces a bespoke, streamlined procedural framework designed to deliver a simplified court process, which supersedes any conflicting rules or Practice Directions where inconsistency arises ( CPR PD 51W, para 1.3). It explains: Which claims fall within the Capped Costs List pilot How a case is admitted to the Capped Costs List When a case remains in the Capped Costs List The...