Legal Practice Notes

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...

Practice Note There is growing recognition that human rights are not solely the preserve of nation states or international organisations. Companies now function around the world, with ever more intricate corporate structures and supply networks. The way they operate can affect human rights in multiple ways, both beneficial and harmful. In response, a range of international initiatives has been developed to increase business awareness of, and respect for, human rights, foremost among them the United Nations Guiding Principles on Business and Human Rights ( UNGPs). As commercial entities, law firms are obliged to uphold human rights as set out in the UNGPs. Nevertheless, putting this corporate duty into practice may appear challenging to reconcile with lawyer–client relationships. This Practice Note identifies the key issues for law firms when assessing their business and human rights responsibilities in relation to their own business and supply chain, and the...

Note—to check whether notification thresholds in Burundi and worldwide are satisfied, please see: Where to Notify. 1. Have there been recent developments regarding the regime? What are the main points of interest and are any further updates/developments expected? Are there any other ‘hot’ merger control issues in Burundi? Burundi operates a merger control framework, and a decree setting out the organisation and functioning of Burundi’s Independent Competition Commission (the Commission) has been effective since 30 October 2023. The Commission was, however, formally launched in Burundi on 25 April 2025. Among the Commission’s responsibilities is determining matters within its remit, in particular collective anti-competitive practices as defined by Law No. 1/06 of 25 March 2010 on the Legal Regime of Competition, Burundi ( Competition Act)......

Bumping This Practice Note explores the redundancy practice called ‘bumping’, where an employee who would not otherwise appear redundant is dismissed as redundant due to a reduced need for another employee’s duties, thereby becoming eligible for a redundancy payment. It outlines the scenarios in which a bumping redundancy dismissal may occur and when it can constitute a potentially fair reason for dismissal. It further considers whether, when confronted with a potential redundancy situation, an employer is obliged to consider bumping in every instance, and the key factors the employer should assess. An employee is entitled to a redundancy payment if they are dismissed by reason of redundancy and have been continuously employed for the statutory qualifying period (see Practice Note: Entitlement to statutory redundancy payment), or where payment arises under a contractual redundancy scheme (see Practice Note: Contractual redundancy payments). A dismissal is by reason of...

Note—consult Where to Notify to check whether notification thresholds in Bulgaria and worldwide are satisfied... 1. Have there been any recent developments regarding the Bulgarian merger control regime and are any updates/developments expected? Are there any other ‘hot’ merger control issues in Bulgaria? The first major overhaul of the Bulgarian merger control framework came with the enactment of the current Competition Protection Act, SG No. 102/2008 ( CPA 2008), at the end of 2008. Following the 2021 changes to the test and certain procedural elements for assessing concentrations, the merger control requirements were revised again at the end of 2025. The 2025 amendments largely focus on merger notification matters and the range of decisions available to the Competition Protection Commission ( CPC)... In 2021, alongside earlier significant CPA amendments, new Rules on imposing remedies to restore effective competition in...

Labour and employment— Bulgaria— Q& A guide [ Archived, 2018 edition] This international employment law guide for Bulgaria is presented in a Q& A format, with the questions set out below. Please note this is the archived 2018 edition; the 2019 edition does not contain an updated guide for this country. The guide can be accessed by clicking the hyperlink immediately below. The questions explored in the guide are: Legislation and agencies Which principal statutes and regulations govern employment? Is discrimination or harassment at work prohibited? If so, which categories are protected under the law? Which primary government bodies or other entities are responsible for enforcing employment legislation and regulations? Worker representation Is there legislation requiring or permitting the establishment of employees’ representatives in the workplace? What powers do they have? Background information on applicants Are there any limits or...

This table summarises all completed investigations by the Bulgarian competition authority (the Commission for the Protection of Competition— CPC) into alleged cartels, anti-competitive agreements and abuses of dominant positions ( Articles 101/102 TFEU and national equivalents) since 2018. Note—just investigations already placed in the public domain appear in this table......

1. What is the applicable legislation? Bulgaria’s FDI framework arises from an amendment to the Bulgarian Investment Promotion Act (the FDI Act), effective from 12 March 2024. Although the amendment is now in effect, the regime is not yet functioning because full rollout awaits the adoption of the FDI Act’s implementing and organisational regulations. In particular, one implementing regulation has been enacted, while a second is anticipated to be adopted shortly by the Council of Ministers. Consequently, the Act sets out a ‘transitional regime’: FDIs initiated after the amendment took effect but before those regulations are adopted do not need to file for FDI authorisation. 2. Which government or other body (or bodies) reviews foreign investments? Screenable foreign direct investments under the FDI Act must be cleared by the newly created Interministerial Council for Screening of Foreign Direct Investments (the Council), which exercises...

Learning and development ( L& D) is a major outlay for every organisation. Given the breadth of possible options available, you must set out a robust business case for planned L& D initiatives to evidence their impact on the bottom line. Doing so helps secure upfront investment and prove continuing value to the organisation over time. Every L& D intervention must align tightly with corporate objectives to justify any expenditure. The challenges of building a business case for L& D The main difficulty is that, although L& D costs are usually simple to quantify, the benefits or ultimate return are often hard to pin down and attribute. When outcomes are poor, lack of training is an easy target, but when things are going well it becomes difficult to show precisely what training has delivered. It is therefore essential to identify the potential L& D...