Legal Practice Notes

This Practice Note highlights key authorities and pertinent material on assignment. The cases are arranged by theme and include: Assignment—general points Assignment—legal (statutory) or equitable Significance and advantages of giving notice to the debtor Standing to sue the debtor where the assignment is equitable Impact of a prohibition or restriction on assignment Assignment—general points Headings: Names of parties; Judgment date; Case summary; Relevant content. Names of parties: Abraaj Investment Management v Kes Power [2026] EWHC 65 ( Comm) Judgment date: 16 January 2026 Neutral citation: [2026] EWHC 65 ( Comm) Case summary and relevant content: The judgment examines assignment principles in the sphere of secured lending. In particular, it explains how estoppel may assist a lender confronted with defective security—here, a receivable was purportedly assigned by a group entity that had no title to it. The court also ranges over...

Introduction This playbook offers guidance on negotiating the terms of an assignment clause for a lease of part of a larger property, such as an office block or a shopping centre (or another comparable retail setting), with the objective of making those terms more favourable to a tenant (‘tenant‑friendly’ or ‘pro‑tenant’). It sets out preferred clauses, fallback wording, and drafting commentary designed to benefit the prospective tenant throughout. Lawyers acting for prospective tenants, and in‑house counsel, can use it, tailoring it where appropriate to address client‑specific matters and to ensure the client’s interests are fully protected. The risk profile identified in the playbook may vary according to the client. Note that the playbook does not provide drafting for circumstances where the tenant has a significant negotiating advantage (eg where the tenant is an anchor tenant). It forms part of a collection of...

These training resources provide sample Power Point decks together with companion notes for a facilitator delivering a session on assignment and novation under construction law, aimed at trainee solicitors and others unfamiliar with the construction sector. Topics include: exploring why assignment and novation matter on construction projects, the ways they can be limited, and practical steps to carry out an assignment or a novation. The materials come in both Power Point and Word formats and are fully customisable. Follow the link below to download the presentation. All content can be tailored to your audience. Contents Assignment What is assignment? When might you assign or acquire rights?......

This Practice Note sets out the requirements and considerations for permitted assignment of claims or causes of action in English civil litigation. For guidance on assigning a claim or a cause of action, with specific focus on what the assignment paperwork ought to contain in further detail, see Practice Note: How do I assign a claim or cause of action? Note: in this Practice Note, references are to the transfer of both causes of action and claims. A cause of action is taken to mean '...a factual situation the existence of which entitles one person to obtain from the court a remedy against another person' ( Letang v Cooper), while a claim denotes a claimant’s formal assertion of that cause of action against a defendant. In the authorities, the expressions 'assigning a cause of action' and 'assigning a claim' are sometimes treated as...

This Practice Note explores the difference between assignation and subletting of commercial leases in Scotland, the requirement for a landlord’s consent, and the respective remedies available to a landlord and a tenant where the other party breaches its obligations under the lease concerning assignation or subletting. It relates exclusively to commercial leases in Scotland and does not deal with residential or social housing tenancy arrangements. Assignation and subletting Assignation and subletting are two avenues a tenant may use to introduce a new tenant into the lease arrangement. The tenant might opt for these avenues because it no longer needs to occupy the premises (or a portion thereof) yet is not entitled under the lease terms to terminate. This Practice Note considers the contentious issues that can arise when a tenant asks its landlord to approve an assignation or a sublease. The principal...

What is the community right to bid? Introduced by sections 87–108 of the Localism Act 2011 ( LA 2011), the community right to bid allows local community groups to put forward buildings or land for inclusion on a local authority list of assets of community value. When a listed building or piece of land is proposed for sale or its ownership is to change, a moratorium on the transaction of up to six months can be triggered, creating a period in which local groups may bid to purchase the asset on the open market. Crucially, the community is not granted a right to buy the asset, nor any right of first refusal over a sale. Rather, the community’s entitlement is limited to making a bid, with the moratorium providing time to assemble and refine a proposal for the asset. The owner of the...

What is the community right to bid? The community right to bid was set out in sections 87–108 of the Localism Act 2011 ( LA 2011). It enables local community groups to nominate buildings or land so that the local authority can list them as assets of community value. When a listed building or piece of land is put up for sale, or is due to change hands, a moratorium on the sale of up to six months can be applied, creating a window for local community groups to bid to purchase the asset on the open market. Importantly, the community does not gain a right to buy the asset, and there is no right of first refusal on sale. Rather, the community is only entitled to submit a bid for the asset, and it is afforded time, during the...

This Practice Note sets out a concise overview of the financing structures typically used by UK asset-based lenders and highlights the key English law legal issues encountered when funding receivables (often called book debts) in the asset-based lending market, together with one or more of the following assets: inventory (also referred to as stock) plant and machinery (also referred to as equipment) real estate cashflow loan It also summarises common asset-based lending structures and the principal issues to consider when arranging asset-based financing. Key features of asset-based lending ABL is senior, secured lending primarily intended to fund a trading business’s working capital. Advances are determined by the realisable value of defined classes of a borrower’s assets, collectively known as the borrowing base. ABL is often event-led, offering flexible access to liquidity during periods of transition, such as an...

Financing defined benefit pension schemes, together with the instability and exposure inherent in such schemes, has posed a persistent challenge for numerous employers over a prolonged period. Asset-backed contribution ( ABC) structures offer an option to cut pension scheme shortfalls, serving as a substitute for cash under a conventional contributions schedule framework. That said, ABCs are inherently intricate, and tax remains a critical factor—both to secure the intended fiscal treatment and to lessen the possibility of any adverse tax effects emerging in implementation phases overall. This Practice Note sets out a concise outline of ABCs and then examines the principal tax issues relevant to an ABC framework, including restructuring and unwinding, principally governed by sections 196–196L of the Finance Act 2004 ( FA 2004), as applicable herein. For added detail on the nature of ABCs, their role in addressing pension scheme deficits, and the core points to weigh when...

Background From time to time, a party involved in a takeover may wish to release an asset valuation during the offer period, or may already have a valuation on file. The City Code on Takeovers and Mergers ( Code) acknowledges that shareholders may depend on such figures when deciding whether to accept or refuse an offer, and Rule 29 of the Code sets out how asset valuations must be dealt with during a takeover. Following an October 2018 consultation, the Takeover Panel ( Panel) issued a revised Code on 1 April 2019 that included amendments to Rule 29. These updates were intended to align more precisely with the Panel’s practice and to introduce a clearer, more coherent framework for the asset valuation regime. The 2019 amendments continue to underpin the current operation of Rule 29, and the framework outlined below mirrors the Panel’s present...

This Practice Note concentrates on the intellectual property ( IP) rights dimensions of asset purchase deals, alongside broader, routine questions that frequently arise in the asset purchase context and in related transactional planning. The analysis is primarily from the buyer’s standpoint, while also signposting seller-focused concerns where appropriate and timely. For a comprehensive checklist of points to review, see Asset purchase transactions— IP issues—checklist, which collates the principal items. The Note spotlights issues relevant to buying assets within a business that holds valuable IP, rather than the takeover of a technology, software or web-based enterprise (where IP sits at the heart of the operation and would necessitate a fuller suite of IP‑specific enquiries and protections tailored to that model). For tailored guidance on acquiring a software business, see Practice Note: Buying a software business—key considerations, and for further discussion of IT matters within...

EHS questionnaire The buyer’s solicitors compile a legal due diligence questionnaire ( DDQ) in the preliminary or due diligence phase. In some transactions, responses are added to the seller’s data room. The legal DDQ should always include environment, health and safety ( EHS) questions. Even an office-based business will be subject to general EHS laws such as waste management duty of care, energy management and health and safety obligations. These enquiries can be tailored for the specific transaction or business type and added to legal DDQ or further enquiries......

This Practice Note summarises the principal environmental and health and safety ( EHS) considerations in an asset purchase transaction. The questions indicated can be treated as a checklist for: the seller’s solicitors assembling the data room; and the buyer’s lawyers assessing whether the EHS materials provided suit the nature of the business. See Practice Notes: Environmental due diligence—asset purchase and Environmental issues when selling a company or business. Contaminated land Where an asset deal includes land, the parties must decide how legal and contractual risk for onsite contamination and any offsite migration will be allocated. If the property is ‘sold with information’, the seller’s legal liabilities under the contaminated land regime ( Part IIA of the Environmental Protection Act 1990) will ordinarily move to the buyer. If the seller wants the cleanest possible break from contaminated land liabilities at completion, the asset purchase...

Asset purchase contracts commonly contain seller warranties and indemnities for the buyer’s benefit. Why we need warranties and indemnities From the outset, a buyer in any asset deal is governed by the maxim caveat emptor (let the buyer beware). The buyer will carry out due diligence on the target business to learn as much as possible before entering into the transaction, yet perfect knowledge is not achievable prior to completion. Consequently, the buyer cannot know exactly what is being acquired and must seek protection from the common law position by negotiating suitable contractual provisions in the form of warranties and indemnities. In the absence of warranties or indemnities, and unless the seller has made a misrepresentation during the course of negotiations, the buyer would have no recourse against the seller. Ultimately, warranties operate to allocate risk and liability between the seller and the buyer......

What is asset finance? Asset finance describes a way of funding the acquisition of specific tangible, movable assets. The structure selected will depend on the character of the asset being acquired, ranging from lower-cost, smaller items used in the day-to-day operation of a business (for example, a photocopier) to very high-value, large-scale assets with a long useful economic life (such as an aircraft or a ship). This breadth reflects the range of assets a business may finance. Funding can be arranged for a single, identified asset or for an entire portfolio of assets. A defining attribute of an asset finance transaction is that the asset itself, which is being financed, acts as the primary security offered to the financier. The income produced through using the asset will repay the borrowing and meet the interest charges over...

This Practice Note This Practice Note summarises key elements of important publications issued by the Financial Conduct Authority ( FCA) and, previously, the Financial Services Authority ( FSA) since March 2011 on the advice process. The FCA has also created a web page that gathers, in one place, core material on the advice process and assessing suitability, which should serve as a central reference point. In particular, it covers: FSA-finalised guidance FSA FG11/5 on assessing suitability—determining the level of risk a customer is prepared to accept and making appropriate investment choices (the March 2011 Guidance) FSA-finalised guidance on assessing suitability—replacement business and centralised investment decisions (the July 2012 Guidance) FCA thematic review report for wealth management firms and private banks—suitability of investment portfolios (the December 2015 Report) FCA thematic review report on assessing...

Having put in place a contract management process (see Precedent: Legal contract management process), your organisation will probably expect you to assess how the legal team performs that process, so its efficiency and effectiveness can be tracked. This Practice Note aims to help you create appropriate performance measures. Why assess? To confirm the business runs efficiently, you must set defined objectives and pair them with key performance indicators ( KPIs) that show whether those objectives are achieved. That principle applies whatever part of the enterprise you are overseeing. Contract management—arguably the legal function’s most fundamental workflow—should not be treated differently. The challenge, however, is that metrics for legal contract management are influenced by dependencies and delays caused by third parties, both inside your organisation and externally. Moreover, contracts differ widely from case to case in risk and complexity, making it hard to define sensible KPIs that remain...

NOTE: On 2 December 2024, the Lord Chancellor confirmed a move to a positive 0.5% discount rate. This revised 0.5% rate takes effect from 11 January 2025. Under Schedule A1 to the Damages Act 1996 ( DA 1996), subsequent reviews must be undertaken within five years of the conclusion of the previous review, meaning the next review must commence no later than 2 December 2029. Objective in assessment of future losses The court’s aim when valuing future losses and expenses mirrors its approach to historic losses: so far as money allows, to restore the claimant to the financial position they would have occupied had the accident not happened. As a result, practitioners generally observe that multiple heads of loss are common to both periods, with a typical carry‑over of lost earnings and the continuation of a care regime into the years ahead. In the most...

Practice Note This Practice Note sets out the tests for arranging residential accommodation in England and Wales under the Care Act 2014. In Wales, social care is regulated by the Social Services and Well-being ( Wales) Act 2014. When questions arise about residential provision, practitioners will commonly face one or both of: the requirement for admission to such settings, and the management of those services. The statutory framework for each is intricate. Further uncertainty stems from the fact that responsibility for residential care sits across both local authority functions and the private sector in practice......

This Practice Note Sets out how tax considerations affect a court’s determination of the sum to be paid to a claimant as damages for financial loss, and how tax is taken into account when computing any interest component of the award. The court’s aim is to award a figure that restores the claimant to the position they would have been in if the wrong or injury (for example negligence, misrepresentation, or breach of contract) had not occurred. This may make it relevant to consider the following: any tax charge that will arise on the damages award (see Practice Note: Direct tax treatment of damages and compensation payments); and/or the tax that would have been due if the wrong or injury had not taken place—for instance, where damages replace a loss of trading profits, whether the claimant would have been taxable on those...