Legal Practice Notes

It is a core principle of English company law that a limited company with a share capital must preserve and keep intact that capital. Accordingly, a company may not diminish its share capital save only in ways expressly permitted by statute. The capital maintenance doctrine exists to safeguard a company’s creditors by ensuring that the assets standing behind the company’s capital remain readily available to them for future claims and enforcement. The Companies Act 2006 ( CA 2006) sets out the mechanisms and procedures by which a limited company can effect a reduction of capital. The CA 2006 restrictions on capital reductions do not extend or apply to unlimited companies. For more detail on that form of entity, see Practice Note: Unlimited companies. This Practice Note concentrates on reductions of capital under CA 2006, Pt 17, Ch 10, with particular emphasis on those...

This Practice Note explains: the fundamental nature of conditions precedent the different categories of conditions precedent (ie documentary or factual) the matters to consider when deciding if the conditions precedent have been met the consequences and next steps where the conditions precedent are not fulfilled This Practice Note reviews the typical conditions precedent in a finance transaction at the stage of: first drawdown under the facility, and future drawdowns throughout the life of the facility Where appropriate and relevant, this Practice Note signposts provisions in Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee and the Loan Market Association ( LMA) investment grade multicurrency term facility agreement (the LMA facility agreement) (available to LMA members on the LMA website). The LMA offers a series of helpful user guides for its members in the...

As with any statute or enactment, the Companies Act 2006 ( CA 2006) is capable of amendment. It underwent changes during its introduction, and has also been revised thereafter. Moreover, CA 2006 sets out in part......

IP rights only carry real weight when they generate revenue for the company. Even where they are already in use, a structured exploitation programme can unlock extra value. This Practice Note provides hands-on guidance for businesses on making the most of their IP rights. It explains how to run an IP audit and build a coherent exploitation strategy. It also outlines the principal routes to exploitation, including assignment, licensing, taking security over IP, and using alternative ownership models. In addition, it highlights the essential provisions to include in assignments, licences and security instruments, and offers pointers on monitoring and enforcing IP so that its worth is preserved... What are the key IP rights? A business will typically hold several types of IP, some registered and others unregistered or arising automatically. The main IP rights a business is likely to own include: Trade marks...

Nature of the condition It is standard for commercial property sale contracts to state that completion depends on one party—most often the purchaser—securing planning consent. The price is generally calculated on the assumption that the property will benefit from the consent that party intends to seek. The agreement must identify who bears the duty to discharge the condition, specify precisely what is required (eg outline or full consent for a defined use or scheme), and set out the level of efforts (ie ‘endeavours’) to be employed to achieve it (see Endeavours obligations below). This Practice Note proceeds on the basis that the purchaser has that duty. Planning-conditional contracts frequently stipulate that the planning consent must be ‘satisfactory’ to the purchaser, as they will not proceed to complete if the permission will not enable development of their proposed scheme on the property. ‘...

Claims for past expenses and losses These typically comprise: lost financial dependency the value of services the deceased would have delivered had they lived (see Practice Note: Quantifying damages for dependants—past losses—services) See also Practice Notes: Claims involving a fatality—heads of damage and Quantifying damages for the estate under the Law Reform Act. Losses are assessed using a multiplicand/multiplier method. The court first identifies the yearly worth of the loss (the multiplicand) and then applies a suitable multiplier. By way of a simple illustration: if the deceased provided a dependant with an allowance of £100 per month (£1,200 annually) and carried out DIY worth £100 each quarter (£400 per year), the annual multiplicand totals £1,600. Calculating the annual value to the dependants of the deceased’s lost income This is ordinarily expressed as a percentage of the deceased’s lost earnings. Note that many...

This Practice Note centres on a ‘single landowner’ model, either where a fresh lease is granted for a stand-alone scheme, or where an existing lease remains and the battery storage plant is added alongside on land already leased by the developer. A number of land rights considerations must be addressed at the outset of project decision-making; these will matter both to promoters of potential battery locations and to those exploring new opportunities on operational sites. The principal points are outlined below. For a summary of the main construction aspects in battery storage schemes, see Practice Note: Energy storage—construction issues. For detail on regulatory hurdles and prospects for energy storage, see also textbook: Energy Storage: Legal and Regulatory Challenges and Opportunities. What property rights are typically sought for a battery storage...

In a standard real estate finance deal, lenders largely depend on rental income from the property to service the loan. In development finance, lenders also want comfort that the borrower has adequate cash to fund the build. Accordingly, real estate finance lenders enforce tight limits on how the borrower deploys its cash in both investment and development financings. This Practice Note considers the key clauses that create these limits in real estate finance facility agreements... Where to start with drafting the bank account provisions in a real estate finance transaction The range of bank accounts required, and the restrictions on how each account may operate for a particular deal, are usually settled at term sheet stage before drafting the facility agreement. The Loan Market Association ( LMA) has issued real estate finance term sheets that include bank account provisions. See Practice Note: Real estate...

Within this Practice Note, noise-induced hearing loss is abbreviated to NIHL. It outlines the considerations that influence the assessment of general damages in NIHL matters, including Judicial College Guidelines ( JCG), analogous earlier court judgments, and the severity of auditory impairment. The Note further addresses particular categories of special damages commonly applicable in such claims, the disablement benefit that a claimant might seek for hearing loss and/or tinnitus, together with alternative compensation schemes under which a claimant could make a claim. It also notes the extent of the hearing loss considered here......

Article 4 directions can be employed by local planning authorities ( LPAs) to remove permitted development rights that would otherwise apply by virtue of the Town and Country Planning ( General Permitted Development) Order 2015, SI 2015/596 in England (the England GPDO), or by virtue of the Town and Country Planning ( General Permitted Development) Order 1995, SI 1995/418 in Wales (the Wales GPDO). An article 4 direction does not halt the development to which it relates; rather, it means planning permission must first be secured from the LPA for that proposal. For further detail, see Practice Notes: Permitted development in England, Permitted development rights and the prior approval system, and Permitted development in Wales. When article 4 directions should be used Statutory requirements The LPA must be satisfied that it is ‘expedient’ for development that would ordinarily enjoy permitted development rights not to proceed unless...

This Practice Note examines the character and reach of arbitration agreements, concentrating in particular on those governed by the law of England and Wales, while also viewing the topic through an international lens and offering comparative illustrations from other legal systems. It also approaches the subject from an international standpoint. For a primer on arbitration as a dispute resolution mechanism, consult the following Practice Notes: Arbitration—an overview of the key features of arbitration International arbitration—an overview of the key features of international arbitration Ad hoc arbitration—an overview of the key features of ad hoc arbitration Institutional arbitration—an overview of the key features of institutional arbitration To compare answers to key questions on arbitration agreements across jurisdictions worldwide, please refer to our International Comparator Tool. Note: Unless otherwise stated, this Practice Note addresses agreements to refer future disputes to...

This Practice Note outlines section 67 of the Arbitration Act 1996, together with the amendments to that provision introduced by the Arbitration Act 2025. It also includes links to commentary that explains the changes. The Arbitration Act 2025 received Royal Assent on 25 February 2025. For the date on which it comes into force, see Practice Note: Arbitration Act 2025 commencement and transitional provisions Section 67 of the 1996 Act 67 Contesting the award: substantive jurisdiction (1) A party involved in arbitral proceedings may, on giving notice to the other parties and the tribunal, apply to the court to challenge questions of substantive jurisdiction arising from an award, or to seek a declaration affecting an award on the merits: to contest any award of the arbitral tribunal concerning its substantive jurisdiction; or to obtain an order declaring that an award on the merits has no...

This Practice Note offers direction on interpreting and applying the relevant provisions of the CPR. Depending on the court in which your matter is heard, further provisions may apply—see further in the section Court specific guidance below. It addresses hearings to determine applications and describes the general conduct of such hearings, including the courts’ approach to evidence at an application hearing, taking and keeping a note of the hearing, and the removal of hearing bundles. It also explains the courts’ approach where a party does not attend, including when the court will proceed in that party’s absence and applications to re-list on the basis of non-attendance. The guidance is relevant to both in-person and remote hearings. Additional considerations arise where a hearing is conducted remotely—for further guidance, see Practice Notes: Remote and hybrid hearings in civil proceedings and Electronic bundles in civil...

This Practice Note sets out guidance on bringing an application for an anti-suit injunction, covering the test the court will adopt in such cases, along with matters to weigh carefully both beforehand and at the point of issue. For an explanation of what an anti-suit injunction is and the circumstances in which such relief is generally available, see Practice Note: Anti-suit injunctions—principles. An application for an anti-suit injunction engages procedural requirements that are common to all applications for an interim injunction. For general assistance on pursuing an interim injunction application, see Practice Notes: Interim injunctions—on notice applications Interim injunctions—without notice applications The sections below draw attention, in outline, to particular features of the procedure that are specific to an application for anti-suit relief. What follows is intended as a supplement to, rather than a replacement for, the broader guidance mentioned above. References to the courts of...

This Practice Note considers the use of artificial intelligence ( AI) and allied tools when preparing to give disclosure to opposing parties. It draws no distinction between disclosure under the disclosure scheme used in the Business and Property Courts and disclosure under Part 31 of the Civil Procedure Rules. The priority is to save time and costs without undermining the dependability of the disclosure produced. Why AI works in disclosure AI and related tools can be effective for disclosure because the task is often predictable. Similar kinds of disputes typically generate similar categories of documents tied to the particular issues in contention. Naturally, there will be variations from case to case, yet these do not diminish the role of AI tools. Such tools are attractive to legal advisers conducting disclosure as they reduce human effort and thus cost, while creating an audit trail to...

If the deceased was domiciled in a country to which the Colonial Probates Act 1892 ( CPA 1892) and the Colonial Probates ( Protected States and Mandated Territories) Act 1927 ( CPA 1927) (together, the CPAs) apply, and a local grant has been issued, you may apply for that grant to be resealed to administer the estate in England and Wales. This route is often easier than producing evidence to prove a foreign Will and/or beneficial entitlement to secure an order under rule 30(1)(b) of the Non- Contentious Probate Rules 1987 ( NCPR 1987). A resealing application can be made to any district probate registry using form PA1P. Once resealed, the grant has the same authority and effect in England and Wales as if made by a court in this jurisdiction. A district judge or registrar may: accept the grant for...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be replaced by a single, self-assessed tax on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s features will largely reflect the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) provides a power, commencing on Royal Assent, to introduce secondary legislation so taxpayers can pilot the digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically. For more on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares...

This Practice Note outlines the Office of Financial Sanctions Implementation ( OFSI) General Licences concerning the delivery of legal services. It also includes a concise overview of the General Trade Licence, made under regulation 65 of the Russia Regulations and published by the Export Control Joint Unit ( ECJU), which applied from 11 August 2023 to 6 September 2024, covering the provision of certain legal advisory services otherwise barred by the Russia Regulations. From 6 September 2024, narrow carve-outs from the ban on supplying legal advisory services are now embedded directly within the Russia Regulations, SI 2019/855, reg 60DB, rather than certain matters being dealt with by way of licensing. The General Trade Licence has therefore been revoked—see: DBT General Trade Licence ( Russia Sanctions— Legal Advisory Services). OFSI Legal Services General Licence Since October 2022, OFSI has released a succession of General Licences under the...

Conditions precedent in standard form contracts In many construction contracts, a party looking to pursue a claim under the contract must comply with a specified process as prescribed by the terms. Typically, the claiming party is required to serve a particular notice, which may then be followed by a further notice and/or fuller particulars, on the other party and/or the contract administrator, in a set form and meeting stated requirements as to content and layout. Frequently, these notice clauses also include a so‑called ‘time bar’, meaning the notice(s) must be given within a defined period specified by the contract. Where the time bar is expressed as a condition precedent, any failure to follow the contractual steps results in the claiming party losing its right to advance the claim, regardless of how compelling the underlying case might otherwise be, and even where the claim would...

CPR 83 provisions regarding writs and warrants This Practice Note explores the process for enforcing a judgment or order for possession of land, whether by a High Court writ of possession or a County Court warrant of possession, with reference to CPR 83 and CPR PD 83. CPR 83 and CPR PD 83 set out the rules that apply to the issue of writs and warrants. For broader guidance on CPR 83, see Practice Note: How to obtain a warrant of delivery. For an overview of CPR 55 and possession claims in general, see Practice Note: Possession proceedings... Enforcement in the High Court—writ of possession Once a judgment or order for possession of land has been secured, enforcement in the High Court may proceed by any of the following: a writ of possession committal proceedings for contempt of court under CPR 81 if no such...