Legal Practice Notes

For a taxable capital gain to arise, there must be a disposal, or a deemed disposal, of an asset. The taxpayer needs to determine precisely when the disposal took place. That date dictates when the tax becomes payable and, in some circumstances, also determines the following: the amount of tax who is required to pay it, and/or whether any tax is payable at all This Practice Note sets out the timing rules that apply to: assets that are disposed of under a contract deemed disposals, and options and forfeited deposits In this Practice Note, CGT means both capital gains tax and corporation tax on chargeable gains. Disposal under a contract The general position is that where an asset is disposed of under an unconditional contract, the disposal is treated as occurring at the time the contract is entered into. This applies even if the asset is transferred or conveyed at a later date. For...

This Practice Note sets out an overview of principal legislation and regulation that affect business to business ( B2B) contracts for the provision of services. It addresses the Supply of Goods and Services Act 1982 ( SGSA 1982), Equality Act 2010 ( Eq A 2010), Bribery Act 2010 ( BA 2010), Criminal Finances Act 2017 ( CFA 2017), Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023), Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE), SI 2006/246, Modern Slavery Act 2015 ( MSA 2015), data protection legislation and statutory restrictions on ipso facto clauses, insofar as these bear upon the supply of services. The Practice Note also weighs the use of standard terms and conditions against bespoke agreements when documenting supply of services transactions. It further gives a synopsis of the various forms of contract used for...

Banking & Finance—new starter guide In this guide... You’ll find an overview of Lexis+® Banking & Finance resources designed to help trainees and newly qualified lawyers grasp what finance deals involve, how they are put together and who the principal participants are. It explores: Lending Security Guarantees and comfort letters On demand guarantees/bonds and letters of credit Set-off and netting Specialist finance areas are also included: Acquisition finance Asset finance Islamic finance Project finance Real estate finance Sustainable/green finance Trade and commodity finance Debt capital markets Derivatives and regulation of derivatives Structured products and securitisation Further topics cover Technology in banking & finance transactions, Restructuring, Regulation for banking lawyers, and Claims and remedies. You’ll also find other helpful tools within Banking & Finance, such as: Loan transaction...

To operate an aircraft across borders, the owner must register it with an aviation authority. While international conventions exist, the form of the register, the procedures for registration and deregistration, and the criteria for keeping a registration valid differ between countries, so the chosen state of registration requires careful consideration by any aircraft owner. Why do you register aircraft and where do you do it? In 1944, the Convention on International Civil Aviation took place in Chicago (the ‘ Chicago Convention’). It led to the creation of the International Civil Aviation Organisation, a specialised United Nations agency responsible for coordinating and regulating international air travel. Under Article 20 of the Chicago Convention, to which the UK is a signatory, every aircraft engaged in international air navigation must carry appropriate nationality and registration marks. Therefore, all aircraft must be registered with an aviation authority to fly...

Nature of trusts The trust concept Ordinarily, the settlor starts as the owner of the assets and establishes a trust by transferring them to one or more trustees, making clear an intention that they are to be held on trust for one or more beneficiaries or to achieve a specified purpose. At common law trustees take legal ownership and hold the property or rights in trust for the beneficiaries (cestuis que trust) or for that purpose. The trustees are under an equitable obligation enforceable by the beneficiaries. However, regardless of the settlor’s intention, no trust arises unless legal title passes to the trustee; this act is the constitution of the trust. Definition While the trust idea is recognisable, arriving at a concise definition is not so easy......

This Practice Note addresses the disclosure duties applying from 6 April 2014 to occupational and personal pension schemes under the Occupational and Personal Pension Schemes ( Disclosure of Information) Regulations 2013, SI 2013/2734 (the 2013 Disclosure Regulations). For information on disclosure requirements that apply outside the 2013 Disclosure Regulations, see Practice Note: Event-specific disclosure requirements for occupational and personal pension schemes. For details of the disclosure requirements that applied before 6 April 2014 to occupational and personal pension schemes, see Practice Notes: Occupational pension schemes—disclosure requirements before 6 April 2014 ( ARCHIVED) and Personal pension schemes—disclosure requirements before 6 April 2014 [ Archived]. In this Practice Note, references to ‘trustees’ include, in the context of a contract-based scheme, the managers of the scheme. Introduction of new disclosure regime from 6 April 2014 The 2013 Disclosure Regulations took effect on 6 April 2014,...

This Practice Note considers and sets out: the responsibilities, remit and scope, obligations and authority of an insolvency practitioner ( IP) who has been formally appointed to act as trustee in bankruptcy (trustee) the safeguards in place to ensure the trustee performs their functions, obligations and duties as required by law For further guidance on situations where the official receiver ( OR) serves as trustee, please see Practice Note: Official receivers—personal insolvency. The role and functions of a trustee A trustee must hold a licence from a recognised professional body, be suitably qualified to act properly, and maintain at all times an adequate bond, which effectively operates as insurance for creditors. Broadly, the trustee’s task is to collect and realise the assets in the bankruptcy estate, and to review, determine and admit creditors’ claims. Where the estate’s value allows, the trustee will declare a dividend to...

This introductory guide, dealing with trust-based occupational pension schemes, is chiefly for trainees, newly qualified lawyers and others, and anyone new to or unfamiliar with pensions law. A bulk transfer involves moving a defined cohort of members from one pension scheme (the transferring scheme) to another (the receiving scheme). Under such a transaction, the transferring scheme pays a single, aggregated transfer amount to the receiving scheme, covering all of those members. Those members then immediately cease to have benefit rights in the transferring scheme and instead acquire benefits under the receiving scheme. This beginners’ guide outlines the various forms of bulk pension transfer that may take place in practice. For a concise introduction to individual pension transfers, please refer to Practice Note: Individual pension transfers—beginners’ guide. Active members If active members are included in a bulk transfer, careful consideration must be given to the basis (if any) on which they will build up...

What does this Practice Note cover? This Practice Note sets out an overview of the listing routes on The International Stock Exchange ( TISE), with emphasis on its Qualified Investor Bond Market ( QIBM), accelerated listing services, international recognitions, regulatory stance, and its sustainable finance offering. It explains the categories of debt securities eligible for admission, the advantages of listing on TISE, and the practical points for issuers, including timetable and disclosure obligations. TISE supports listings across a broad spectrum of debt, such as intragroup loan notes, high-yield bonds, asset-backed notes (covering securitisations and collateralised loan obligations), variable funding notes, convertible notes, Eurobonds and warrants. The platform includes the QIBM, which is tailored to the admission of bonds and other debt instruments marketed to institutional investors, professional investors, and other investors who are experienced and knowledgeable in bond investing (being ‘ Qualified...

Statutory rights of the appeal Statutory rights of appeal are confined to decisions that refuse the grant or renewal of a licence, that attach conditions to a licence (recognising that a hackney carriage driver’s licence cannot carry conditions), or that suspend or revoke a licence. A recurring issue for licensing authorities and the taxi and private hire trades concerns the proper interpretation of section 77(2) of the Local Government ( Miscellaneous Provisions) Act 1976 ( LG( MP) A 1976): does a holder retain the privileges of the former licence where a renewal application is submitted but not decided before the previous licence expires? Despite the frequency of this scenario and the age of the statute, the point appears only to have reached the Crown Court. In Cartledge v Gedling Borough Council ( June 2021), Nottingham Crown Court (not reported by Lexis Nexis®),...

What is a target cost contract? A target cost contract is a form of cost-reimbursable agreement where the contractor is reimbursed the ‘actual cost’ (as typically set out in the specific contract) it incurs in delivering the works, but this is capped by a target cost agreed by the parties at the outset of the scheme and set at the start of the project. The target cost reflects the contractor’s anticipated cost of completing the project, made up of: the basic cost of the physical works (derived from a bill of quantities, schedule of rates or activity schedule), together with any necessary temporary works, sub-contractor charges and preliminary costs across the job overheads and profit a contingency covering the contractor’s risks under the contract On completion, the parties apply a formula/mechanism to determine whether there were savings and the job finished below the target cost, or whether there was an...

Shares are frequently pledged as security for a loan. In commercial finance deals, they are often taken as security: as one part of a security package covering all of a company’s assets (see Practice Note: Key features of debentures) where the borrower is a special purpose vehicle and the lender wants the option to take control of the borrower and its entire business on enforcement (see Practice Notes: Security in real estate finance transactions, Security in project finance transactions and Taking security in acquisition finance transactions—overview), or for stamp duty or other tax-driven reasons (see Practice Note: What does stamp duty apply to?) This Practice Note sets out the main issues when taking security over shares. In particular, it looks at: the categories of shares that can be secured the forms of security typically used over shares key...

Taking a conveyance without authority offence This offence is committed where a person does the following: takes a conveyance without the owner’s consent or any other lawful authority for their own use, or for another’s use, or knowing that a conveyance has been taken without such authority, drives it, or allows themselves to be carried in it or on it It is a summary-only offence. A count alleging this offence may be included within an indictment for another offence if: it is founded upon the same facts or evidence as a count charging the indictable offence, or it is part of a series of offences of the same or similar character as an indictable offence which is also charged However, where the offence is heard with an indictable offence in the Crown Court, the court may only deal with the defendant in the same way that a...

What is twin-tracking? Tactical, or ‘twin‑tracked’, planning applications involve lodging two or more applications with the local planning authority ( LPA) at the same time, or in quick succession, for the same site and for identical or closely related proposals. Developers have long used this approach to improve the likelihood of securing a prompt planning permission, especially where a scheme is complex or contentious. See Practice Note: Applying for planning permission—procedure... Rationale for twin-tracking Possible delay or refusal of first application Where the initial submission looks set to be refused or significantly delayed, applicants may file a further application to the LPA while reserving the right to appeal the first refusal or non‑determination to the Secretary of State. The prospect of an appeal—decided by an independent inspector and requiring the LPA to commit time and resources to defend its stance—is often thought to...

When an employee is let go on grounds of redundancy, the Employment Rights Act 1996 ( ERA 1996) sets out a process through which the employer may propose, and the employee may accept, alternative or renewed employment instead of receiving a redundancy payment. In certain situations, where the employee is taken back within four weeks, the original termination is treated as a legal ‘fiction’; the individual is regarded as not having been dismissed and therefore has no entitlement to a statutory redundancy payment. In all instances, unless the fresh terms and conditions mirror the previous ones exactly, both parties benefit from a statutory trial period of at least four weeks to assess the new arrangement. Depending on the revised terms and conditions, and the employee’s reasons for declining them, or for opting not to continue once the trial period concludes, the employee may...

NOTE—to verify whether notification thresholds in Sudan and worldwide are satisfied, please kindly consult: Where to Notify. Sudan is likewise a COMESA member, which administers a supra-national merger control regime for mergers. 1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Sudan? By Decree No. 513 dated 15 November 2020, the Prime Minister established the Council for Competition and Prevention of Monopolistic Practices (the Council). This body serves as Sudan’s competition authority. At present, it remains unclear whether the team within the Council tasked with merger control is functioning. In 2021, the Council stated that it intended to revise the Regulation of Competition and Prevention of Monopoly Act, 2009 (the Act), so that it aligns with regional conventions. Among the projected changes was the...

Introduction and background This Practice Note sets out the principal points to bear in mind when advising landowning clients and utility providers (distribution network operators ( DNOs)) on the negotiation of substation leases. It also flags matters affecting tenant occupiers where relevant. The statutory framework underpinning substation leasing is the Electricity Act 1989 ( EA 1989). Although the scope of that legislation sits beyond this Practice Note (see, instead, Practice Note: Electricity licensees: street-opening and necessary wayleaves - What are 'necessary wayleaves'?), its relevance is that it confers on DNOs a statutory entitlement to install and keep their apparatus notwithstanding any lease provisions agreed. For developers, securing an electricity supply can be administratively burdensome and protracted, with both cost and timetable influenced by what other power requests are being processed concurrently. As a result, the landowner may find themselves in a...

Introduction to subsidence Subsidence arises when the soil below a building cannot adequately bear its load effectively. It frequently follows loss of moisture and shrinkage in the ground, commonly after extended dry periods. Other forms of ground movement include ‘settlement’ (the normal compression of soil under a property), ‘heave’ (upward lift beneath a structure, often linked to flooding, escaping water or nearby trees near a property) and ‘landslip’ (sideways displacement due to erosion, frequently affecting coastal homes and properties). A range of triggers can set off subsidence and related ground instability issues. These include, among others: human disturbance (e.g. mines, mine shafts, old and disused wells, soakaways, former ice-houses, past storage or refuse pits) altered drainage regimes and patterns intense rainfall and heavy rain removal of groundwater and abstraction impacts of climate change (e.g. rain, drought, erratic...

This Practice Note sets out what it means when a defendant submits there is no case to answer. It is only in the most exceptional instances that a defendant advancing such a submission will not be put to its election—the election being that it may proceed, but only on the footing that, if the submission fails, it cannot adduce any evidence of its own. The evidential tests that apply, whether or not the defendant is put to its election, are identified. A submission of ‘no case’ to answer At trial, a defendant may opt to submit ‘no case’ once the claimant confirms its case is closed, and before the defendant calls any evidence. This point is sometimes termed the ‘halfway stage’ of the trial. Such a course is taken only where the defendant is highly confident the claimant has not placed before the court...

What is a strict settlement? A strict settlement is an arrangement concerning land within the scope of the Settled Land Act 1925 ( SLA 1925). Some were crafted in highly intricate forms, developed by lawyers over centuries as a practical mechanism for preserving a family’s estate, while others were far more straightforward. Under the overall pattern of the 1925 property reforms, where land was held on trust it would generally be either governed by a strict settlement or placed on a trust for sale (though a few bare trusts of land sat outside both). The 1925 regime assumed that, for land intended to be kept for the long term, a strict settlement would be the usual vehicle. In reality, however, trusts for sale had, to a large extent, replaced strict settlements even before the Trusts of Land and Appointment of Trustees Act 1996 ( TOLATA 1996) was...