Legal Practice Notes

A central tenet of EU competition law is that rival undertakings operate on markets without coordinating their conduct. Generally, active rivalry is expected to deliver maximum consumer welfare, allocate resources most efficiently and, in the context of the EU single market, advance deeper market integration. The European Commission (the Commission), along with other regulators such as national competition authorities, is therefore cautious about arrangements that could soften competitive pressure or remove the commercial uncertainty that should exist between competitors. Nevertheless, businesses may have sound reasons to conclude agreements that include provisions or obligations with the potential to limit competition. This is particularly so where such arrangements are designed to create or encourage beneficial outcomes (efficiencies) that would not materialise in the absence of the restriction embedded in the agreements. Cooperation may sometimes be needed to realise otherwise unattainable...

Introduction This Practice Note delivers a succinct guide to Article 10 of the European Convention on Human Rights ( ECHR), which protects freedom of expression. Its primary aim is to summarise the European Court of Human Rights ( ECt HR) case law on Article 10, with references to UK decisions on Article 10 included where appropriate. This Practice Note addresses: the text and structure of Article 10 the core principles governing Article 10 disputes the breadth and limits of Article 10 the lawful bases for restricting the right the penalties and other sanctions that may follow The structure of Article 10 Article 10 is a qualified right formed of two limbs. Article 10(1) sets the parameters of the freedom of expression. Article 10(2) specifies when a public authority may legitimately interfere with that freedom. Article 10 is one of four...

This Practice Note considers the role of state immunity in relation to arbitration proceedings in the United Arab Emirates ( UAE) This note reviews how state immunity interacts with arbitration in the UAE. For a broad primer on state immunity and arbitration, see Practice Note: State immunity and arbitration—general considerations. For further Practice Notes addressing state immunity across multiple jurisdictions around the world (including England and Wales), see: State immunity and arbitration—overview. On 3 May 2018, the UAE promulgated Federal Law No. 6 of 2018 on Arbitration (the ‘ UAE Federal Arbitration Law’). Taking effect on 16 June 2018, it revoked Articles 203–218 of the UAE Civil Procedures Law ( Federal Law No. 11 of 1992), which had previously regulated arbitrations seated in the UAE. The law applies to all ongoing UAE-seated arbitrations (excluding arbitrations seated in the DIFC and the Abu Dhabi Global Market (...

This Practice Note explores the part played by state immunity in connection with arbitration proceedings in the Kingdom of Saudi Arabia ( KSA, Saudi, Saudi Arabia). For a general overview of state immunity and arbitration, refer to Practice Note: State immunity and arbitration—general considerations. Additionally, for Practice Notes covering state immunity across multiple jurisdictions worldwide (including England and Wales), see our State immunity subtopic: State immunity and arbitration—overview. The relevant legal framework the Saudi Arbitration Law promulgated by Royal Decree No. M/34 on 16 April 2012 (the Arbitration Law), based on the UNICTRAL Model Law on International Commercial Arbitration. The Arbitration Law applies to arbitrations seated in Saudi Arabia and to arbitrations conducted outside Saudi Arabia where the parties agree that the Arbitration Law is the governing law of the proceedings ( Arbitration Law, Article 2) the Implementing Regulations of the Arbitration Law issued by Cabinet of...

For parties and counsel running arbitrations with a seat in England and Wales or Northern Ireland ( England being used here as a shorthand), and for those pursuing recognition or enforcement of domestic or overseas awards before the courts of England and Wales, a grasp of the Arbitration Act 1996 ( AA 1996) and the extent to which it may govern proceedings seated in England is essential. In contrast with the statutes of arbitral seats, such as Hong Kong’s Arbitration Ordinance ( Cap 609), the AA 1996 neither transposes nor is chiefly derived from the UNCITRAL Model Law on International Commercial Arbitration (the Model Law), though it owes much to that framework......

This Practice Note reviews the categories of arbitration award and their requirements where the seat of arbitration is in England, Wales or Northern Ireland and the Arbitration Act 1996 ( AA 1996) governs the process. Types of arbitral award Within arbitration, an award is the formal instrument that records the arbitral tribunal’s decision. Under English law, there are two principal types: a final award, which finally resolves some or all issues in dispute—see: Requirements of an award a provisional award, addressing matters pending a final award (eg an order for payment between the parties, disposition of property between the parties, or an interim payment on account of costs) pursuant to AA 1996, s 39—see Practice Note: AA 1996—provisional awards Unless the parties agree otherwise, every award is treated as final—see AA 1996, s 58(1). Accordingly, arbitrators have no authority to grant...

Local authorities that have obtained land for a statutory aim must retain it for that same statutory aim. They cannot use that land for another aim unless authorised by statute, and may alter its holding purpose only via statutory appropriation powers. In this setting, the ability to appropriate land for planning purposes is simply the formal administrative act of switching the purpose for which the land is held, so that it is retained for a planning objective. Authorities have relied on this for many years, and it is often a straightforward administrative step undertaken within local authorities. Yet, following Heaney ( HRUK II ( CHC) Limited v Heaney), there has been heightened recognition by both authorities and developers of the advantages of appropriating land to planning purposes and then disposing of it for development free of private rights affecting that land. This is...

Apportionment rules ought to be addressed when a Will is being prepared. Where a Will establishes a trust, such rules may automatically operate or be disapplied unless the Will’s terms expressly deal with them. Their core function is to keep an even hand between those entitled to the trust capital (the remaindermen) and those entitled to the income arising from it (the life tenant). These rules have been developed by the courts and by statute. In essence, the thinking was that a testator, had the point been considered, would probably have expected the trustees to preserve that balance. Equity therefore stepped in to assume that intention on the testator’s behalf. As apportionment was presumed, there was no need to produce evidence of an intention to include the rule (although evidence would be required to overturn the...

FORTHCOMING CHANGE relating to changes to APR and BPR : At the Autumn Budget 2024 on 30 October 2024, the government set out plans to substantially cut the APR and BPR available on qualifying property from 6 April 2026 (including lifetime gifts made on or after 30 October 2024 where the donor dies on or after 6 April 2026). After consultation and subsequent announcements, the existing 100% relief will no longer apply to the full value of eligible agricultural or business property. It will be limited to the first £2.5m of combined value, with any remaining qualifying property attracting relief at only 50%. See News Analyses: Autumn Budget 2024— Private Client analysis— Inheritance tax and Change in the approach to IHT planning for farmers. See also: Policy paper: Agricultural property relief and business property relief changes (updated 9 January...

Under section 101(1)(iii) of the Law of Property Act 1925 ( LPA 1925), a mortgagee may appoint a receiver (an LPA receiver) if the mortgage takes effect by deed. The scope of an LPA receiver’s authority is prescribed by section 109(3) LPA 1925 and is confined to calling in income (such as rent) from the charged property. It is essentially a right to receive monies that the property yields. An LPA receiver lacks any authority to dispose of the property by sale. Because the statutory powers are narrow, security instruments typically add express terms allowing the secured party to appoint a receiver in stated events, and to confer wider powers than those available under the LPA 1925. These frequently include a power to sell the asset by that receiver. Authority to effect a sale will ordinarily be sourced from the...

The concept Historically, under contracted-out salary-related ( COSR) schemes, a deferred member’s guaranteed minimum pension ( GMP) could be uprated with no rise in the overall deferred pension. This was achieved by cutting the element above the GMP so that the total stayed unchanged, in effect using the excess to fund the GMP revaluation. That practice is termed ‘franking’; ‘anti-franking’ describes the statutory bar on it, which requires a floor of benefit—the ‘relevant aggregate’—for members, and for their spouses and civil partners, at GMP age. Consequently, schemes must preserve the pension above GMP and raise the member’s total pension, rather than trimming the excess. At GMP age, schemes must meet the relevant aggregate for members, spouses and civil partners by safeguarding the excess and increasing totals......

This Practice Note examines the deployment of anti-enforcement injunctions, sometimes termed anti-enforcement orders. At common law, this species of injunctive relief prevents the successful party from executing its judgment or arbitral award. Courts may grant such relief, for instance, where that party has breached a covenant, fallen short of fiduciary obligations, or offends public policy. For examples illustrating judicial treatment, see the Practice Note on illustrative decisions... Such injunctions are not available against EU court judgments covered by the transition arrangements in the Withdrawal Agreement between the UK and the EU. For guidance, see EU court judgments below... What is an anti-enforcement injunction? An anti-enforcement injunction is an equitable remedy designed to restrain enforcement of a foreign court order or judgment. Nonetheless, in Federal Government of Nigeria v Williams (2025), the court discerned no principled basis to withhold such relief to restrain efforts to enforce an...

Acquisition finance transactions In an acquisition finance transaction, beyond the debt—whether constituted by loans or bonds—needed to finance the deal, the borrower group will commonly require additional banking facilities. These might include, for example, an overdraft, a stand-by letter of credit facility or a foreign exchange facility, and can frequently all be delivered under the umbrella of a revolving credit facility ( RCF) in the senior facilities agreement ( SFA). The RCF will usually be capable of being drawn in three distinct ways: in cash (by way of revolving loans) as syndicated, non-cash facilities, eg letters of credit—these will be identified in the documentation; and in the form of bilateral lines known as ancillary facilities Unlike a revolving credit facility drawn in cash, ancillary facilities are not typically of a kind that lends itself to division amongst several lenders, so the...

This Practice Note is part of the Share purchase transaction collection. To implement every element of the deal, each share purchase will necessitate the preparation of certain ancillary documents (some of which will call for more negotiation than others). These supporting papers will either be produced by the corporate solicitor preparing the share purchase agreement ( SPA), or by a more junior team member. Some will be executed on exchange and others on completion (depending on whether those milestones occur at the same time). Ancillary documents include: loan note instrument (where a portion of the consideration is to be met by the buyer issuing loan notes) board minutes (the buyer, seller and target company must hold board meetings to approve various matters at completion, with the buyer and seller also holding board meetings at exchange to authorise entry into the...

This Practice Note This Practice Note examines the three‑way relationship linking an agency worker, the supplying agency with whom the worker has a contract, and the hirer or end user (often referred to as the principal), and, specifically, whether the agency worker might be treated as a worker or as an employee of either the agency or the end user in law. The law impacts agency workers in four key respects, namely: the regulatory framework governing employment agencies and employment businesses parity of treatment for agency workers under the Agency Workers Regulations 2010 ( AWR 2010), SI 2010/93 employment protection entitlements arising from their position as agency workers employment protection entitlements arising from their status as workers or, in certain instances, employees These strands function separately and do not overlap. In particular, entitlements under AWR 2010, SI 2010/93 do not hinge on...

This Practice Note contrasts agency with distribution and includes a table outlining the principal legal distinctions between agents and distributors. It explains, in detail, how agents and distributors differ, examining their links with the relevant principal or manufacturer and assessing the relative risk profile attached to each type of appointment made. It also considers when an agency is preferable and the scenarios that favour distributorships. Initial considerations Agency and distribution are channels to market: routes by which a manufacturer, producer, or an intermediary, such as a wholesaler, delivers products in practice to end-user customers. Other common routes to market also include direct sales (where sales staff are employed by the manufacturer, or the manufacturer sells remotely (eg via the internet)), forming a joint venture with a local enterprise, and franchising (which shares many characteristics in common with...

Exceptions for age discrimination under the Equality Act 2010 The general non-discrimination rule for occupational pension schemes in section 61 of the Equality Act 2010 ( Eq A 2010) imposes a broad duty that extends to age discrimination just as fully as to any other category of discrimination. Even so, Eq A 2010 authorises specific exceptions, under which certain rules, practices, actions or decisions adopted within occupational pension schemes are treated as not breaching that duty. There is also power to prescribe exceptions for personal pension schemes, provided such exceptions relate solely to contributions. The exceptions themselves are set out in the Equality Act ( Age Exceptions for Pension Schemes) Order 2010, SI 2010/2133 (the Age Exceptions Order), which came into force on 1 October 2010. Since that date, a number of minor amendments have been made, chiefly to reflect the end of...

Where a company has been struck off, an application can sometimes be made to the registrar of companies to reinstate it to the register through administrative restoration. This Practice Note sets out the restoration process by administrative restoration under the Companies Act 2006 ( CA 2006). Why restore a company to the register? Common reasons for using the administrative restoration procedure include: the company was still trading or otherwise in operation when the registrar struck it off the company held property at the time of strike-off and dissolution, which has now vested as bona vacantia What is administrative restoration? Introduced by the Companies Act 2006, administrative restoration offers a simpler way to place back on the register a company struck off under the registrar of companies’ powers, without the need to......

Conditions precedent typically requested by senior lenders The table below sets out the usual conditions precedent sought by senior lenders in an acquisition finance deal, indicating who drafts/provides each item and any other pertinent points There is typically a substantial suite of conditions precedent papers, including: corporate authorisations acquisition documents equity investment papers finance papers (including facility agreements and security documents) legal opinions due diligence reports and other material documents on the structure and flow of funds These conditions precedent appear in a schedule to the facilities agreement. Some must be delivered before signing and others before first utilisation (see Practice Note: Conditions precedent on acquisition finance transactions—general considerations) Consider what additional conditions precedent are suitable for the particular deal, having regard to due diligence findings, any specific legal issues and the transaction’s structure. Lists in precedent or standard form...

A non- UK buyer of a UK business (or one headquartered in the UK) should consider the following tax matters: the UK costs linked to the acquisition the tax-efficient return of profits to the non- UK buyer maximising the target’s UK tax efficiency a tax-efficient exit common structuring options to mitigate acquisition tax costs and optimise tax efficiency This Practice Note addresses each point in turn. For a summary of the principal non- UK tax issues in this context, see question 18 in the jurisdictional guide: Lexology Panoramic: Private M& A and Lexology Panoramic: Public M& A. Local tax advice will be required to consider those issues. UK costs associated with the acquisition of a UK business There are several potential UK tax costs to assess when a non- UK corporate buyer acquires a UK...