Legal Practice Notes

STOP PRESS: On 19 June 2025, the Data ( Use and Access) Bill obtained Royal Assent, becoming the Data ( Use and Access) Act 2025 ( DUAA 2025) and entering into partial operation on that date. Certain parts of DUAA 2025, addressing areas such as replying to data subject access requests and conferring authority to make further regulations, took effect immediately on 19 June 2025. Other provisions, relating to notices issued by the Information Commissioner and particular aspects of law enforcement processing, commenced on 19 August 2025 (being two months from the date of Royal Assent). The majority of DUAA 2025’s measures require additional regulations, in the form of statutory instruments, to be made in order to enable commencement before they come into force in practice. Part 5 of DUAA 2025 updates elements of UK data protection and e Privacy law, including the United...

This Practice Note forms part of the Share purchase transaction collection. Following completion of the deal, various tasks must be carried out, though the exact requirements will hinge on the circumstances of the transaction. In most cases, the buyer’s lawyers will take responsibility for the majority of these tasks. For guidance on the work involved, consult Checklist: Post-completion matters (share purchase)—checklist. If a list of documents or a completion checklist has been created, it may set out the post-completion steps. See Precedents: List of documents—private M& A—share purchase—conditional completion and List of documents—private M& A—share purchase—unconditional completion. Post-completion tasks for the buyer In the days immediately after completion, several actions will need to be undertaken by the buyer’s lawyers as applicable thereafter......

Within private equity, a ratchet is a mechanism that adjusts the proportion of equity held by founders, managers and employees following investment. In a venture capital setting, ratchets operate as anti-dilution protections, safeguarding early-stage investors from dilution where later fundraisings are completed at a lower entry price than before. In a buyout setting, they are typically designed to reward management; the percentage of overall equity they own may shift according to how the business performs against forecasts and projections and against the investor’s target return. In such cases, strong performance usually increases management’s shareholding. Ratchet structures can differ markedly from one investment to the next. They frequently rely on complex financial and mathematical constructs and must take account of multiple scenarios, including different exit routes and the form of consideration used. Tax...

Numerous businesses and public bodies, including HMRC, have faced exposure to or loss of confidential information, as well as other confidentiality failings, yet such events are not always widely publicised given the potential harm to an organisation’s reputation. Duties of confidence may arise by implication—for example, the duty of good faith (often called fidelity) inherent in employment contracts—be set out expressly, such as in a confidentiality agreement, or be imposed through regulation and statute, for instance the client confidentiality obligations on financial services and health professionals. A confidentiality breach can therefore infringe several overlapping legal duties. This Practice Note complements the related Practice Note, How to manage a personal data breach, which reflects guidance from the UK data protection regulator, the Information Commissioner’s Office, addressing loss of personal data within the data protection regime, which may, or may not, also be...

Perhaps the most important of the statutory facets of parliamentary privilege is the freedom of speech within Parliament, safeguarded by Article 9 of the Bill of Rights 1688. Exclusive cognisance It is often said that Parliament’s prime privilege is the sole authority to set, regulate and determine the validity of its own procedures. Writing in the eighteenth century, Blackstone observed that the entirety of parliamentary law and custom stems from a single precept: matters concerning either House should be examined, debated and decided by that House alone, and nowhere else. Blackstone, Commentaries (17th ed. (1830)), vol. 1, p. 163 In R v Chaytor, Lord Phillips explained that ‘exclusive cognisance’ denotes domains that the courts have accepted are for Parliament, not the judiciary, to resolve. It captures not Parliament in the abstract but each House’s unique entitlement to conduct its business free from...

The Decommissioning Relief Deed ( DRD) constitutes a contractual arrangement between the UK government and a ' Qualifying Company' involved in oil and gas exploration and production on the UK Continental Shelf ( UKCS), or associated with such a company. It is designed to give clear assurance about the tax relief a Qualifying Company will secure when offshore oil and gas decommissioning is carried out and, in defined circumstances, can also trigger a payment from the UK government to that company. The DRD is issued in a prescribed form by the UK government and cannot be altered in any respect. Its terms are set by that publication, and the deed is not negotiable. For more information on decommissioning in the oil and gas sector, see the following Practice Notes: ...

FORTHCOMING CHANGE : On 3 December 2025, Torsten Bell set out plans for legislation permitting the creation of statutory guidance on fiduciary duties. The aim is to give trustees practical certainty about incorporating wider considerations within existing duties, including, in particular, system-level risks such as climate change and the long-term impacts of investments on members’ outcomes. It will further explain how trustees may take account of members’ views and will restate the need to consider all financially material factors, whilst remaining aligned with acting in members’ best interests (see DWP Parliamentary response, 19 January 2026). A consultation on the guidance will take place before it is finalised. THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL PENSION SCHEMES Trustees of an occupational pension scheme are responsible for safeguarding and investing the scheme’s assets so that the benefits the scheme promises can be paid. These...

Legalisation Most papers that a notary public or a scrivener notary attest are intended to have effect in a country or jurisdiction outside England and Wales. Legalisation is the method by which one state, eg England and Wales, confirms to another state, ie the receiving jurisdiction, that the signature and seal of a public official, such as a notary, are genuine, following checks against its register. As the receiving jurisdiction has no independent means of knowing whether the notary’s seal and signature are authentic, the notary’s signature and seal may need to be legalised by the Foreign, Commonwealth and Development Office ( FCDO) and, on occasion, a foreign Embassy, Consulate or High Commission, to evidence the notary’s status. The process is complex and varies with the receiving jurisdiction’s requirements, so specialist advice should always be...

FORTHCOMING DEVELOPMENT : On 26 March 2026, HM Treasury unveiled the draft Money Laundering and Terrorist Financing ( Amendment) Regulations 2026 (the draft Money Laundering Regulations). The instrument gives effect to the government’s reply to the consultation ‘ Improving the effectiveness of the Money Laundering Regulations’. That response concluded that, although the underlying framework remains fit for purpose, a handful of targeted adjustments would enhance outcomes for regulated businesses and their customers in practice. The proposals concentrate on trust registration measures and a recalibration of enhanced due diligence thresholds. brings certain non‑excluded trusts holding UK land acquired before 6 October 2020 within scope of registration; removes SDRT as a trigger for taxable trust registration; widens information access to include type C trusts; and enlarges the list of excluded trusts. It also revises the enhanced due diligence threshold so it captures...

This Practice Note It explains how to assess whether the UK courts have authority to hear an IP dispute. It reviews the general landscape for conflicts about IP rights, and then identifies specific considerations for patents, trade marks, copyright and design rights. The emphasis is on the courts of England and Wales (often called the English courts for ease), while also addressing how cases are allocated across the different UK courts. For convenience, these are sometimes described as the English courts, yet the Note also considers how work is distributed between the various courts across the UK. Although IP protections operate on a national or regional territorial footing, the characteristics of the underlying subject matter (eg inventions, literary works, and the like) enable near‑instant cross‑border movement, particularly in the digital era. Therefore, deciding which court has jurisdiction can be a...

Trust property that carries a qualifying interest in possession ( QIIP) can become liable to inheritance tax ( IHT) in these circumstances: when the life tenant (the beneficiary holding the interest in possession) dies where the life tenant dies within seven years of a transfer or a lifetime ending of their interest following a transfer or conversion of the interest into a non-qualifying or discretionary interest For more on QIIPs, see Practice Note: The meaning of qualifying interest in possession. Property over which a QIIP subsists is not relevant property, so it is not exposed to principal and exit charges during the trust’s life. See Practice Note: The meaning of relevant property for details. Death of the beneficiary with the qualifying interest in possession On the death of the beneficiary with the QIIP (the life tenant), the trust property is valued and...

This Practice Note was originally prepared by Dame Judith Farbey DBE. Amendments to immigration law can mean that a person applying for entry or leave under one rule or policy finds their application decided by reference to a different rule or policy. This Note outlines the principles the courts have employed when considering the impact of changes in law or policy on individual cases... the presumption against the retrospective effect of legislation the legal consequences of withdrawing a policy the principle of legitimate expectation These matters are nuanced. Advice to clients will frequently hinge on the specific facts rather than the automatic transposition of what the courts have stated in earlier decisions. The purpose of this Note is to lay a foundation for a general appreciation of certain legal principles... The presumption against the retrospective effect of...

Lexis+® UK Immigration subscribers can use the schedule of absences spreadsheets below to work out an individual’s time spent outside the UK for a range of application types. for settlement in work routes, Long Residence and naturalisation applications (incorporating ‘rolling absences’ tool) Use the link below to download the spreadsheet: This spreadsheet can assist in preparing applications for indefinite leave to remain in the UK within work, business and investment routes under the Immigration Rules. In the post- Brexit, ‘simplified’ Immigration system, these routes now refer to indefinite leave to remain as settlement. It can also support naturalisation as a British citizen under section 6 of the British Nationality Act 1981, although the rolling absences feature is not relevant in that scenario. For work, business and investment routes, it is appropriate for those whose initial leave was granted under Immigration Rules effective on or after 11...

Practice Note Throughout this Practice Note, the expressions ‘leave to enter/remain’ and ‘permission to enter/stay’ are treated as equivalent. The Immigration Rules now use ‘permission’ for streamlined routes, although ‘leave’ continues to appear in other stay categories and in the governing statutes. An individual who holds permission to enter or remain in the UK, and who intends and is allowed to seek further residence beyond the expiry of their present leave, or who plans to move to a different immigration route, will usually need to submit an in‑country application to the Home Office to vary their permission. Permission can be varied: by limiting, extending, or removing the cap on its duration, or by imposing, changing, or cancelling conditions attached to it. See Practice Note: Conditions of permission to enter or stay in the UK for more detail. This Practice Note addresses the following...

‘ Disabled trust’ A ‘disabled trust’ receives preferential inheritance tax ( IHT) treatment. Access to this concession depends on meeting specific qualifying conditions. Eligibility requires the trust to be a type permitted under section 89 of the Inheritance Tax Act 1984 ( IHTA 1984), as amended, and to have a qualifying disabled beneficiary. Before the Finance Act 2006 ( FA 2006), disabled persons’ trusts were little known among practitioners. FA 2006 moved most life interest trusts—particularly inter vivos arrangements rather than those set up by Will—into the relevant property regime. Consequently, for many families the IHT effects of transferring assets to a life interest trust mirrored those already applied to discretionary trusts. Chief among these was a 20% entry charge on amounts above the nil-rate band ( NRB) for IHT (£325,000 in England and Wales up to 5 April 2023). Trusts holding more than the NRB...

This Practice Note provides guidance on pursuing a ‘ UK GDPR claim’. It does so by referring to the United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR), as revised by the Data ( Use and Access) Act 2025 ( DUAA 2025), together with the Data Protection Act 2018 ( DPA 2018). Matters falling within the EU are governed by the EU’s General Data Protection Regulation, Regulation ( EU) 2016/679 ( EU GDPR). UK data protection rules—most notably Assimilated Regulation ( EU) 2016/679, UK GDPR—originate largely from EEA regimes and consequently rest on comparable foundations, albeit with some granular divergences. In the UK, “assimilated law” denotes retained EU law ( REUL) that continued post‑2023, including the UK GDPR. Re‑labelling REUL (and related expressions) as assimilated law signalled an alteration in its standing and handling under UK law, meaning it is...

Background to exclusions which apply to several kinds of activity Section 19 of the Financial Services and Markets Act 2000 ( FSMA 2000) imposes the ‘general prohibition’: no person may perform regulated activities in the UK unless authorised or exempt. For guidance on the prohibition and its territorial reach, see Practice Notes: The general prohibition and implications of its breach and Territorial scope of the general prohibition. ‘ Regulated activities’ comprise specified activities undertaken by way of business that relate to ‘specified investments’ or any property to which the specified activity pertains. Here, ‘specified’ means designated by HM Treasury. The Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001, SI 2001/544 ( RAO) sets out the activities and investments that are so specified. For further detail on what amounts to regulated activities, see Practice Note: What are regulated activities? For an...

What is an 'eligible complainant'? To take a complaint to the Financial Ombudsman Service ( FOS), the individual must qualify as an 'eligible complainant'. This requirement applies whether the case falls within the FOS’ Compulsory Jurisdiction or its Voluntary Jurisdiction (see below and the Practice Notes: Financial Ombudsman Service—compulsory jurisdiction and Financial Ombudsman Service—voluntary jurisdiction). The FOS can only consider a complaint that is made by, or submitted on behalf of, an eligible complainant. Moreover, provided the complainant is eligible, someone authorised by them, or otherwise legally entitled, may bring the complaint in their stead, even if that person (the agent) would not themselves be an eligible complainant—for example, where the complainant opts to be represented by a claims management company ( CMC) or by a relative. For an eligible complainant to permit another to act for them, they must sign the FOS...

The meaning of financial assistance—overview Financial assistance is defined in the Companies Act 2006 ( CA 2006). In essence, it covers any support a company provides to enable the purchase of its own shares, where funding is supplied to make that acquisition possible. See below for the categories of company to which these rules apply, together with what amounts to financial assistance for these purposes. Where help is given, it will constitute financial assistance if money, or anything with monetary value, is involved. That said, the help need not involve any expense for the person providing it. The following authorities offer further guidance on the meaning of financial assistance: Charterhouse Investment Trust Ltd v Tempest Diesels Ltd Wallersteiner v Moir The consequences of giving unlawful financial assistance can be serious—see: Consequences of contravening the financial assistance rules, below. Types of companies to which the rules...

Background to the client money rules The framework setting out how a firm must protect and manage client money connected to its investment business appears in chapter 7 of the Clients Assets sourcebook ( CASS 7), which is part of the Financial Conduct Authority’s ( FCA) Handbook. These provisions expand on the FCA’s overarching obligation in Principle for Business 10 that 'a firm must arrange adequate protection for clients' assets when it is responsible for them'. This Practice Note explains the scope of client money and the detailed requirements in CASS 7 for handling it, including where it must be paid, how it should be segregated, and the diligence expected regarding the entities with whom it is held: What constitutes client money—and what does not CASS 7 obligations to pay client money into particular accounts The requirement to maintain...