Legal Practice Notes

This brief overview explains the process for registering a new foreign company with a UK establishment, in line with the Companies Act 2006 ( CA 2006) and the Overseas Companies Regulations 2009 ( OC Regs). For a fuller review of the matters and procedures typically involved in the registration, operation and closure of an overseas company with a UK presence, see Practice Notes: Overseas companies with an establishment in the UK, Overseas companies in the UK—ongoing operation and Overseas companies in the UK—winding up, liquidation, insolvency and closure. The framework for registering an overseas company trading in the UK is separate and distinct from the registration of overseas entities with an interest in UK property, which commenced in August 2022. For further information on the register of overseas entities that own UK property, see Practice Note: Register of overseas entities that hold UK...

This Practice Note outlines examples of employment discrimination judgments based on the protected characteristic of philosophical belief, centring on gender-critical and/or gender identity beliefs. The decisions are arranged in approximate chronological order. For additional detail on the protected characteristic of religious or philosophical belief, see Practice Note: Religion or belief. Forstater v CGD Europe In Forstater, the claimant, a researcher and writer, engaged with the respondents through consultancy agreements. She posted tweets about proposed reforms to the Gender Recognition Act 2004 ( GRA 2004) that would allow individuals to self-identify their gender. Some members of staff at the respondents raised objections, describing the tweets as transphobic. When her consultancy engagements were not extended, Ms Forstater maintained that this was due to the gender-critical views she had expressed. She brought employment tribunal claims alleging direct discrimination on the basis of a...

Employment This playbook sets out guidance for preparing and negotiating an executive service agreement for a director or senior hire. It presents a preferred stance and an alternative fall-back for the clauses most often debated, but it will not necessarily capture every point that might surface in a specific negotiation. The template is suitable for lawyers acting for the employer and for in-house counsel. Users should adapt it to reflect the client’s circumstances and to safeguard the client’s position. The risk level indicated may differ according to the client. For templates, see: Precedent: Executive service agreement; Precedent: Executive service agreement (short form); Precedent: Executive service agreement ( Scotland); Executive service agreement (short form, Scotland). See also Settlement (employment)—overview and: Precedents: Letter—advice to employer client regarding draft executive service agreement; and Letter—advice to employee client regarding executive service...

In family enterprises, succession is a complex, multi-faceted journey, not a one-off moment. The enduring challenge is to balance the interests of the owners, the business itself, and the wider family and its interests. It requires input from advisers with diverse technical specialisms and backgrounds; to help them collaborate effectively in the family firm's best interests, it is useful to view succession as moving through a series of distinct, successive stages over time. If any stage is overlooked or poorly handled, the transition may stall or prove unsuccessful. The phases are preparation, disengagement, exploration, choice and implementation, and the tasks within each are set out below. Preparation In readiness for transferring the family business: the family must acknowledge and accept that change is unavoidable they should invest in learning from what other families have done and gather information and insights on the latest...

There are different types of family constitution: unwritten written or part-written codified Unwritten family constitution Many family enterprises operate without a documented constitution. Stakeholders often characterise governance as simply ‘how we do things round here’, and they will assure outsiders that lacking a written constitution or formal structures (for example, an active board or family council) does not equate to disorder. Everyone understands what is required of them, what they may expect of others, and they act in ways that sustain the family’s implicit rules. These arrangements are not solely the product of intentional design or official decisions. Much of the governance of a family firm emerges organically from countless day‑to‑day interactions—within the family business and with the wider world. Over time, these encounters give rise to habitual practices that become embedded, forming part of the business’s folklore and serving as the...

Family office The phrase ‘family office’ spans a wide array of circumstances, so there is no universally agreed definition. The Family Firm Institute, however, characterises a family office as: ‘ A separate entity apart from the operating business (and sometimes created with the assets realised after the sale of a family enterprise) consisting of a diversified wealth portfolio held for the benefit of the family’ ( Family Enterprise; understanding Families in Business and Families of Wealth Wiley 2014 (not reported by Lexis Nexis®)). Such offices are largely, and more commonly, the preserve of high net worth—indeed ultra high net worth—families (ie those with investable assets above $30m), with varied holdings and complex affairs. That complexity can create scope for disputes. Nonetheless, with a well-designed structure supported by a clear strategy and effective family governance, a family office can yield substantial...

This Horizon scanner reviews current and upcoming developments relevant to Dispute Resolution ( DR) lawyers as at 16 September 2025. It reflects changes since the 12 February 2025 edition of the Horizon scanner: Dispute Resolution— Horizon scanner— February 2025 [ Archived]. Hot topic— CPR and PD updates A further set of CPR rules and Practice Direction ( PD) revisions takes effect on 12 September 2025 and 1 October 2025. September CPR changes Revisions to CPR 82 refine the closed material procedure. The amendments widen permissions on who a special advocate may contact, and bring in ‘draft closed summary’ and ‘draft closed defence’ documents for application hearings. For more on closed material procedure, see Practice Note: Closed Material Procedure. October PD and CPR changes The principal update ends the Electronic Working Pilot Scheme under CPR PD 51O, replacing it with a permanent PD— CPR PD 5C. For guidance on the...

Most family-run enterprises are in private hands rather than publicly listed. Consequently, the governance framework designed for quoted companies, such as the UK Corporate Governance Code ( UKCG Code) and the FRC Guidance on Board Effectiveness, tends to be of only peripheral relevance to them. Evolution of the board in a family business In the typical nascent family venture, the founder entrepreneur usually leads the board, with relatives commonly in supporting positions within the business. That said, even among sizeable, longstanding family firms, boards frequently comprise a family majority, particularly in well-established businesses of significant scale. A central challenge, if the business is to endure and prosper, is shaping a capable board—one that harnesses the owning family’s advantages, recognises and offsets skill gaps, whilst delivering clear and robust strategic direction and diligent oversight. In reality, the board, its make-up and remit must mature in step with the...

Principle 9 In March 2010, the European Confederation of Directors' Associations (eco Da) released Corporate Governance Guidance and Principles for Unlisted Companies in Europe. It sets out 14 principles that family enterprises can adopt in a staged or phased way to shape a governance framework suited to their needs, considering the company’s size and the ownership group’s complexity. Principle 9 champions sound governance in family-controlled businesses and recommends putting in place family governance mechanisms that encourage coordination and mutual understanding amongst family members, whilst also organising the relationship between family governance and corporate governance. This reflects the long-accepted view in the family business field that any strategy seeking to optimise a family’s financial, intellectual and social wealth must include practical guidance on governing the family well. Yet the eco Da guidance unfortunately blurs ‘family’ with ‘owners’. These are separate interests that require distinct...

Corporate intangible assets regime — general rule Under Part 8 of the Corporation Tax Act 2009, a company’s profits and losses on intangible fixed assets are taken into account for corporation tax as credits and debits in accordance with the accounting treatment of those assets. In essence, GAAP-compliant accounts form the foundation for determining the taxable and relievable amounts connected to a company’s IFAs. This is often summarised as ‘tax follows the accounts’. There are, however, several exceptions where the corporate intangible assets rules require a departure from the accounting outcome, with IFA credits and debits calculated on a different footing. For broader guidance on the taxation of IFAs, see Practice Note: How intangible fixed assets are taxed—basic principles. Relevant assets One instance where the legislation moves away from relying on the company’s accounts concerns ‘relevant assets’. A relevant asset is: goodwill in a business or part of a...

This Practice Note is a ‘how to’ guide on drafting and negotiating a good faith obligation in a commercial business-to-business ( B2B) agreement which signposts relevant content. It points to related materials on potentially relevant topics, such as the meaning of good faith, initial considerations, express and implied good faith duties, agreements to negotiate, remedies, companion clauses to evaluate and hands-on practical drafting tips. Distinct from the position in some legal systems, English law does not recognise a general obligation of good faith for commercial dealings. The parties can, however, expressly stipulate in their contract that one or both of them must act in good faith in carrying out a specified task. Such a commitment can be framed as a mutual covenant or imposed on a single party only. In the absence of an express good faith term, a party may contend that a duty of good...

Introduction From 6 April 2027, the draft Finance Bill 2025–26 will overhaul how pension assets are taxed on death. Unspent pension pots and discretionary lump‑sum death payments will count within the deceased’s estate for inheritance tax ( IHT). Gifts to a spouse, civil partner or a charity stay exempt; however, passing funds to other recipients (for example, children) could face a 40% charge. Where death occurs after age 75, beneficiaries’ withdrawals can also incur income tax, potentially producing a combined tax hit of as much as 67%. Key Changes unused pension pots and discretionary death benefits will fall within the scope of IHT personal representatives must handle valuation and reporting of these liabilities......

Who is intended as a new trustee? Anyone with legal capacity to own and administer property may serve as a trustee (see Practice Note: Trustees—appointment of trustees), and a corporate body can likewise perform this function where permitted (see Practice Note: Trust corporations for law firms). A proposed trustee should fully grasp their duties and obligations, which can be considerable, and prospective candidates should recognise these demands. Consider whether a trust instrument exists and, if so, what authority it grants for appointing fresh trustees. The settlor may keep the power to appoint during life, with that power moving to the trustees on death, or the settlor may nominate another holder to exercise that power. Trust deeds commonly confer on the current trustees the authority to appoint additional or replacement trustees under the deed itself. If no express power applies—or in parallel with it—ask whether a...

This Practice Note offers a practical ‘how to’ overview of making a freedom of information ( FOI) request, with primary attention on applications under the Freedom of Information Act 2000 ( FIA 2000). Both FIA 2000 and the Environmental Information Regulations 2004 ( EIR 2004), SI 2004/3391, grant a right to access recorded information held by public authorities. The emphasis here is on FIA 2000. For more on EIR 2004, see: Environmental information—overview. This note does not address the grounds for refusing an FOI request or for withholding material. For those topics, see Practice Notes: Absolute exemptions to a freedom of information request and Qualified exemptions to a freedom of information request. Key legislation and guidance This guide should be read alongside the following legislation, code of practice, and Information Commissioner’s Office ( ICO) materials: FIA 2000 Cabinet Office— Freedom of...

This ‘ How to’ guide explains how to run a disciplinary or misconduct investigation in Ireland. When a suspected misconduct matter emerges at work, the initial step is to examine the issue, establish the facts, and decide on an appropriate employer response. Doing so enables the employer to act fairly and reduce the likelihood of unfair dismissal claims. The purpose of a disciplinary investigation A disciplinary investigation seeks to clarify the facts and context surrounding an allegation of misconduct against an employee. It serves two main aims: to collect, in a fair and impartial way, all evidence and records relevant to the allegation to advise whether the issue should proceed to disciplinary action under the employer’s formal disciplinary procedure Legal considerations and implications Those advising in this field may find it useful to consult: Article 40 of the Constitution of Ireland Section 14 of the...

This month marks the formal start of the transition to a new merger regime in Australia, the Egyptian Competition Authority ( ECA) issuing an FAQs guide clarifying various matters, amendments (including merger control changes) to Mexico’s Federal Economic Competition Law taking effect, and Paraguay’s yearly update of merger control thresholds. Australia—transitional period for new merger regime begins; government confirms notification thresholds and notification fees From 1 July 2025, Australia’s new merger control framework took effect. It is presently available on a voluntary basis, and will be compulsory from 1 January 2026 for any share or asset acquisitions that meet the monetary thresholds. On 30 June 2025, the government settled a notification instrument setting out key aspects of the regime (including the notification thresholds, targeted notification requirements, forms and fees). Notification thresholds The final instrument leaves unchanged the turnover thresholds for mandatory notification, as previously proposed in the...

CASE HUB See more, timeline, commentary and connected cases. Case facts European Commission merger inquiry under Article 14(1) EUMR into inaccurate or misleading information supplied by KKR during the Commission’s 2024 review of KKR’s acquisition of Net Co. Latest developments On 24 July 2025, the Commission opened its investigation. Parties KKR & Co. Inc ( KKR): Headquartered in the US, KKR is a global investment firm providing alternative asset management alongside capital markets and insurance services. Net Co: Based in Italy, Net Co is a newly established company that comprises Fiber Cop—presently jointly controlled by KKR and TIM—as well as TIM’s primary and backbone fixed-line network......

A party may apply to the court for a Norwich Pharmacal Order ( NPO), a judicial direction obliging a third party to disclose documents or information. The label originates from Norwich Pharmacal Co v Customs and Excise Commissioners. An NPO is usually granted where a legal wrong has been committed (or is reasonably suspected) and a third party, drawn into the wrongdoing (even innocently), is able to supply information or documentation necessary to identify or pursue the wrongdoer. Applications for an NPO are brought under CPR 31.18 and, although CPR 46.1 (pre-commencement disclosure and orders for disclosure against a person who is not a party) does not directly apply to these applications, the courts have drawn comparisons between the two regimes. For further information on NPOs in general, together with making an application for an NPO, see Practice Notes: Norwich Pharmacal orders ( NPOs) and...

CASE HUB ARCHIVED — this archived case hub sets out the position as at the decision date of 13 February 2026; it is no longer maintained. See further, timeline. Case facts Outline European Commission merger review of Universal Music Group N. V.’s proposed takeover of Downtown Music Holdings LLC ( M.11956). The deal entails horizontal overlaps regarding the wholesale market for recorded music distribution and the supply of artist and label services within the EEA. Latest developments On 13 February 2026, the Commission approved the merger subject to commitments. It determined there would be no significant impediment to effective competition in recorded music, artist and label services ( A& L), or music publishing. Nonetheless, it raised a wholesale distribution concern linked to Universal Music Group’s potential access to competitively sensitive data processed by Curve (covering rival artists), enabling insights into competitors’ performance by region and...

Search and seizure—the law The Financial Conduct Authority ( FCA) and the Prudential Regulation Authority ( PRA) (together, the Regulators) possess powers to enter premises and carry out searches and seizures under a warrant. The chief power, and the focus of this Practice Note, arises under section 176 of the Financial Services and Markets Act 2000 ( FSMA 2000). A range of the Regulators’ other key powers—exercisable both with and without a warrant—are outlined below under Other powers of search and seizure. This Practice Note: sets out the Regulators’ powers of entry, search and seizure examines the duties on firms and individuals to co‑operate with the Regulators offers practical guidance on preparing for a dawn raid details how firms and individuals should respond when a warrant is executed Power to apply for warrant Under FSMA 2000, s 176, the Regulators may apply to a...