Legal Q&A

Recognised growth market exemption from stamp duty and SDRT The recognised growth market exemption from stamp duty and SDRT covers securities admitted to trading on a recognised growth market, provided they are not listed on any market. Although people often say AIM shares are ‘listed on AIM’ or ‘ AIM listed’, they are in fact unlisted; it is therefore better to describe them as ‘ AIM traded shares’ or simply ‘ AIM shares’. They are classed as unlisted because they are not included in the UK official list. Under section 1005(3) of the Income Tax Act 2007 ( ITA 2007), a security admitted to trading on a UK recognised stock exchange counts as ‘listed’ only if it appears on the UK official list. Furthermore, section 99A(3) of the Finance Act 1986 confirms that the meaning of ‘listed’ in ITA 2007, s...

Under the Housing Act 1985 ( HA 1985), tenants and leaseholders may make improvements to their homes, provided they secure the landlord’s consent in advance of commencing any repairs, and that they observe and comply with certain specified applicable relevant conditions. The Leasehold Reform, Housing and Urban Development Act 1993 ( LRHUDA 1993) entitles secure tenants of local authorities to seek compensation, at the close of their tenancy, for improvements they have lawfully undertaken and completed. Housing Corporation Circular HC33/94 widened the LRHUDA 1993 scheme to include tenants of registered social landlords, for example, housing association tenants, bringing them within scope......

K/ S Victoria Street v House of Fraser In K/ S Victoria Street v House of Fraser, the Court of Appeal held that a tenant’s surety may neither promise nor provide a guarantee for the tenant’s assignee, save by securing the tenant’s liabilities under an authorised guarantee agreement on assignment......

The Consumer Rights Act 2015 ( CRA 2015) The Consumer Rights Act 2015 ( CRA 2015) revised and brought together consumer protection laws with effect from 1 October 2015. Primarily, it applies to consumer agreements for providing goods, services and digital content, and overhauls the rules on unfair terms in consumer contracts. It is generally considered that a guarantor of an assured shorthold tenancy ( AST) is unlikely to qualify as a consumer of goods, services or digital content. Accordingly, any safeguard available under CRA 2015 would arise only through the unfair terms provisions in such circumstances, if applicable......

Section 106 agreements (section 106 of the Town and Country Planning Act 1990 ( TCPA 1990)) These provisions enable any person with an interest in land to, ‘by agreement or otherwise’, enter into obligations under TCPA 1990, s 106(1)(a) to (d), which may: limit or control the development or use of the land require that specified operations or works are carried out stipulate that the land is used in a particular way require payment of a sum or sums to the authority As s 106 allows obligations to be given ‘by agreement or otherwise’, they may equally be created by a unilateral undertaking, rather than solely through an agreement. This note considers both mechanisms and their effect in practice. For either an agreement or a unilateral undertaking to bind all interests in the land, everyone holding an interest must be joined as a party to the...

Form D180 ( PDF Format) can be utilised in relation to the registration of orders under Article 39 of Council Regulation ( EC) No 2201/2003 of 27 November 2003 concerning decisions in matrimonial matters ( Brussels II bis)......

Our Q& A centres on residential leases. In the vast majority of leases for flats, there is a term permitting the landlord to re-enter and recover possession where a covenant has been breached; such provisions are the norm, particularly in the context of long leases (those exceeding 21 years). However, the indication in the question that the tenant is content for the lease to be forfeited suggests the situation concerns a short lease, namely an assured shorthold tenancy ( AST). It would be highly unusual for a long-lease holder who has paid a premium comparable to purchasing the freehold to be willing to forfeit that interest. Accordingly, this response proceeds on the footing that the tenant is an AST holder......

We assumed for the purposes of this Q& A there exists in place an arrangement creating a contractual link between the initial equipment supplier and the finance company as lessor; for example, a tripartite agreement among the supplier, lessor and lessee, or a contract between the finance company lessor and the original supplier for the purchase of the equipment before the lessor leases it on to the lessee. We also proceed currently on the basis that no particular industry or sector rules apply to any such arrangement between lessor and original supplier, or between the original supplier and the lessee, that would affect the analysis. This Q& A centres on the principles of construing contracts and the general position for equipment lease and hire agreements. Contract interpretation If a contract does not explicitly provide for an action from which one party seeks to benefit, it must be...

What is a DCFA? Most practitioners know the ‘pure’ CFA, commonly referred to as a ‘no win, no fee’ agreement. Working under a pure CFA, the lawyer or legal representative is remunerated only upon a win, as the CFA expressly defines it. If that outcome is not achieved, no fee is payable for the professional work undertaken on the matter. For additional detail, see the subtopic: CFAs and DBAs for further information. A DCFA is often described as a ‘no win, lower fee’ arrangement in contrast to the pure CFA. Under a DCFA, the client agrees to meet the lawyer’s fees in full on success; if the case fails, a reduced fee is payable to the representative. The role of success fees Success fees exist to ensure a solicitor’s portfolio of CFA-backed litigation can operate at nil net loss overall. Put...

The tenant’s status It is common, when a commercial lease comes to an end, for the occupier to stay on without putting a fresh contract in place. Where Part II of the Landlord and Tenant Act 1954 ( LTA 1954) has been properly contracted out, that continued occupation is, at the outset, either as a tenant at will or as a tenant at sufferance. Once the landlord authorises the occupation, it can no longer amount to a tenancy at sufferance. By way of illustration, serving a notice stating that the occupation is on a tenant-at-will basis clearly constitutes consent. A tenancy at will is inherently fragile and precarious. It can be determined without any advance notice; a simple demand for possession is enough, and nothing further is required to end it by the landlord......

Legal co-owners are equitable tenants in common—conversion to equitable joint tenancy Legal co-owners holding property for themselves as equitable tenants in common may, where they agree, opt to hold as equitable joint tenants by executing a fresh declaration of trust. Please consult Practice Note: Residential property—transfers of equity and dealings with equitable interests in residential conveyancing, paying particular attention to the main section Specific scenarios for guidance on that topic within that resource. You might also find these resources helpful: Trusts of land for property lawyers— Overview Trusts of land—overview ......

As a broad principle, nothing bars a creditor from setting any supply preconditions they consider suitable, save for statutory carve-outs (typically concerning consumer credit, public policy, and unlawfulness). Acceptance of those preconditions by a third party (in your scenario an individual or another business) rests on commercial bargaining, and will be agreed or declined through negotiation between parties. See: Guide to dealing with a distressed business—overview, and Practice Note: A creditor’s guide to dealing with a company in financial difficulty......

The Electronic Communications Code The Electronic Communications Code (the ‘ Code’), found in sections 106–119 and Schedule 3A Pt 1 to the Communications Act 2003, enables Ofcom-authorised operators to obtain rights over land for a range of purposes (see Code para 3). Code rights can be conferred by agreement between a land occupier and an operator, and, in practice, telecoms providers ordinarily seek to secure consensual terms at the outset. If agreement cannot be reached, the Upper Tribunal ( UT) has authority to confer Code rights without the occupier’s consent. The process is initiated by the operator serving a notice under paragraph 20 of the Code......

Insolvency Rules 2016 ( IR 2016), SI 2016/1024, Part 14 Part 14 of the Insolvency Rules 2016 ( SI 2016/1024), which sets out how creditors’ claims are dealt with, also operates in a members’ voluntary liquidation ( MVL) by reason of r 14.1(1). That rule confirms that this Part applies to administration, winding up and bankruptcy proceedings, without any restriction confining its operation to insolvent liquidations. What amounts to a provable debt in a winding up (and equally in administration and bankruptcy) is defined by r 14.2(1). Save as otherwise provided in that rule, every creditor’s claim is provable as a debt against the company or the bankrupt, whether the liability is present or future, certain or contingent, ascertained or recoverable only in damages. For further guidance, see Practice Note: Future debts, contingent debts, secured debts......

The Consumer Contracts ( Information, Cancellation and Additional Charges) Regulations 2013 The Consumer Contracts ( Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 ( CCR 2013) apply to agreements between a trader and a consumer made on or after 13 June 2014. Under CCR 2013, SI 2013/3134, reg 5, three forms of contract are identified: off-premises contracts — regulation 5 sets out four types of off-premises contract distance contracts on-premises contracts — defined as neither off-premises nor distance, meaning a contract concluded at business premises Contracts are further classified, in reg 5, as: sales contracts service contracts digital content contracts CCR 2013 requires the trader to provide the consumer with specified information and, in certain situations, grants a right to cancel. Where a cancellation right exists, the information supplied must include a cancellation notice in the model form, or details of how the consumer can access that form......

Dormant company—exemption from audit A dormant company can be either a public or a private company. It is also set up and operated in the same general manner as any other company. That said, the obligations concerning accounts and audit that generally apply to companies are relaxed for a dormant entity. The annual accounts of a dormant company for a financial year require an audit unless the company benefits from an exemption from audit......

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation ( EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member...

In summary In summary, a business can design its share plan to grant employees who resign voluntarily an equity bonus equivalent to that given to retirees. That said, the tax outcome may differ: according to the form of employee share plan selected and operated, awards might be unable to obtain the same tax-advantaged treatment. Both tax-advantaged and non-tax-advantaged share plans exist in such schemes......

This Q& A considers whether This Q& A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 ( CA 2006)......

A Sponsor may submit applications for multiple licence tiers concurrently; however, in the scenario raised in this Q& A it would be unwise, as approval of one would, by necessity, preclude success of the other. For a Skilled Worker licence (a Worker route), one of the criteria is that the company is lawfully operating or trading in the UK. The Home Office has, of late, taken a firm stance in rejecting Sponsor Licence applications under the Skilled Worker route where the business is not yet producing income—often described as ‘pre‑revenue’. Although limited cases exist in which a pre‑revenue enterprise might still obtain a licence, the prevailing position now is that such bids are typically declined. This reflects current Home Office practice today......