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Professional Support Lawyer, Finance PG (Transactional teams)
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Contributions by CMS

38

Advantages and disadvantages of BIM
Practice Note

This Practice Note looks at the advantages and disadvantages of adopting building information modelling (BIM) on a construction project.

Algeria merger control
Practice Note

A conversation with Amine Sator, local partner at Algerian law firm CMS BFL on key issues on merger control in Algeria. This is part of our collection of over 120 maintained national merger control guides.

Construction insolvency—how to spot problems and how to protect yourself—consultants
Practice Note

This Practice Note is intended to provide advice to consultants on how to spot problems with insolvent clients (which, for the purposes of this note may mean employers or contractors) and how the consultant can take steps to protect itself. It deals with the consultant’s right to suspend and/or terminate under an appointment, the measures which a consultant might implement at pre-contract stage or in the appointment terms and conditions in order to protect itself and the differences where a novation situation exists.

Construction insolvency—how to spot problems and how to protect yourself—contractors
Practice Note

This Practice Note is intended to provide advice to contractors on how to spot problems with insolvent employers and how the contractor can take steps to protect itself in advance. It deals with the contractor’s right to suspend and/or terminate under a construction contract, the measures which a contractor might implement at pre-contract stage in order to protect itself including direct payments from a bank, project bank accounts and guarantees and the practical issues which arise following an insolvency.

Construction insolvency—how to spot problems and how to protect yourself—employers
Practice Note

This Practice Note is intended to provide advice to employers on how to spot problems with insolvent contractors and how the employer can take steps to protect itself. The note deals with the employer’s right to terminate under a construction contract and the steps which an employer might take, particularly at pre-contract stage, in order to protect itself.

Construction insolvency—how to spot problems and how to protect yourself—sub-contractors
Practice Note

This Practice Note is intended to provide advice to sub-contractors on how to spot problems with insolvent contractors and how the sub-contractor can take steps to protect itself in advance. It deals with the sub-contractor’s right to suspend and/or terminate under a sub-contract and the measures which a sub-contractor might implement, particularly at pre-contract stage, in order to protect itself.

Contractual implications of BIM
Practice Note

This Practice Note considers how construction contracts (building contracts, sub-contracts, consultant appointments etc) may need to be drafted/amended where building information modelling (BIM) is being used on a project. It looks at the contractual implications of BIM at different stages of a construction project: the design phase, construction phase and operation phase. It also looks at the approach to BIM of the JCT and NEC standard form building contracts and the RIBA Plan of Work 2013.

Film finance
Practice Note

This Practice Note considers the key assets that exist in a film, the different methods of structuring a typical film finance transaction, the key financing terms and budget for financing a film, the key parties involved, the typical conditions precedent, the main methods used to take security over the film and related assets and the important commercial arrangements required for generating and distributing any proceeds realised

Management of BIM
Practice Note

This Practice Note looks at the additional roles involved when building information modelling (BIM) is used in relation to a construction project, what those roles involve and other key considerations that the use of BIM gives rise to.

Maritime contracts in the offshore oil & gas industry—an introduction
Practice Note

This Practice Note is aimed at providing an introduction to the more common maritime agreements typically used in the oil & gas industry, with particular focus on charterparties and the key issues which are common to all types of charterparties.

State aid and infrastructure
Practice Note

This Practice Note reviews the application of State aid rules (under Article 107 TFEU) to the financing of infrastructure projects.

State Aid and public procurement
Practice Note

State aid and public procurement are areas of law that, despite having separate rules, significantly overlap. It is important for contracting authorities to take account of this when awarding public contracts. This Practice Note focuses on circumstances and conditions which the contracting authority should consider to limit the risks of masked granting of State aid in the process of awarding public contracts.

State aid and SGEI
Practice Note

Services of general economic interest (SGEI) are activities that are of particular importance to the public and would not be supplied (at least not under the same conditions) if the state did not intervene. It is important to consider the application of the State aid rules to SGEIs; if a SGIE meets the conditions set out by the Court of Justice in the Altmark case, the State aid rules will not apply.

State aid and the market economy operator principle
Practice Note

Economic transactions carried out by Member States do not confer an advantage in favour of an undertaking, and therefore do not constitute State aid under EU law, if they are carried out in line with normal market conditions. The European Commission has established the ‘market economy operator principle’ or MEOP to assess whether, in similar circumstances, a private investor of a comparable size operating in normal market economy conditions would have made the same investment. This Practice Note looks at the application of the MEOP to investments made by Member States.

State aid procedure
Practice Note

This Practice Note summarises the procedure for State aid investigations, including for notified aid, unlawful aid, misused aid and existing aid.

State aid under the General Block Exemption Regulation
Practice Note

This Practice Note provides a basic framework for assessment under the General Block Exemption Regulation (GBER) and its current scope. It provides an overview of the general approach of the GBER and also specific provisions relating to different types of State aid. Also, the practical implications of the revised GBER, the pitfalls and opportunities.

Taking security over intellectual property—practical points
Practice Note

This practice note deals with the interrelationship between the law relating to security and the law relating to IP. It is increasingly recognised that all businesses own and use IP of some kind. Lenders in sectors which include IP-rich businesses are focusing increasingly on ensuring that their security captures the value of this IP. The law relating to security over IP is uncertain, and lenders must manage their way through the uncertainty. In addition, security over IP rights may be costly to put in place and difficult to enforce.

Trade mark infringement and interim injunctions
Practice Note

This Practice Note explores the use of interim relief in trade mark proceedings, with a focus on interim injunctions. It examines law, procedure and practical issues relating to interim prohibitory injunctions, search orders and Norwich Pharmacal Orders.

What is State aid
Practice Note

This Practice Note provides an overview of the EU State aid rules, and specifically what constitutes ‘aid’ for the purposes of Article 107(1) TFEU.

Other Work
Checklist for reviewing a foreign law legal opinion

This checklist contains a summary of the main points to consider when acting for the lender in reviewing a draft legal opinion prepared by overseas counsel in relation to a financing transaction which involves obligors which are incorporated in, and/or documentation which is governed by the laws of, an overseas jurisdiction

Contributions by CMS Experts

20

An introduction to corporate governance and share schemes
Practice Note

This Practice Note introduces the concept of corporate governance and in particular the UK approach to corporate governance in relation to share schemes. This Practice Note examines both the regulatory approach to corporate governance in the UK and the institutional guidelines issued by some of the main bodies including the Investment Association (IA), the Pensions and Lifetime Savings Association (PLSA) (formerly called the National Association of Pension Funds (NAPF) and the Pensions & Investments Research Consultants (PIRC). Finally the Practice Note looks at how companies monitor their compliance with the UK Corporate Governance Code and how the corporate governance regime differs in the UK for financial services firms. This Practice Note is written in partnership with Graham Muir and Dilpa Raval of CMS.

An introduction to Enterprise Management Incentive options for corporate lawyers
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to Enterprise Management Incentive options (EMI options).

An introduction to tax-advantaged Share Incentive Plans for corporate lawyers
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to HMRC approved Share Incentive Plans (SIPs).

An introduction to tax-advantaged share option schemes for corporate lawyers
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to tax-advantaged share option schemes.

Corporate issues in relation to share incentives
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note focuses on corporate issues that arise in the context of share incentives (also known as share schemes).

Disguised remuneration and its relevance to employee share incentives—a guide for corporate lawyers
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note refers to the aspects of disguised remuneration legislation which apply to employee share incentives (also known as share schemes).

Group personal pensions
Practice Note

This Practice Note explores the key features of group personal pension (GPP) schemes (a type of defined contribution (DC) scheme often referred to as a contract-based scheme), including their distinction from occupational pension schemes and other personal pension schemes and the advantages and disadvantages to employers of using such schemes for the provision of pension benefits for employees.

Investment-regulated pension schemes (IRPS)
Practice Note

This Practice Note looks at investment-regulated pension schemes (IRPSs), a particular category of registered pension schemes introduced by the Finance Act 2004 that are subject to additional controls on the asset classes that can be held as investments. In particular, this Practice Note covers what an IRPS is, the meaning of taxable property (residential property and tangible moveable property), the circumstances in which taxable property is held directly and indirectly, the circumstances in which indirect holdings constitute genuinely diverse commercial vehicles, and the tax charges that apply where an IRPS acquires a direct or an indirect holding in taxable property which is not held through a genuinely diverse commercial vehicle.

Investments for personal pensions
Practice Note

This Practice Note looks at the framework surrounding investments in personal pension schemes (sometimes referred to as contract-based schemes). In particular, this note looks at the tax treatment of investment income and gains, and tax-related investment restrictions, including the impact of provisions relating to unauthorised member payments.

Personal pensions—an introduction
Practice Note

This Practice Note focuses on the key aspects of personal pension schemes (a type of defined contribution (DC) scheme), including their development, registration requirements, contributions and tax relief framework, investments, benefits, transfer values and disclosure requirements.

R&I spotlight on planning law
Practice Note

This Practice Note, written in partnership with Martin Evans and Tim Stansfeld of CMS, offers guidance on planning law for insolvency professionals. It includes the main laws and regulations governing this area, the situations where insolvency practitioners may come across planning law issues and the steps they can take to protect themselves.

Restricted securities—what are they and how are they taxed? A guide for corporate lawyers
Practice Note

Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note gives an introduction to restricted securities in the context of share incentives (also known as share schemes), examining what they are and the tax treatment that they are subject to.

Securities options—income tax treatment
Practice Note

This Practice Note explains the income tax treatment of securities options that are employment-related. The tax treatment on acquisition and on subsequent exercise (or other chargeable event) is considered. This Practice Note was produced in partnership with Graham Muir of CMS.

Self-invested personal pensions (SIPPs)
Practice Note

This Practice Note looks at self-invested personal pensions (SIPPs), in particular how they are established, the governing documentation, the investment possibilities and restrictions, and what is classified as taxable property. It also looks at some tax cases involving investments in SIPPs.

Stakeholder pension schemes after 1 October 2012—an introduction
Practice Note

This Practice Note provides an introduction to the statutory framework and operation of stakeholder pension schemes (a type of defined contribution (DC) scheme) after 1 October 2012. In particular, this Practice Note looks at employers’ remaining duties in relation to stakeholder schemes, eligibility and contribution considerations, registration requirements, permitted charges and enforcement issues.

Stakeholder pension schemes before 1 October 2012 [Archived]
Practice Note

ARCHIVED: This archived Practice Note provides an introduction to the statutory framework and operation of stakeholder pension schemes (a type of defined contribution (DC) scheme) before 1 October 2012. In particular, this Practice Note looks at the duties employers were under in relation to stakeholder schemes before that date, exemptions to those duties, eligibility and contribution considerations, registration requirements, permitted charges and enforcement issues.

Transfers and personal pensions
Practice Note

This Practice Note looks at transfers to and from personal pension schemes (being contract-based pension schemes), including the statutory right to transfer, cash equivalent transfer value (CETV) legislation, non-statutory transfers, the concept of ‘recognised transfer’, transfer due diligence, additional requirements for transfers of safeguarded-flexible benefits, the tax treatment of transfers and other miscellaneous points (eg transfers without member consent, best practice concerning timescales of transfers).

Winding up of personal pension schemes
Practice Note

This Practice Note looks at legal and practical issues that arise on the winding up of a personal pension scheme by its provider, scheme administrator and any trustee.

Other Work
England and Wales—cross border banking and finance guide

This cross border Banking & Finance guide provides a summary of the key issues for lenders providing commercial loan facilities in England and Wales including loan markets and recent developments, lending, security and guarantees, enforcement, intercreditor issues and governing law and disputes

Types of personal pension schemes—overview

This Overview provides an outline of the various types of personal pension schemes, which include group personal pensions (GPPs), stakeholder pension schemes, self-invested personal pensions (SIPPs), investment-regulated pension schemes (IRPSs), and legacy arrangements (such as retirement annuity contracts).

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