Heads of terms definition

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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

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Heads of terms—share and asset purchases

Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad outline of the parties' expectations, understanding and agreement of the key terms of the proposed transaction which they have agreed in principle. Where used, heads will be signed at the beginning of the transaction as soon as the parties agree key terms and before the buyer incurs costs in conducting its due diligence and negotiating the transaction documents. Whilst the heads will not compel the parties to conclude the transaction on the stated terms, or even at all, they are intended to establish, in principle, the main commercial terms of a deal.There is no standard format for heads of terms and they can either take the form of a letter (as is common) or an agreement. Either party can prepare the heads of terms, although it is common for the buyer to prepare the first draft. First drafts are often prepared by the principals...

Pre-contractual representations and statements

This Practice Note considers statements (whether oral or written) made by one party to another prior to entering into a formal contract and gives an overview of the circumstances in which that statement could be said to form part of the contract or give rise to other remedies. For further information, see Practice Note: Contract interpretation—admissibility of pre-contractual negotiations and statements.Potential rights and remedies arising from pre-contractual statements made before a contract is signedStatements are often made by one party to another as part of the pre-contract negotiations (for example as part of a sales process). Disputes can arise around whether, or which, statements are intended to form part of the contract or potentially give rise to other remedies. Depending on the facts, a pre-contractual statement might take legal effect (and give rise to remedies) as follows:•Contractual terms: In certain circumstances the statement may: ◦be construed to be a term of the contract. Written agreements will often contain exclusion clauses and/or entire agreement clauses in an effort to prevent pre-contractual...

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Ireland—Heads of terms—sale—freehold or long leasehold

Ireland—Heads of terms—sale—freehold or long leasehold SUBJECT TO CONTRACT/CONTRACT DENIED Head of Terms (“Heads”) Sale of [insert] 1 Parties 1.1 Vendor [Insert name and (if applicable) company number] 1.2 Purchaser [Insert name and (if applicable) company number] 2 Property details 2.1 Property [Insert property description] 2.2 [ Title [Insert title number(s)]] 2.3 [ Lease The title to the Property is freehold held in fee simple/the title to the Property is freehold held subject to a Fee Farm Grant/the title to the Property is held under a lease for a term of [insert years] commencing on [insert date], made between [insert original parties] and dated [insert date].] 2.4 [ Occupational lease[s] Date Premises Current tenant Term end date Current annual rent (€)] Clause 3—Rights Use this clause if the sale is a sale of part or a sale of whole where the Vendor has adjoining land and rights and reservations will be required. See Precedent: Transfer of part clauses. 3 [ Rights 3.1 Rights granted [Insert details] 3.2 Rights...

Planning use swap agreement

Planning use swap agreement Dated: Parties 1 [insert party name] whose registered office is at [insert address] (‘the First Party); and 2 [insert party name] whose registered office is at [insert address] (‘the Second Party); and Recitals (A) The First Party intends to submit to the Council a planning application for the Commercial Proposal in respect of the First Property. (B) The Second Party intends to submit to the Council a planning application for the Residential Proposal in respect of the Second Property. (C) The parties agree that the Second Party will submit the Second Planning Application to the Council at the same time as the First Party submits the First Planning Application to the Council, in each case as related planning applications for a Planning Use Exchange in relation to the First Property and the Second Property on the terms hereinafter set out. 1 Definitions and interpretation 1.1 In this Agreement the following expressions shall have the following meanings: Act • Town and Country Planning...

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Where Heads of Terms (HoTs) were agreed but no formal lease was executed and the tenant has been in occupation, can the landlord serve a section 25 notice to terminate any implied agreement? Are they bound by the termination provisions in the HoTs?

Where Heads of Terms (HoTs) were agreed but no formal lease was executed and the tenant has been in occupation, can the landlord serve a section 25 notice to terminate any implied agreement? Are they bound by the termination provisions in the HoTs? In answering this question, the legal effect of the Heads of Terms (HoTs) depends upon the interpretation of the document as it stands: Pretoria Energy Company (Chittering) Limited v Blankney Estates Ltd. Therefore, the HoTs' effect is subject to each case's facts and requires individual consideration. Nevertheless, relevant considerations are, inter alia, as follows: • HoTs labelled ‘subject to contract’, or where it is stipulated that a formal contract would be drawn up, is generally indicative that the HoTs are not legally binding: Winn v Bull (1877) 7 Ch D 29 (not reported by LexisNexis®UK) • HoTs referring to a lease being granted outside of the scope of the Landlord and Tenant Act 1954 (LTA 1954) will also be indicative that there was no intention...

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Local Government weekly highlights—22 May 2025

This week's edition of Local Government weekly highlights includes coverage of the Supreme Court judgment in Darwall v Dartmoor National Park Authority, confirming that section 10(1) of Dartmoor Commons Act confers a public right of access which extends to wild camping as a form of open-air recreation plus expert analysis of Vanhove v SSE and TRA, in which the High Court outlined the correct approach to be taken when considering an appeal against teaching prohibition orders; RP v Barnsley MDC, in which during an EHC Plan appeal, a bundle pagination error amounted to a procedural irregularity and error of law; the CA case of J v Bath and North East Somerset Council on the necessity of a DOLs order where all parties with parental responsibility consent; Tesco v SMBC, which considered the interpretation of the sequential test in retail planning; and Greenfields (IOW) Ltd v Isle of Wight Council, finding that failure to publish a section 106 agreement could put planning permission at risk. Case reports include R (Siderise Insulation...

Planning weekly highlights—15 May 2025

This week's edition of Planning weekly highlights includes: a Court of Appeal case on the sequential test in retail planning; an amendment Order to change permitted development rights for off-street electric vehicle charging points, and air source heat pumps; and updated PPG on Crown Development and planning application procedures.