Mutatis mutandis definition

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Promissory notes—structure and parties

Promissory notes—structure and parties A promissory note is often used in similar trade finance situations to a bill of exchange (see Practice Note: Introductory guide to unstructured trade finance), with the principal difference being that a bill of exchange is an order to pay (usually the drawer ordering the drawee to pay the payee), while a promissory note is a promise to pay (the maker of the note promising to pay the payee). For more information on bills of exchange, see Practice Note: Bills of exchange—structure and parties. Both bills of exchange and promissory notes are governed by detailed provisions of the Bills of Exchange Act 1882 (BEA 1882). When construing the BEA 1882 with respect to promissory notes, Part II of the BEA 1882 must be considered as it contains certain modifications and exceptions that apply mutatis mutandis to the provisions governing bills of exchange. BEA 1882, s 83(1) provides that a promissory note is: '…an unconditional promise in writing made by one person to another...

Applying for costs from a prosecutor following an unsuccessful criminal prosecution

Applying for costs from a prosecutor following an unsuccessful criminal prosecution Where a party to criminal proceedings incurs costs as a result of another party’s unnecessary or improper act or omission, the criminal courts may make an order that those costs be paid by the party that acted unnecessarily or improperly. An acquitted defendant may seek costs on this basis, but successful applications are very rare given the very high threshold that must be met. An award of costs on this basis differs from a defendants' costs order made under section 16 of the Prosecution of Offences Act 1985 (POA 1985) and from a wasted costs order made against lawyers under POA 1985, s 19A. See Practice Notes: Recovering acquitted defendants' costs in criminal proceedings and Wasted costs in criminal proceedings. The basis of a costs order under POA 1985 s 19 The courts’ power to make such a cost order is found in POA 1985, s 19 and regulation 3 of the Costs in Criminal Cases...

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Irrevocable undertaking—shareholder—scheme of arrangement

Irrevocable undertaking—shareholder—scheme of arrangement The Directors [insert offeror's name] ([Offeror]) [insert address] [and] [The Directors] [[insert name of financial adviser] (the Adviser) [insert address]] [insert date] Dear Directors Proposed acquisition of [name of offeree] ([Offeree]) We understand that [Offeror] proposes to acquire (the Acquisition) [all] the issued [and to be issued] [ordinary] shares of [insert nominal value] each in [Offeree] (the Shares) for the consideration, and otherwise substantially on the terms and subject to the conditions, set out in the draft press announcement attached to this letter (the Announcement), subject to such amendments or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code), the Panel on Takeovers and Mergers (the Panel), the High Court of Justice in England and Wales (the Court) or any applicable law or regulation. We also understand that the Acquisition is expected to be implemented by way of a scheme of arrangement under...

Irrevocable undertaking—director—scheme of arrangement

Irrevocable undertaking—director—scheme of arrangement The Directors [Insert offeror's name] ([Offeror]) [Insert address] [and] [The Directors] [[Insert name of offeror’s financial adviser] (the Adviser) [Insert address]] [Insert date] Dear Directors Proposed acquisition of [name of offeree] ([Offeree]) [I OR We] understand that [Offeror] proposes to acquire (the Acquisition) [all] the issued [and to be issued ordinary] shares of [insert nominal value] each in [Offeree] (the Shares) for the consideration, and otherwise substantially on the terms and subject to the conditions, set out in the draft press announcement attached to this letter (the Announcement), subject to such amendments or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code), the Panel on Takeovers and Mergers (the Panel), the High Court of Justice in England and Wales (the Court) or any applicable law or regulation. [I OR We] also understand that the Acquisition is expected to be implemented by way of...

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Issue Estoppel and Sovereign Immunity in Yukos Arbitration (Hulley v Russian Federation)

Arbitration analysis: This case unfolds another chapter in the ongoing saga of the Yukos arbitrations. The English High Court recently tackled preliminary issues in the enforcement proceedings of arbitral awards against the Russian Federation (RF). In a first, the court considered the nuanced realm of issue estoppel against a foreign state arising from a foreign judgment (that of the Dutch Supreme Court dated 5 November 2022). In determining the RF’s jurisdiction application, the High Court held that the conditions for issue estoppel were met, which precluded the RF from re-arguing the question of validity of its submission to arbitration. The court therefore rejected the RF’s assertion of immunity under Section 1 of the State Immunity Act 1978 (SIA 1978). Written by Tomas Vail, principal at Vail Dispute Resolution.