The following Corporate practice note provides comprehensive and up to date legal information covering:
An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate group.
Intra-group reorganisations are carried out for a variety of reasons, although the key motivation is generally to boost administrative, operational or economic efficiencies. Reorganisations may be linked to a sale or acquisition transaction with a third party, whether:
before or after the acquisition of a company or business from a third party, or
before the sale of a group company or business to a third party
Reorganisations may, however, have no connection with any third-party transaction, occurring instead when it is feasible or appropriate.
A group may decide to undertake a reorganisation before the acquisition of a company or business to ensure that, post-acquisition, the newly acquired company or business sits appropriately within the corporate structure of the group. However, it will not always be appropriate to implement the reorganisation before the acquisition. This will often be the case because:
the group is restricted by transactional practicalities such as, for example, the third-party seller being unwilling to transact with any party other than the group’s parent company (since the consideration is payable by the issue of shares in the parent and the third-party sellers are seeking roll-over relief
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On the disposition of a property (whether by way of conveyance, transfer or charge), the party making the disposition will normally provide a title guarantee which implies standard form covenants for title. A landlord may give a title guarantee when granting a lease, but this is rare in practice.
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This practice note provides an introduction to tort law by addressing three questions:•what does the concept of being liable in tort mean? And how does tort relate to contract and criminal law•how has the law of tort developed?•what is the scope of tort, ie what interests does it protect? What
Disposal and devolutionThe equity of redemption arises as soon as the mortgage is made. It is an interest in the land which the mortgagor can:•transfer, lease or mortgage inter vivos, or•by will (it passes on intestacy)No cloggingIt is a fundamental principle of a mortgage that there must be no clog
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