This Practice Note looks at dealing with an application for a licence to underlet the premised demised by a commercial lease (ie as a lease management transaction). It sets out the context of when and why a tenant makes an application for consent to underlet and the commercial drivers for the landlord and tenant. It then gives an overview of the transaction process and walks you through the key legal and commercial considerations. A tenant’s lease governs the extent to which it may dispose of the premises by underletting them. For guidance on negotiating an underletting clause in a lease, see Practice Note: Negotiation guide—alienation clauses—commercial leases. Understanding the commercial context—background and key concerns Almost without exception, commercial leases contain some form of limitations and conditions on the tenant underletting. See ‘Is landlord’s consent required to the underletting?’ below. Tenant—key commercial drivers and issues A tenant can make an application to underlet at any time during the lease term. The ability to underlet is key to unlocking options for the tenant in different

Private M&A transactions, whether they be for the sale and purchase of a company or a business, are concluded by way of an exchange (or signing) of contracts and completion (or closing) of the transaction. At exchange, the parties sign and execute the formal documentation for the transaction, including a share purchase agreement or asset purchase agreement. At completion, the requisite formalities to complete and implement the transaction are undertaken, including delivery of title certificates (shares or other) and other assets. Exchange and completion may occur simultaneously or may be split, depending on whether the agreement for the transaction is unconditional or conditional, respectively. In addition, exchange and completion may occur in face-to-face meetings or virtually (via telephone, email or other electronic means of communication). For further information, see Practice Note: Issues arising where there is split exchange and completion—share and asset purchases. This document provides practical guidance on requirements for exchange and completion, and on the legal and practical issues to be considered by solicitors leading up to and at exchange

ARCHIVED: This Practice Note has been archived and is no longer maintained. It provided information on the Corporate Enforcement Policy issued by US Deputy Attorney General Rod Rosenstein in relation to the US Foreign Corrupt Practices Act of 1977 (FCPA 1977) prior to February 2025 prior to the Executive Order of February 2025 pausing all investigations and prosecutions under the Foreign Corrupt Practices Act (FCPA) and the later publication of both the enforcement memorandum of May 2025 and the revised DOJ guidelines for investigations and enforcement of the FCPA in June 2025. For further information, see the DOJ Memorandum: Focus, Fairness and Efficiency in the Fight Against White-Collar Crime, DOJ FCPA Guidelines as well as News Analyses: Foreign countries have strong foundation to fill FCPA void, DOJ signals major shift in white collar enforcement priorities and Feds reboot FCPA agenda with narrower enforcement focus. On 29 November 2017, Deputy Attorney General Rod Rosenstein announced a revised US Department of Justice (DOJ) Foreign

Ireland—Employment analysis: This article, written by Louise O’Byrne, Partner (Employment), of Arthur Cox LLP, outlines the practical steps employers should take to prepare for the key obligations under the EU Platform Work Directive (Directive (EU) 2024/2831).

Introduction and evolution of insurtech Insurtech—what is it and why does it matter? Insurtech describes the use of technology in the insurance value chain in an innovative way. Disrupting the traditional insurance market, insurtech has helped transform underwriting, distribution, claims and administration by providing accessible solutions to improve delivery of insurance services, reach new customers and develop new products. Historically seen as a topic on the periphery of board agendas in the incumbent space, there is now clear recognition across all stakeholders that insurtech has a significant role to play in the evolution of insurance services. This Practice Note explores the evolution of insurtech and its impact on the insurance industry. Emerging technologies and the UK regulatory landscape are also considered, including practical guidance for those operating in the insurtech space. The evolution of insurtech—2010 to 2020 Insurtech in the early to mid-2010s evolved as a product of several key developments in the technological sphere. It is widely considered that insurtech developed out of the fintech arena, and the drive for better customer

Dispute Resolution analysis: It is not uncommon for parties involved in cross-border disputes to file competing or overlapping lawsuits in different forums. When should a US court stay its hand in favour of a lawsuit filed in another country? Conversely, when should a US court take proactive measures to defend its jurisdiction from interference by proceedings in a foreign court? Maggie Gardner, Cornell Law School, outlines the potential problems posed by parallel proceedings; how US federal courts treat foreign parallel proceedings; the role of anti-suit injunctions to protect US jurisdiction in unusual circumstances; the special case of transnational bankruptcy; and the possibility of an international convention addressing parallel proceedings. The article focuses on federal doctrines regarding parallel proceedings; state courts may have their own approach to these questions.

Exclusive and non-exclusive agency agreements The terms ‘exclusive’, ‘non-exclusive’ and ‘sole’ are used frequently to describe the rights granted under both agency and distribution agreements, but these terms have no set legal meaning and so it is important to define precisely what is meant by these terms within the agreements themselves. The common meaning of these three forms of agency relationships are: • exclusive—only the agent may sell or supply the designated products in the specified territory and the principal may not do so or appoint others to do so • sole—the principal may sell or supply the products in the territory but may not appoint other agents to do so • non-exclusive—the principal may sell or supply the contract goods in the territory and may appoint other agents to do so For further general information on these

This Practice Note provides an introduction to some of the regulatory responsibilities and contractual requirements that firms authorised by the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA), or 'principals', have in relation to their appointed representatives (ARs). It discusses such issues as appointing an AR, conducting verification, entering into a contract and the notifications that a principal must make to the FCA in relation to its ARs. New regime for appointed representatives Alongside a call for evidence on the AR regime by HM Treasury, in December 2021 the FCA set out in consultation paper CP21/34 its proposals for improving its AR regime. These proposals included gathering additional information on ARs and Introducer Appointed Representatives (IARs) and heightening reporting requirements for principals, as well as clarifying and bolstering the responsibilities and expectations of principals, including improved oversight of ARs by their principals. In August 2022, the FCA published Policy Statement PS22/11, in which it confirmed its new rules for the new, improved regime. The new rules came into effect on 8 December 2022

An a priori assumption is a proposition adopted before examining case-specific evidence, based on logic, policy or generalised expectations rather than proof. In legal practice it describes a mode of reasoning, not a rule; it is not defined in UK or Irish legislation or as a term of art in case law, but appears in judgments, pleadings and academic analysis.Key features and usage:- Contrasts with an a posteriori inference drawn from admissible evidence.- Has no evidential or procedural effect and is distinct from legal presumptions (of law or fact) and from judicial notice, which carry defined consequences for proof.- Appellate courts may criticise findings grounded in a priori assumptions about credibility, human behaviour, risk or market dynamics; tribunals are warned against stereotyping in discrimination, criminal and asylum contexts.- In statutory interpretation and judicial review, courts avoid a priori policy assumptions, focussing instead on text, context and purpose.Practical significance: arguments built on a priori assumptions are vulnerable to challenge as speculation. Practitioners should anchor submissions in admissible evidence and clear legal principle and, where opposing such reasoning, emphasise the burden and standard of proof.Usage is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland.

A re-registration of a private limited company to a public limited company alters the company’s status, but it remains one and the same legal entity (which is why it retains

It is assumed that the company in question is a private company limited by shares. Upon incorporation of a company, the default statutory version of articles of association will apply unless the company adopts its own, customised articles. The version of default articles that applies to any given company is the version in force at the date that the company was registered. Newer versions or amendments to the default statutory articles are not automatically applied to existing companies; the articles will remain unchanged unless and until a company takes action to amend them or adopt new articles.

Stamp duty land tax (SDLT) will, potentially, be chargeable on the transfers by Corporate Trustee A of its interests in the commercial properties to Corporate Trustee B if the corporate trustee does not hold those interests on bare trust for the private pension fund. Whether the holding is on bare trust depends on the terms of the trust instrument under which those properties are held, as explained below. In order for the commercial properties to be held on bare trust, the pension fund would, by virtue of paragraph 1(2) of Schedule 16 to the Finance Act 2003 (FA 2003) need