Restructuring & Insolvency analysis: In the case concerning JDK Construction Ltd (JDK), the Court of Appeal considered the challenge against the validity of a written resolution to appoint joint liquidators and an alleged unauthorised stock transfer form. The Appellant contended that her shares in JDK had been illicitly transferred, which subsequently invalidated the resolution appointing the joint liquidators. The core issue was whether a company’s register of members, showing the Appellant’s shares transferred to another, was conclusive for validating the resolution. Upholding the decision of His Honour Judge Hodge KC, the Court of Appeal concluded that the register is prima facie evidence of the members and the validity of resolutions passed by members unless rectified by the court. Despite the alleged forgery, there was no authority directly addressing the removal of a member’s name due to forgery affecting voting rights. The Court of Appeal’s decision referred to the general principles set out in Enviroco Ltd v Farstad Supply A/S [2011] UKSC 16 and underscored the principle that the person listed in the company’s register of members is deemed the member, to the exclusion of others, until the register is rectified, maintaining the joint liquidators’ appointment as valid. Written by Brian Rostron, associate at Addleshaw Goddard LLP.

A property used as evidence in the valuation process to inform the valuation of another property.

Under Rule 14.1, where an offeree has more than one class of equity share capital, a comparable offer must be made for each class, whether the shares carry voting rights or not.

Many businesses wish to promote their goods or services by reference to those of a competitor to gain a commercial advantage. For example, a business may seek to advertise its products as being of a higher quality or a better price than a competitor’s. The law governing this area strives to provide a balance between the different interests that may be affected by allowing comparative advertising. In short: • advertisements are allowed to highlight the comparable characteristics of products to consumers, but • advertisements must not distort competition, be detrimental to trade mark proprietors or have an adverse effect on consumer choice Content This Practice Note examines the following areas: • What is comparative advertising? • Legal framework • What conditions must be satisfied for a comparative advertisement to be lawful? • How does comparative advertising relate to trade mark law? • Enforcement in the UK See also: Comparative advertising—checklist. What is comparative advertising? ‘Comparative advertising’ is defined as any advertising which explicitly or by implication identifies a competitor

Any advertising which explicitly or by implication identifies a competitor or goods or services offered by a competitor.

IP analysis: The High Court has issued a preliminary ruling on what product features were being compared in comparative advertisements for veterinary nutraceutical products. The decision highlights the importance of considering implied as well as express comparisons when deploying comparative advertising. Online shoppers who selected a trade marked product were offered the retailer’s own-brand product and invited to ‘Swap and Save’. The retailer argued that the ads only compared prices, but the trade mark owners contended that the ads also impliedly conveyed that the own brand products were comparable in nature, composition and specification to the branded products. The court found for the claimants, deciding that average consumers would regard the ads as stating that the own-brand products were comparable to the trade marked products in quality and efficacy, not just price. The question of whether the relevant comparisons were objective or misleading was left to be considered at a subsequent trial. Written by Stuart Helmer, of counsel at CMS Cameron Nabarro Olswang LLP, with assistance from Honor Kunisch White, trainee solicitor.

This Checklist sets out the key factors that an advertiser should consider when using comparative claims relating to identifiable competitors in an advertising campaign. When engaging in comparative advertising, the following must be considered: • the Business Protection from Misleading Marketing Regulations 2008 (BPR 2008), SI 2008/1276, which set the conditions that must be satisfied for lawful comparative advertising • Chapter 1 of Part 4 and Schedule 20 to the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024), which prohibit unfair commercial practices, including misleading acts or omissions in advertising to consumers • the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) or UK Code of Broadcast Advertising (BCAP Code) (as applicable), in particular section 3 of both the CAP Code and BCAP Code on misleading advertising, which takes into account the requirements of DMCCA 2024 and BPR 2008 • potential intellectual property infringement For detailed information on comparative advertising, see Practice Note: Comparative advertising. The third column below can be used to record observations or comments as the Checklist is worked through. Issue to consider Further

What is comparative advertising? Comparative advertising is advertising that explicitly or by implication identifies a competitor or goods or services offered by a competitor. This type of advertising can be used by businesses launching new products that want to show how their product is superior to what is already on the market or is better value. This is a tricky area of law because on the one hand allowing a comparison can promote fair competition and benefit the consumer but, on the other hand, there is a risk that a business could behave in a misleading or unfair way which distorts

UK pensions, especially state pensions, rank amongst the worst in the EU, which is why private pensions are so important. There are several studies of the comparative position.

Law360: The UK is taking steps to address the lack of direct oversight that regulators have over critical third-party service providers, or CTPs.

The UK and US secondary (private) debt trading markets are very similar when transacted on the suite of documents issued by the Loan Market Association (LMA) in the UK and by the Loan Syndications and Trading Association (LSTA) in the US. For more information on the documentation, terms and mechanics for LMA secondary debt trades, see Practice Notes: • Overview of the key documentation in a typical secondary debt trade • Secondary debt trading—timeline of a typical trade • Secondary debt trading—completing the trade confirmation, and • Key provisions in the LMA standard terms and conditions for secondary debt trading Historically, there has been a great deal of convergence between the two debt-trading regimes and conventions so that in most salient respects they are substantially similar. Nonetheless, the two-debt trading regimes and conventions contain some material differences as noted below. Governing law and legal concepts The

This Practice Note compares and contrasts, at a high level and in table form, the key differences between arbitration and other forms of alternative dispute resolution (ADR), namely: mediation, early neutral evaluation, adjudication and expert determination. Procedure Arbitration Mediation Early Neutral evaluation Adjudication Expert Determination Flexibility Flexible procedure. Geographic mobility. See Practice Note: A quick guide to arbitration process. Very flexible; process can be shaped on the day. Entirely flexible. Flexible, but usually certain exchanges of documents are agreed. Flexible, but usually certain exchanges of documents are agreed. Delay Delays may occur, especially at the stage when the tribunal is constituted, and sometimes during proceedings as well. These problems can be overcome by agreement and by active case management. Procedure for granting speedy judgment available but depends on robust tribunal. Usually parties agree to a specific date for mediation and make appropriate arrangements. Rare but delays may occur if parties do not prepare their submissions on a timely basis and depending on enquiries made by neutral evaluator. Rare—quick process with decision usually