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PRACTICE NOTES
Consideration may be paid in many ways, and it may also be adjusted post-completion as a means of reflecting true value for a buyer. From the seller's point of view, the most advantageous scenario would be for the buyer to pay the purchase price in full on completion and in cash, without any subsequent adjustment. Whether this is feasible and/or desirable for the buyer depends on the amount of cash it has at its disposal and whether it is confident that the price it agrees to pay on completion reflects the true value of shares or assets it will acquire. If not, the buyer will look to include a right to subsequently adjust the consideration or defer at least some of the payment to a later date. In short, the consideration payable by a buyer for the shares or assets it is acquiring may be: • a fixed price • a price determined by reference to a specific value proposition which may be adjusted following completion through the preparation
PRACTICE NOTES
Context There are a large number of statutory provisions which grant compulsory purchase powers for specific purposes to specified bodies, see Practice Note: Sources and limits of compulsory purchase powers. Authorisation of compulsory purchase is commonly conferred by a compulsory purchase order (CPO), which is made by the specified body (the acquiring authority) and then confirmed by the confirming authority (which is the minister having the power to authorise the acquiring authority to purchase the land compulsorily, or an inspector appointed by that minister to act instead or in some cases the acquiring authority). This Practice Note focuses on the procedure for submission of a CPO for confirmation, and the consideration and confirmation of a CPO, including the making of objections, public inquiries, hearings and written representations a CPO to which the Acquisition of Land Act 1981 (ALA 1981) applies. The procedure for promoting a CPO up to the stage at which it is submitted for confirmation (including negotiating for the land and rights required,
NEWS
Planning analysis: The High Court’s decision in Bramley Solar Farm Residents Group v SSLUHC is of relevance to any practitioners dealing with revised schemes being considered at planning appeal. It clarifies what inspectors will be required to consider in relation to the revised scheme and implications for applicants in relation to consulting on the amendments. It also provides some useful guidance on how valued landscapes should be considered under the National Planning Policy Framework (NPPF) and whether alternative sites should be considered by an inspector. Written by Craig Whelton, partner and Maelor James, associate at Burges Salmon LLP.
GLOSSARY
Shares in the buyer which are issued directly to the seller as part of the consideration for the acquisition of the target company/target business. They will generally only be acceptable to the buyer where there is a ready market for the consideration shares (such as where the buyer is listed on the London Stock Exchange). The parties may agree ‘lock-up’ restrictions on the seller selling these shares for a certain period post-completion. They may also agree ‘orderly marketing’ restrictions (which seek to prevent the seller’s eventual sale of the buyer’s shares destabilising the market for the buyer’s shares by restricting the manner and timing of any such sale). For a public company buyer, issuing shares other than for cash may require a valuation of such non-cash consideration, which may have cost and timing implications for the transaction.
CHECKLISTS
This Checklist is designed to assist individuals and companies who suspect they have been a victim of fraud. It considers the immediate steps they should take to gather and preserve evidence, obtain legal advice, mitigate and reduce risk and obtain emergency or urgent relief (such as freezing orders and insurance cover), including whether it is necessary to report a suspected fraud to the police and how to do so using the Report Fraud service. It also addresses the choice between issuing civil and criminal proceedings for fraud and explains the possibility of running a civil fraud claim in parallel with a criminal prosecution (private or public). This Checklist should be read in conjunction with the Practice Notes: • Starting a civil fraud claim—a practical guide • Civil fraud—heads of claim • Civil fraud—frequently asked questions (FAQ) • Commencing criminal proceedings—applying for the issue of a summons • Fraud—civil claim and private criminal prosecution compared For full guidance on fraud offence under criminal law, see: Fraud offences—overview. For victims of authorised push
CHECKLISTS
This is a Checklist of issues for a franchisee to consider prior to committing to enter into a franchise agreement or purchase an existing franchise. Taking a franchise is often a substantial financial investment and long term commitment for a franchisee and it is important they fully understand what they are getting into. • Choice of business format to operate the franchise The franchisee will need to consider in what form it operates the franchise—as a limited company, an individual, partnership or limited liability partnership. If there is more than one owner of the franchise (eg the business is owned by several shareholders as a quasi-partnership), the franchisee should further consider whether agreements are necessary to define the role and responsibility of each person involved, eg a shareholders’ agreement. While the limited company format does provide the franchisee with the protection of limited liability—the structure of a typical franchise will often get around this corporate veil by requiring the owner(s) of the franchisee to
CHECKLISTS
The following provides a list of considerations that are useful to be explored when determining whether to make an application for a preliminary issues trial or split trial, or when seeking to oppose an application for one. It is important to make sure that there will be a clear demarcation between the issues to be addressed at the different hearings if a preliminary issues trial or split trial is ordered. It is important to bear in mind that the court will look at all the circumstances of the case when deciding whether to make such an order and so this list provides a starting point for consideration but you will also need to factor in issues that are specific
CHECKLISTS
This Checklist summarizes the issues for social landlords to consider before making an application for an injunction under the Anti-Social Behaviour, Crime and Policing Act 2014 (ABCPA 2014): • has the tenant engaged or threatened to engage in anti-social behaviour as defined by ABCPA 2014, s 2(1)? • having regard to all the evidence, ABCPA 2014 and statutory guidance, is there sufficient evidence that anti-social behaviour has taken place and the legal test for granting an injunction is satisfied?
PRACTICE NOTES
Stop press: Planned changes to settlement routes were announced in the May 2025 Immigration White Paper, which proposed changing the eligibility requirements for all routes which lead to settlement to an ‘Earned Settlement’ model, which could see the length of required continuous residence increase for some applicants, including people who are already in the UK on a route to settlement. See Practice Note:Immigration White Paper 2025—summary, tracker and resources and Precedent: Earned settlement—client guide. Article 8 of the European Convention on Human Rights 1950 (ECHR), which is incorporated into domestic law by section 1 of the Human Rights Act 1998 (HRA 1998), sets out a right to respect for private and family life. This Practice Note covers common considerations for those granted leave to prevent a breach of Article 8 ECHR, including issues that may arise with the duration and conditions of leave, establishing a route to settlement, renewing leave, naturalising and obtaining leave for family members. Duration and conditions of leave The duration and conditions of leave granted will depend on
NEWS
Law360, Expert Analysis: The application and use of generative artificial intelligence (AI) is poised to become routine in arbitration, speeding document review, supporting legal research and even assisting with drafting. But as the boundaries of acceptable use are negotiated in real time, one theme is already clear: Arbitrators must actively manage and disclose their use of AI to protect the integrity and enforceability of their awards. John Laird and Ashley Riveira, both counsels at Crowell & Moring LLP, note that generative AI is becoming routine in arbitration for document review, legal research and drafting assistance, but emphasise that boundaries of acceptable use are still being negotiated in real time across the arbitration community.
PRACTICE NOTES
STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. PCR 2015 as assimilated law PCR 2015 are EU-derived domestic legislation and therefore assimilated law under sections 2 and 6 of the European Union (Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, see Practice Note: Assimilated law. Public procurement reform The UK public procurement regime derives from EU public procurement laws, and was therefore impacted by the UK’s withdrawal from the EU, but only to a limited extent. In all material
CHECKLISTS
This Checklist is a quick reference document for use in catastrophic injury cases. It is intended to assist in identifying the various stages, proposed tasks to be undertaken and relevant considerations when navigating the time line for the commission of expert evidence. It may be of most assistance to those who are new to practising in this area. Steps before commissioning expert evidence Gain a full understanding of the claimant’s injuries Talk to your claimant client about: • pre-accident health • injuries suffered • current condition—pain, motor, neurological and sensory function • restrictions on ability to perform day to day activities and functions • impact on work, home and social life and on quality of life See the injuries for yourself (if possible) and look at pre-accident photographs: • scarring • mobility • dexterity Obtain witness statements from partner, close family, friends and work colleagues Obtain and keep up to date all relevant medical notes and records from birth from: • General