A consolidation Act contains (at the time it is passed) all the statute law on the topic(s) to which it relates but leaves any relevant common law untouched.

Consolidation of share capital is a process by which a company limited by shares may change the structure of its share capital. The company can reduce the number of shares it has in issue and increase the nominal value of each share. See CA 2006, s 618(1)(b).

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This Practice Note further expands upon the information contained in Practice Note: Road traffic—traffic regulation order procedure and notices. It lists the changes to earlier road traffic orders that may be included in a consolidation or minor order, and explains the advantages of such an order, referring to the Local Authorities’ Traffic Orders (Procedure) (England and Wales) Regulations 1996 (the Traffic Orders Regs 1996), SI 1996/2489. It also explains the purpose of an experimental traffic order (ETO) as being an experimental scheme of traffic control, and gives an overview of the publicity and objections regime that applies to such an order. Consolidation and minor orders A road traffic order that merely consolidates earlier traffic orders into one should be uncontroversial, as by definition no substantial change is made to traffic on the street. The Traffic Orders Regs 1996, SI 1996/2489, reg 21 therefore permits a relaxed regime for publicising consolidation orders. This relaxation is extended to include traffic orders that do change the regime on the street, but only in a minor

An agreement for the purpose of submitting a joint tender response, with a commitment to set up a special purpose vehicle for the purpose of the tender, if successful. The agreement provides legal certainty for the consortium members during the bid phase, prior to the execution of the joint venture. Such arrangements are particularly common for tenders for construction contracts or under the Private Finance Initiative or Public Private Partnerships.

Construction analysis: Francis Ho, head of construction at Olswang, explores consortium bidding, including the benefits of consortium bidding, when it is most commonly encountered and the issues to be aware of.

A takeover offer involving a consortium of two or more offerors intending to each take a portion of the target’s assets on completion. The offer may be made jointly by the consortium partners or by one consortium member with an on-sale agreement between the offeror and the other member(s).

Consortium relief is an extension of the group relief rules to allow the surrender and claim of losses between companies that are not so closely connected as to form a group but where the joint ownership of a company forms a consortium. It is sometimes referred to as 'upside down group relief' because the structure diagram of a simple consortium is more like an inverted pyramid, whereas the structure diagram of a simple group is like a pyramid. The legislation does not make a distinction in terminology between group relief and consortium relief, but for ease of reference this note and Practice Note: How much consortium relief can be surrendered and claimed? use the term ‘group relief’ when referring to group relief made between members of a loss relief group, and ‘consortium relief’ when referring to group relief between members of a consortium and a company owned by a consortium. Consortium relief can be used to surrender and claim: • current year losses, and • carried-forward losses, provided the loss arose on or after 1 April 2017 The

Consortium relief is an extension of group relief that allows the surrender of losses between companies owned by a consortium and the members of that consortium. A company is owned by a consortium if it is not a 75% subsidiary of any other company and at least 75% of its ordinary share capital is beneficially owned by other companies, each of which beneficially owns at least 5% of its ordinary share capital. The shareholders which own at least 5% of the ordinary share capital are the members of the consortium. Certain limitations apply to the surrender and claiming of consortium relief.

An agreement between two or more persons to commit an offence, or which necessarily involves committing an offence, or which falls within the ambit of “conspiracy to defraud” or “conspiracy to corrupt public morals/outrage public decency”.

There are three main inchoate offences in English law: • conspiracy—where at least two people have agreed to commit a crime • attempt—where the defendant has tried to commit an offence and has got relatively close to achieving the objective (see Practice Note: Attempt), and • encouraging or assisting a crime (formerly incitement)—where the defendant must have encouraged or assisted another to commit a crime (see Practice Note: Encouraging and assisting criminality) An inchoate offence is one that is incomplete. Such offences are committed where the defendant takes certain steps towards the commission of a crime but the actions fall short of the consummated crime. The exception to this is conspiracy to defraud, where the result to be achieved does not need to be a crime. This particular offence is dealt with separately, see Practice Note: Conspiracy to defraud. Inchoate offences cannot be charged on their own, ie there is no single charge of conspiracy or attempt. There must be a substantive offence and the indictment must be drafted with reference to the complete offence,

Dispute Resolution analysis: Mr Justice Marcus Smith (in the Chancery Division) struck out claims for lawful and unlawful means conspiracy by reason of their defective pleading and dismissed part of the application dependent on Rome II, Regulation (EC) 864/2007 of the European Parliament and of the Council of 11 July 2007 on the law applicable to non-contractual obligations. As to conspiracy, he held that fundamental components of the causes of action in both lawful and unlawful means conspiracy were either deficiently pleaded, or not pleaded at all. As to Rome II, he found that the applicable law under Rome II, Regulation (EC) 864/2007, Article 4(1) does not have to be that of the place where the damage ‘predominantly’ occurs. Instead, when damage has occurred across several jurisdictions, there will be severable applicable laws. Written by Matthew Bradley, barrister at 4 New Square Chambers.