This Practice Note refers to: • the Insolvency Act 1986 as IA 1986 • the Law of Property Act 1925 as LPA 1925 • the Senior Courts Act 1981 as SCA 1981 • the County Courts Act 1984 as CCA 1984 • the Enterprise Act 2002 as EnA 2002 • the Proceeds of Crime Act 2002 as POCA 2002 Scope Receivership is a particularly complex area as there are many different forms of receivership. This guide is a summary of the different types of receivership and their impact on legal proceedings from a dispute resolution perspective. What is receivership? The appointment of a receiver is a remedy for creditors and certain third parties to protect their interest in assets of a company. There are several types of receiver depending on the circumstances, which include: • administrative receivers (though these are rarer since legislative changes in 2003) • LPA receivers • court-appointed receivers, including those appointed under: ◦ SCA 1981 ◦ POCA 2002 Receivers' powers are usually limited

This Practice Note refers to: • the Companies Act 2006 as CA 2006, and • the Insolvency Act 1986 as IA 1986 What is a restructuring plan? A restructuring plan (RP) is a court-sanctioned compromise between a company and its creditors and/or members. It was introduced as a new rescue procedure by the Corporate Insolvency and Governance Act 2020 (CIGA 2020). CIGA 2020, s 7 and Sch 9 introduce a CA 2006, Pt 26A—Arrangements and Reconstructions for Companies in Financial Difficulty. RPs share many similarities with schemes of arrangement under CA 2006, Pt 26. However, a notable difference is that RPs allow for cross class cram down (CCCD) such that a class of creditors/members may be bound by the plan even if they did not vote in favour of it, if certain criteria are met. For a look at RPs considered by the courts, see Practice Note: Part 26A restructuring plan—key cases. The increase in challenges to RPs has led some commentators to note that contested RPs must now be approached

This Practice Note refers to: • the Insolvency Act 1986 as IA 1986, and • the Companies Act 2006 as CA 2006 What is a scheme of arrangement? A scheme of arrangement is a court-sanctioned compromise between a company and its creditors and/or members. The subject of a scheme of arrangement may cover anything that the company and its members or creditors would not otherwise be able to agree between themselves; the scheme process allows such a compromise to be implemented without the support of 100% of the interested parties. Because of their flexible nature, schemes are often used in complex restructurings and have been successfully used in several high-profile restructurings, including: Telewest, Tele Columbus Group and British Vita. The main benefits of schemes include: • there is no need to prove insolvency, so action can be taken early at the first signs of distress (and schemes can be used to deal with solvent business particularly in an insurance context) • if the scheme is approved by the requisite majority

The rules comprising the corporate interest restriction (CIR) are lengthy and complex. This Practice Note focuses on the more operational and administrative aspects of the regime, including how an interest restriction imposed by the rules is actually applied within a group, the role of the reporting company, the interest restriction return, and the ability to carry forward disallowed interest or any unused interest allowance. It also looks at the transitional provisions that applied when the rules were first brought in. Readers are also referred to: • Practice Note: Corporate interest restriction—quick guide for a short, high-level guide to the CIR and the background to its introduction • Practice Note: Corporate interest restriction—glossary of key terms for the meanings of key terms and concepts used throughout the CIR legislation • Practice Note: Corporate interest restriction—the main rules for the main operative provisions • Practice Note: Corporate interest restriction—elections for the different elections that a group can make in their interest restriction return The CIR took effect from 1 April 2017 and the main rules are found

The rules comprising the corporate interest restriction (CIR) are lengthy and complex. This Practice Note focuses on the different elections that a group may make in their interest restriction return. Readers are also referred to: • Practice Note: Corporate interest restriction—quick guide for a short, high-level guide to the CIR and the background to its introduction • Practice Note: Corporate interest restriction—glossary of key terms for the meanings of key terms and concepts used throughout the CIR legislation • Practice Note: Corporate interest restriction—the main rules for a closer look at the main operative provisions of the CIR • Practice Note: Corporate interest restriction—administration for the more administrative aspects of the CIR, including the interest restriction return The CIR rules allow groups the option of making certain elections which alter the calculation of group-interest and other amounts that feed into the group ratio method. Group-interest (as opposed to tax-interest) is an accounts-based measure of interest and the core component of the calculations of NGIE, ANGIE and QNGIE. Each of the following elections is made (or revoked, where applicable)

The rules comprising the corporate interest restriction (CIR) are lengthy and complex. To assist the reader, this Practice Note explains the meanings of the key terms and concepts used throughout the CIR legislation. Readers are referred to: • Practice Note: Corporate interest restriction—quick guide for an introductory guide to the CIR and why it was introduced • Practice Note: Corporate interest restriction—the main rules for a detailed look at the main operative provisions of the CIR • Practice Note: Corporate interest restriction—administration for the more procedural aspects of the CIR, including the interest restriction return Practice Note: Corporate interest restriction—elections for the different elections that a group can make in their interest restriction return The CIR took effect from 1 April 2017 and the main rules are found in Part 10 of the Taxation (International and Other Provisions) Act 2010 (TIOPA 2010). Related administrative provisions are found in TIOPA 2010, Sch 7A. HMRC guidance on the CIR can be found in its Corporate Finance Manual, starting at CFM95000. Defined terms and concepts are

The rules comprising the corporate interest restriction (CIR) are lengthy and complex. This Practice Note provides an introductory guide to the CIR. Readers are referred to: • Practice Note: Corporate interest restriction—glossary of key terms for the meanings of key terms and concepts used throughout the CIR legislation • Practice Note: Corporate interest restriction—the main rules for a detailed look at the main operative provisions • Practice Note: Corporate interest restriction—administration for the more procedural aspects of the CIR, including the interest restriction return • Practice Note: Corporate interest restriction—elections for the different elections that a group can make in their interest restriction return The CIR took effect from 1 April 2017 and the main rules are found in Part 10 of the Taxation (International and Other Provisions) Act 2010 (TIOPA 2010). Related administrative provisions are found in TIOPA 2010, Sch 7A. HMRC guidance on the CIR can be found in its Corporate Finance Manual, starting at CFM95000. Background to the CIR As part of the G20/OECD project to tackle Base Erosion and Profit Shifting (BEPS),

This Practice Note covers the main operative provisions of the corporate interest restriction (CIR) rules. The CIR rules are long and complex, and many of the key provisions are heavily calculations-based and use multiple defined terms. In view of this, readers are advised that a higher-level overview of how the CIR rules work (and an explanation of the background to why these rules were introduced) can be found in Practice Note: Corporate interest restriction—quick guide. Many of the defined terms and concepts used in the CIR rules are explained in this Practice Note, in their contexts. However, readers are also referred to Corporate interest restriction—glossary of key terms for quick and easy access to the meaning of key CIR terminology. Readers are also referred to: • Practice Note: Corporate interest restriction—administration for the more administrative aspects of the CIR, including how an interest restriction imposed by the rules is actually applied within a group, the concept of the reporting company and the interest restriction return • Practice Note: Corporate interest restriction—elections for the different CIR elections

This Practice Note focuses on some key corporate issues that arise in relation to share incentives, including: • the company law requirements that do not apply (or apply differently) where share incentives are provided under employees’ share schemes that fall within the Companies Act 2006 (CA 2006) definition of that term • the requirement for certain listed companies to gain shareholder approval before establishing some types of employees' share scheme • how the general prohibition of the offer of relevant securities to the public and any requirement to prepare a prospectus may be relevant to share incentives • how financial regulation applies in connection with share incentives, and • the relevance of Assimilated Regulation (EU) 596/2014 (the UK Market Abuse Regulation) and share dealing codes to share incentives This Practice Note is intended to be a summary of the issues that may be relevant to corporate lawyers. If further details are required, the advice of a share incentives specialist should be sought. Employees’ share schemes and CA 2006 The term ‘employees’ share

A commercial arrangement between two or more parties who agree to pool their resources for the purpose of accomplishing an intended project (or other business activity) which takes the form of a separate limited liability company where each party is a shareholder.

The Bribery Act 2010 (BA 2010) came into force on 1 July 2011. The BA 2010 creates a host of legal considerations in relation to corporate transactions. While the identification of bribery and corruption should not (in and of itself) prevent a transaction taking place, the reach and impact of the BA 2010 should not be underestimated. Careful, and thorough, due diligence and analysis should enable proper assessment and mitigation of the risks identified, but there is no shying away from the impact of the BA 2010. Parties to corporate transactions must pay close attention to the risks posed by bribery and corruption throughout the transaction process. Offences The BA 2010 created four offences: • offering, promising or giving a bribe to another person • requesting, agreeing to receive or accepting a bribe • bribing a foreign public official with the intention to obtain or retain business • a commercial organisation failing to prevent bribery—a strict liability offence The offence of failing to prevent bribery

This Practice Note identifies, from a practical perspective, the initial factors to consider when an irreconcilable conflict arises between parties to a joint venture established as a corporate joint venture (a joint venture company or JVC), whether a 50-50 JVC or a majority-minority JVC. Such conflict may result in deadlock in the management of the JVC triggering prescribed deadlock resolution procedures set out in the joint venture agreement (JVA). Other times, the issue may precipitate some form of redress under the Companies Act 2006 (CA 2006) or even potentially a more general contractual remedy under the common law. Scope of this Practice Note on corporate joint venture disputes Where the joint venture (JV) structure used to establish the relationship is via a JVC then the key documents to consider when dealing with any dispute or issue arising in relation to the JVC are the JVA and the JVC's articles of association. While the substantive nature of any dispute can be similar as between the different types of structure used, there are additional factors