Shares that are bought back (other than by a private limited company for the purposes of or pursuant to an employees' share scheme) must be paid for on purchase pursuant to section 691 of the Companies Act 2006 (CA 2006). See Q&A: Can a share buyback agreement provide for an upward adjustment in the consideration paid for shares in a private limited company following completion of a share buyback?, which references a number of aspects of this Q&A in relation to buybacks and deferred consideration. Whether or not an income payment/bonus to an (employee) shareholder can be construed as deferred consideration in the context of a buyback will be a question of fact. The buyback contract should be examined so as to ascertain the value of the shares purchased and the method/timing of payment. As noted in the Q&A, although shares that

The liability to pay care fees is often a source of resentment, as the state expects most people to fund, or contribute to, the cost of their care. Local authorities are obliged to help with the funding where the person requiring care has limited capital. The threshold below which financial assistance is available is £23,250, with the requirement to pay a capital tariff of £1 per week for each £250 or part thereof between £14,250 and £23,250 of capital. Below £14,250 maximum assistance is available, though the dependant must still contribute their income less £23.90 per week. Property occupied by a partner is disregarded for the purpose of means testing, and 50% of a private pension is taken into account. 50% of all joint savings will be included. However, since October 2007, the receipt of care due to a primary

If the seller of the shares had sold all shares owned in the company concerned, then the seller could no longer be involved in the process of the shareholders passing a resolution to put the company into liquidation. It has been assumed for the purposes of this Q&A that the seller would still hold some shares in the company concerned and so would be involved in the passing of the resolution to put the company into members' voluntary liquidation after some of the seller's shares had been sold under the share purchase agreement (SPA). 'Any claim' is not defined and it is assumed that it means any claim against the seller as this fits the context of the quote given

This Q&A examines liquidated damages and penalty clauses in the context of the following example scenario: The NHS pays a dental practice a set amount per year for the treatments it provides. If the practice doesn't meet its target, it must pay the shortfall to the NHS. Under the relevant dental consultancy agreement, dentists have an annual treatment target and get paid for each treatment performed. If the contract is terminated early, there is a clause which provides that the practice may require the consultant to pay back any shortfall in their pro-rated treatment target, to the extent that the shortfall has not been performed by any other consultant as at the date of termination. The question is, could a clause requiring consultants to pay back any shortfall in their billing target be treated as a penalty clause? Contractual liquidated damages clauses (a clause where the contracting parties fix in advance a sum of money to be

The general rule of privity of contract and the circumstances in which a third party can enforce the terms of a contract: The long-established position is that the terms of a contract can only be enforced either by or against someone who is a party to the contract (ie A and B) and not by or against a third party (ie C). This is known as the common law doctrine of privity of contract. This means that under the privity of contract doctrine, C could not sue A to enforce A or B's promise. There are, however, a number of exceptions to the common law doctrine. For further guidance on the common law doctrine of privity of contract, see Practice Notes: Contracts and third party rights and Third party rights—the common law doctrine of privity of contract. In 1999, the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999)

This Q &A assumes that the question concerns a public procurement subject to the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102. Consortium bids are not specifically defined in PCR 2015, SI 2015/102. However, consortium bids are permitted as an economic operator is defined as 'any person or public entity or group of such persons and entities, including any temporary association of undertakings, which offers for the execution of works or work, the supply of products or the provision of services on a market'. PCR 2015, SI 2015/102, reg 19(6) permits a contracting authority to require a group of economic operators to assume a specific legal form once they have been awarded the contract, to the extent that such a change is necessary for the satisfactory performance

The Building Safety Act 2022 (BSA 2022), s 130, empowers the High Court to make a building liability order (BLO) if it considers it just and equitable to do so. A BLO imposes liability for certain defective building works on a corporate body associated with a corporate body that provided the works (the ‘original body’). Specifically, the court may order that a ‘relevant liability’ (see below) of the original body is also a liability of an associated body, or a joint and several liability or two or more associated bodies. For more information on BLOs generally, see Practice Note: Building liability orders. This Q&A considers whether a developer is entitled to a BLO against a company associated with a contractor that it engaged to provide building works where it: • is liable to the owners or leaseholders of a building for defects, and • wishes to recover its loss from the contractor, but • the contractor is insolvent or

A dividend is a type of distribution made by a company to its members. The Companies Act 2006 (CA 2006) governs how a company may make distributions in CA 2006, Pt 23 (CA 2006, ss 829–853). A distribution will be unlawful if it does not comply with the requirements of CA 2006, Pt 23 and the applicable common law rules as modified by those provisions. CA 2006, Pt 23 states that a company can only make a distribution: • out of profits available for the purpose, ie its distributable reserves, and • in the case of a public company that is not an investment company, if the net asset test is satisfied (ie if the company's net assets are not less than the aggregate of its called-up share capital and undistributable reserves and are not reduced to less than that amount by the distribution) The directors

See Practice Note: Information society services and e-commerce, which describes the Electronic Commerce (EC Directive) Regulations 2002 (E-Commerce Regulations 2002), SI 2002/2013, which give effect in the UK to Directive 2000/31/EC, E-Commerce Directive, in particular the section ‘Scope of the E-Commerce Regulations 2002’. As further explained in that Practice Note, the aim of Directive 2000/31/EC, the E-Commerce Directive was to ensure the free movement of ‘information society services’ and to regulate information society service providers across the EU. There is still uncertainty as to the scope of the definition of ‘information society service’ and the Court of Justice has not divided services clearly or offered robust guidelines about when a service ceases to be an information society service. ‘Information society services’

A highway at common law is a way over which there exists a public right of passage for all persons to pass and repass freely at all times without let or hindrance. The Highways Act 1980 (HiA 1980) does not contain a specific definition, HiA 1980, s 328 thereof instead defining 'highway' as the whole or part of a highway other than a ferry or waterway, and including bridges and tunnels forming part of the highway. A highway is thus a right, rather than an interest in land, and the HiA 1980 provides for the statutory framework for the establishment and maintenance of highways (Parts III and IV respectively). Many highways are maintainable at public expense, but some highways will be maintainable at private expense; the question of whether maintenance is public or private is not determinative of whether a way is a highway or a

This Q&A is limited to the qualifying criteria for an assured shorthold tenancy (AST) and focusses on whether there is a limit on the term of a lease for it to be classed as an AST. What is an assured shorthold tenancy? Section 1 of the Housing Act 1988 (HA 1988) sets out the criteria for a lease to be an AST. HA 1988, s 1(1) says: 'A tenancy under which a dwelling-house is let a separate dwelling is for the purposes of this Act an assured tenancy if and so long as – a) the tenant or, as the case may be, each of the joint tenants is an individual; and b) the tenant or, as the case may be at least one of

Requirements for an assured tenancy The requirements for an assured tenancy (AT) (including an assured shorthold tenancy) are set out in section 1 of the Housing Act 1988 (HA 1988). This provides: 'A tenancy under which a dwelling-house is let as a separate dwelling is for the purposes of this Act an assured tenancy if and so long as– (a) the tenant or, as the case may be, each of the joint tenants is an individual; and (b) the tenant or, as the case may be, at least one of the joint tenants occupies the dwelling-house as his only or principal home; and (c)