Without prejudice material does not fall under the legal professional privilege (LPP) umbrella. It is its own form of privilege rooted in public policy considerations. According to some sources, it is not a fundamental right, unlike LPP, and therefore, it is not immune from statutory powers of information gathering. The question of whether without prejudice documents in civil proceedings can be seized and used by regulators in regulatory or criminal proceedings (using their powers of compulsion) is not one which has been tested in the courts and is not one which arises often in practice. It is arguable that such material cannot be compelled. However, some sources are of the view that such an argument would not be successful. For example, in respect of section 10 of the Police and Criminal Evidence Act 1984 (PACE 1984), there is an exception against disclosure of items subject to

What contracts must be used at a sale of auction? Unlike a standard transaction (where there is no binding contract until exchange), an auction contract is binding as soon as the hammer falls following the last successful bid. The buyer must pay 10% of the agreed sale price immediately with the balance due on completion. If the property being sold is leasehold, it is usual that completion is delayed until the landlord’s consent to the assignment has been obtained. This will be dealt with in either the general or special conditions (see, for example, Condition G9 of the Common Auction Conditions (CAC)). Unlike a standard contract for sale of an interest in land, section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 does not

Under section 2(4) of the Rentcharges Act 1977 (RcA 1977), an Estate rentcharge ‘is a rentcharge created for the purpose: (1) of making covenants to be performed by the owner of the land affected by the rentcharge enforceable by the rent owner against the owner for the time being of the land’ i.e. a covenant-supporting rentcharge which enables enforcement of positive obligations against plot owners on their own plot, for example covenants for maintenance of structures or of strategic landscaping or of surface water drainage channels. This is normally limited to a ‘nominal’ amount, i.e. £1.; or (2) ‘of meeting, or contributing towards, the cost of the performance by the rent owner of covenants for the provision of services, the

You may find: Fintech—overview and Cryptoassets—overview useful which contain a number of Practice Notes and news items relevant to the financial services regulatory environment surrounding fintech. Practice Note on: The UK regulation of crowdfunding platforms—essentials also sets out three broad types of crowdfunding, each distinguishable by the return for the funder: • Investment model—individuals make investments in return for a share in the profits or revenue generated by the company/project In the UK, the financial services regulatory regimes for corporate finance business and investment funds both tend to shape the structure of investment-based crowdfunding platforms. As both regimes have not traditionally been used to facilitate the participation of large numbers of retail investors, there was lobbying for the creation of a new regulatory regime specifically designed for investment-based crowdfunding. However, the Financial Conduct Authority’s (FCA) approach was to acknowledge the permissibility of investment-based crowdfunding as a valid

The following Precedents contain a definition of ‘Background IP’: • Long term research framework agreement between a university and a company—creation of research unit within university: Encyclopaedia of Forms and Precedents [1035] ‘Background IP means in respect of each Research Project, IP owned or controlled by a Party prior to the commencement of the Research Project, and to which either Party requires access in order to perform its obligations hereunder’ • Agreement for consultancy work—consultant from university—consultant to supply advice and guidance to

The JCT Design and Build Contract 2011 (and 2016) provide for the employer to appoint an employer’s agent to act on its behalf under the contract. The employer’s agent is the person named in Article 3 ‘or such other person as the employer nominates in his place’. Accordingly, as a starting point, it is worth considering whether a person not named in Article 3 has nonetheless been nominated by the employer. You may find the case of Volkerlaser v Nottingham CC relevant. In that case, Faithful + Gould had been retained by the ‘Client Representative’

Leaver provisions are often seen in the context of companies which have private equity or venture capital investment. These are provisions where by way of example, a significant shareholder/investor in a company will use the grant of shares to company employees/management to incentivise them, ie the purpose of these provisions is to deprive these employees/management members of the shares allocated to them if they 'leave' the company. Here, the concept of such shareholders 'leaving' the company would encompass not only typical leaving events such as their dismissal and resignation from the company, but also deemed events such as death and bankruptcy. Leaver provisions would typically be contained in a company’s articles of association. In broad terms leaver provisions might typically provide that if an employee or management member 'leaves' the company, the significant shareholder/investor could then trigger a process for the compulsory transfer of company shares held by the 'leaver'. The transfer of these shares could be to the company

Drag along rights are rights of majority shareholders (usually holding more than 75% of the shares) to accept an offer to buy their shares and to force the holders of the remaining 25% to accept such an offer. Drag along rights allow the majority shareholder to deliver the entire share capital of the company (rather than just a majority holding)

A 'drag along' is the process by which a majority shareholder or shareholders, eg a private equity (or a venture capital) fund investor, can achieve a sale of all of the shares in the company (including those shares held by other shareholders) to facilitate a full exit. It is also sometimes referred to as a 'come along'. In practice, the use of drag-along provisions by an investor in a private equity context is complicated. If management is critical to the business but against the sale, it may be difficult to find a buyer willing to buy in those circumstances

'Liquidation preference' or 'payment waterfall' provisions are often seen in the context of a private limited company, where that company has a private equity or venture capital fund investor. These provisions are normally set out in a company's articles of association and broadly detail the order of priority for payments to be made by a company out of its surplus assets upon a return of capital in the company, ie the order in which the company's shareholders will be paid when a company is liquidated, sold or becomes insolvent. Typically, these provisions will specifically provide that on a return of capital event, they will only apply once the company has paid all of its liabilities (including all debts) and there are surplus assets available for distribution. It is fairly common where a company is subject to

Normally, a transfer of UK shares is effected by way of a stock transfer form. A stock transfer form contains two certificates for stamp duty purposes, for which see: Completing a stock transfer form—flowcharts and annotated form. Certificate 1 is completed if the consideration for the transfer (together with the aggregate consideration for any larger transaction or series of transactions of which the transfer forms part) is no more than £1,000. For more information on the exemption applicable to certificate 1, see the section 'Stamp duty exemption for low value transfers' in Practice Note: Exemptions and reliefs from stamp duty (paragraphs 1(3A) and 6 of Part I of Schedule 13 to the Finance Act 1999 (FA 1999)). Certificate 2 is completed if the stock transfer form is exempt from stamp duty without a claim for relief being made or where no chargeable consideration for the purposes of stamp duty is given for the transfer. Consequently, certificate 2 of a stock transfer

The digitisation of a printed map for use for planning purposes The Copyright, Designs and Patents Act 1988 (CDPA 1988) sets out the restricted acts in relation to copyright works which require the authorisation of the copyright owner to be carried out; copying being one of those acts. Digitisation of a printed map is an act of copying, and therefore requires the permission of the copyright owner, in the absence of an applicable exception, provided that the term of copyright for the map in question has not expired. The term of protection for a copyright work varies depending upon when the work was created; for works protected under the CDPA 1988, the term is the life of the author plus 70 years. For further guidance on restricted