This Practice Note summarises the issues that need to be considered when personal representatives wish to undertake planning to reduce or defer the UK inheritance tax liability of an estate with US or French elements. For information on UK-US and UK-France estate planning, see Practice Notes: UK-US estate planning—introduction and UK-France estate planning—introduction. See also the International Q&A guides—Private Client sub-topic, which contains information on several jurisdictions, including the USA and France. UK IHT planning—summary In the UK, inheritance tax (IHT) on death may be reduced or deferred in a number of ways: • changing the value for IHT purposes (loss relief claims) • disclaiming so that the ultimate beneficiary who then becomes entitled is treated for tax purposes as having inherited direct from the deceased (disclaimers) • varying the way in which the deceased's estate devolves and electing to treat such variation as having been made by the deceased for IHT purposes (variations) • varying the beneficiary so as to produce different tax results (succession claims) • distributing out of a discretionary Will trust (trust

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer in a cross-border private M&A transaction. The focus of the note is on practical considerations that a lawyer needs to be aware of so as to ensure that the transaction is managed in the most efficient and effective way possible. Key stages in cross-border M&A transactions The principal stages in a cross-border private company M&A transaction are: Preliminaries (pre-signing) stage This is when non-disclosure agreements (NDAs, also known as confidentiality agreements) and exclusivity agreements are agreed, due diligence is carried out and the share purchase agreement (SPA) and related transaction documentation is negotiated. In the case of auction sales, the process of soliciting bids and drawing up a short list of bidders will take place. The cross-border element will focus attention on the smooth co-ordination, potentially across a number of different jurisdictions, of the work of the respective parties' legal teams and other advisers, particularly in relation to due diligence. Exchange

When a private M&A transaction involves multiple jurisdictions this will often result in the need to consider additional factors in the planning, structuring and execution of the deal. This Checklist sets out practical guidance on the key cross-border issues for legal teams to consider when advising on an international private M&A transaction in order to facilitate its successful outcome. Issue Guidance Compliance issues If the transaction involves parties or assets located in a jurisdiction which has been designated as ‘high risk’ under applicable anti-money laundering guidance or regulations, enhanced client due diligence and ongoing monitoring for potential money laundering or terrorist financing activities must be applied. These monitoring obligations will be particularly acute during due diligence. Sanctions Advisers on cross-border deals should also be mindful of which countries are subject to international sanctions (under UK, EU, UN or US regulations). Dealing with persons subject to sanctions may trigger reporting obligations and/or criminal liability. Screening of new clients and other relevant parties should be carried out against applicable sanctions lists. Instructing local counsel If

This Agreement is made [insert day and month] 20 [insert year] Parties 1 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country A] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; and 2 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country B] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; together referred to as the Insolvency Representatives; and 3 [insert name of debtor company(ies)] a company incorporated in [insert country] under number [insert registered number] whose registered office is at [insert address]; and

Rationale In certain cross-border restructuring or insolvency cases, a protocol between the relevant parties in each different jurisdiction may help co-ordinate the overall process, reduce costs and so increase returns generally for creditors as a whole, wherever located. Protocols are generally written agreements (although occasionally may be oral) dealing with actual and/or potential matters of conflict and can also be called a: • cross-border insolvency agreement (see the UNCITRAL Practice Guide) • compromise agreement • memorandum of understanding There is no set format for protocols and one of their main benefits is that they can be tailored to fit the circumstances of each case. UNCITRAL has produced a helpful Practice Guide (2010), providing information for practitioners and judges on practical aspects of co-operation and communication in cross-border insolvency cases which includes sample clauses for protocols. It is not intended to be prescriptive, rather to illustrate how the resolution of issues and conflicts could be facilitated. Most protocols to date have been drafted in English or English and one other language, though obviously

Basic principles Due to the flexibility of schemes of arrangement (schemes), (see Practice Note: Benefits of schemes compared to other processes), the binding nature on all creditors in the relevant classes of a scheme compromise, and the perceived deficiencies of certain local restructuring procedures in some foreign jurisdictions, schemes are commonly used in the restructurings of foreign companies or English companies with significant assets or creditors outside the UK (see Practice Note: Establishing jurisdiction and sufficient connection). However, a lack of recognition may render a scheme ineffective or leave open the risk of a scheme company being placed into a foreign insolvency process. Recognition issues should therefore be considered by practitioners from an early stage of the scheme process. For proceedings commenced from 31 December 2020 onwards, (i) the operative parts of the EU Recast Regulation on Insolvency on automatic recognition and (ii) EU Brussels I recast have fallen away for the UK (see: No deal Brexit—impact on jurisdiction agreements—checklist) and recognition will depend on private international law (see Practice Note: INSOL Europe/Lexis®PSL Joint

This Practice Note considers the requirement for completing Court Form N510 (Notice for service out of the jurisdiction where permission of the court is not required) when serving a claim form out of the jurisdiction without the court’s permission. It explains what Form N510 is and when it must be used. It then explains the different parts of the form to be completed, depending on which jurisdiction the claim form is to be served in. It also provides some considerations when completing Form N510 and explains the consequences of a failure to complete it correctly. Finally, it covers when the form must be filed and served and the consequences if this does not take place. For guidance as to whether the court’s permission will be required to serve a claim form outside England and Wales, see Practice Note: Cross-border service—is permission required to serve a defendant who is outside England and Wales? What is Form N510? Form N510 is a court form used by the claimant to tell the court

This Practice Note provides a summary of various considerations when serving a claim form outside England and Wales. The issues covered take into account the rules and guidance provided in the Civil Procedure Rules and associated practice directions of England and Wales as well as international conventions. A visual representation of the issues referred to in this Practice Note can be found in: Cross–border service—flowchart. Does the court have jurisdiction? Court documents may only be served on a defendant outside England and Wales if the English courts have jurisdiction over the defendant. While service if a procedural process it will be important, when considering cross-border service, to be aware that there are many overlaps with determining the court’s jurisdiction as the court must have jurisdiction over the dispute for there to be valid service. Where the specific requirements set out in CPR 6 dealing with service have been met, the court will be regarded as having jurisdiction and service can be effected. In other cases, the court’s permission will be required to serve out,

This Practice Note provides assistance when making an application to obtain the courts’ permission to serve the claim form outside the jurisdiction of the English and Welsh courts (referred to as the English courts in this Practice Note). Such an application is generally made without notice and on the papers. This Practice Note covers the timing of the application, the documentation required to make the application and considerations when completing it. It then sets out the steps that need to be taken if permission is granted. In practice, the courts almost always grant permission unless there is a very obvious defect with the application. However, it is important to note that: • a failure to comply with the provisions of the CPR, when obtaining permission, may result in the defendant seeking to set aside the order on the basis that the court has been misled • a failure to provide specific information, may result in the defendant seeking to challenge the court’s jurisdiction Therefore,

This Practice Note considers the principles applied where a claimant breaches the duty of full and frank disclosure when seeking, without notice, permission to serve a claim form outside England and Wales. It also considers the consequences of a breach, including whether the permission order should be set aside and the costs sanctions which may follow. Some of the authorities referenced involved applications for freezing orders, however the principles apply equally to with breach of full and frank disclosure in service out of the jurisdiction applications. When considering the duty of full and frank disclosure there is a ‘golden rule’ as set out in the Court of Appeal decision in Knauf UK v British Gypsum (2001), that an applicant for relief without notice must disclose to the court all matters relevant to the exercise of the court's discretion’. Where there has been a failure to comply with that rule, the court may ‘[65]…discharge the order obtained even if the circumstances would otherwise justify the grant of such relief; that a due sense

This Practice Note provides a summary of the development of the ‘good arguable case’ requirement which will need to be met for the courts of England and Wales (English courts) to have jurisdiction to determine a claim. During the development of the requirement, it has been referred to in the authorities by a variety of different names: ‘good arguable case’, the ‘better argument’, or the ‘much the better argument’. In addition, the courts have applied glosses, explications and set out reformulations of the original requirement. The court’s approach to the evidence required to satisfy this test has also been the subject of much uncertainty with references to the need for evidence to be ‘reliable’, ‘clear and precise’, ‘plausible’, ‘sufficient’ or for the evidence to be of ‘real substance’. For guidance on the requirement and how it is to be met, see Practice Note: Cross-border service—‘good arguable case’ requirement. Origins of the ‘good arguable case’ requirement The leading modern case as to the meaning of ‘a good arguable case’ is the House of Lords decision

This Practice Note considers service of court documents by the claimant outside England and Wales other than the claim form (which is subject to its own specific rules). It considers service of documents by the claimant on the defendant as well as service by a defendant on another defendant outside England and Wales. It also considers service on non-parties. Has an address for service in the jurisdiction been provided? A party is required to give an address for service of documents relating to the proceedings (CPR 6.23). This applies to all parties regardless of where they are domiciled unless the court orders otherwise. See Practice Note: Serving documents (excluding the claim form, particulars of claim and defence). While CPR 6.23 imposes a general requirement for a party to provide a UK address for service, CPR 6.23(4) expressly states that this rule is subject to Section IV of Part 6, where applicable. CPR 6.38 forms part of that Section IV regime and permits service of an application notice, order or other document on a defendant