Delos has announced a presentation on comparative contract law to be held on 24 March 2026 as part of Paris Arbitration Week. The event will explore good faith, principles of contractual interpretation and change of circumstances. Leading practitioners will discuss the understanding and application of these concepts under English, French and German law, with a focus on underlying principles. Speakers will include Gustavo Moser of the LexisNexis UK Arbitration team, and Vivek Kapoor, Arbitration Consulting Editorial Board member. The event will be held at the Paris Arbitration Centre, with an online session available for remote participants.

Private Client analysis: Judgment has been handed down on a trial of a contentious probate claim (originally heard in August 2025) by His Honour Judge Blohm KC. The claimants (the Deceased’s four children) challenged a Will on the basis the deceased lacked testamentary capacity and/or it was the product of fraudulent calumny. The Defendants were the Deceased’s sister, ex-partner and nephew. The challenge to testamentary capacity succeeded on the basis the Deceased was suffering from delusions at the time the Will was executed, which the judge found had an impact on both his decision to execute a Will and its terms. The fraudulent calumny claim failed. The judgment gives useful guidance on what constitutes a delusion and how that might be proved; when the court will be satisfied that a particular delusion affected the testamentary dispositions; and in particular, the circumstances in which the court will attribute comparatively less weight to evidence of the Will writer. Written by Joss Knight, barrister at 5 Stone Buildings.

[To be printed on headed notepaper of the lender making demand] To: [Insert name of individual and/or position] [insert name of the Borrower or other relevant entity] [insert address] [insert facsimile/fax number] [insert email address] [copy [specify to whom]] By [ Hand OR First class post OR Facsimile OR Email ] [Insert date of letter] Demand letter Facility agreement dated [insert date] between [insert name of lender] (the Lender) and [insert name of borrower] (the Borrower) (the Facility Agreement) [Debenture] dated [insert date] entered into by the Borrower in favour of the Lender (the Debenture) Unless expressly defined otherwise, all words and expressions defined in the Facility Agreement shall have the same meaning in this demand letter. References to ‘you’ refer to the Borrower and references to ‘we’ or ‘us’ refer to the Lender. 1 Event[s] of default

[To be printed on headed notepaper of the lender making demand] To: [Insert name of individual and/or position] [insert name of the Guarantor or other relevant entity] [insert address] [insert facsmile/fax number] [insert email address] [copy [specify to who]] BY [ HAND OR FIRST CLASS POST OR FACSIMILE OR EMAIL ] [Insert date of letter] Demand letter Guarantee and indemnity deed dated [insert date] provided by [insert name of guarantor] (the Guarantor) in favour of [insert name of lender] (the Lender) in relation to the obligations of [insert name of company] (the Company) (the Guarantee) [Debenture dated [insert date] entered into by the Guarantor in favour of the Lender (the Debenture)] Unless expressly defined otherwise, all words and expressions defined in the Guarantee shall have the same meaning in this letter. References to

Firms which arrange and/or recommend contracts of insurance for a client must comply with the SRA Financial Services (Conduct of Business) Rules 2001 and provide their client with a demands and needs statement in most cases

Restructuring and Insolvency analysis: This case involved seven applications that were heard together: in each, the applicant sought to set aside a statutory demand that had been served on them pursuant to a personal guarantee. The applicants argued, for various reasons, that they did not owe the sums set out in the relevant statutory demand. Two of the applications were adjourned, for reasons set out below. One was dismissed as the arguments raised by the applicant did not raise a genuinely triable issue. The remaining four succeeded: in each case the judge held that the wording of the personal guarantee meant that payment was only due on demand and no demand had been issued. In three of those applications (but not the fourth) the judge would also have granted the application on an allegation of potential fraud. Written by Jennifer Meech, barrister at Serle Court.

Shares or other securities which are represented by entry on an electronic depositary system such as CREST, rather than by a traditional paper certificate. Also known as uncertificated.

A transaction or a series of transactions where a business or businesses carried on by companies in a group are taken out of the group and run under separate management but with virtually the same shareholders.

A demerger is a type of corporate reorganisation that allows a company to divide its business. The division is effected by the company transferring one or more parts of its business to one or more other companies, which may sit within its group structure or be outside it. A transferee company may be run by the same directors as the transferor company or run by different directors. The shares in a transferee company will typically be held by at least some of the shareholders of the transferor company, although the shares may be allocated between them in a different way. Key features of a demerger The features of a demerger that generally distinguish it from other types of corporate reorganisation are: • preservation of business (the demerged business does not stop after the demerger, it is carried on separately) • preservation of shareholders (the demerged business will typically be owned by some combination of the shareholders who owned it before the demerger, ie looked at as a whole, the shareholders are the same before and after the demerger,

FORTHCOMING CHANGE relating to capital reduction demergers and statutory demerger conditions: At Tax Update 2026, HMRC published a consultation on ‘Modernising the distributions framework’. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income. A number of the proposals will, if implemented, affect the tax treatment of demergers, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the nominal value of the new holding company’s share capital being equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather than an income distribution. The ‘New HoldCo’ structure is an essential feature of how capital reduction demergers are currently structured. The consultation proposes that share buybacks and

STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. B Buy out This is the purchase of a company or a controlling interest in a corporation’s shares. This often happens when a company’s existing managers wish to take control of the company. C Capital redemption reserve A non-distributable reserve into which amounts are paid following a redemption or share buyback in accordance with CA 2006, s 733. The company may

Democratic deficit is a critique on the EU decision making process for its lack of democratic legitimacy.