Overage is a covenant or contractual obligation by the buyer to make an additional payment to the seller over and above the original purchase price if a specified event occurs. It is important to stress to clients that payment of this additional sum is by no means certain. For example: • the specified trigger event may not occur within the overage period • the local authority's development plan for the site or other circumstances surrounding the property may change over time • even if the trigger event does occur, the buyer may simply fail to make the payment to the seller • the buyer may become insolvent in the intervening period At the outset At the outset (ie when heads of terms are circulated) consider whether overage is appropriate for the transaction. Is it likely that the overage will be triggered during the anticipated overage period? If it is a near certainty, a more appropriate solution may be that the price should be adjusted upwards instead. If the overage is being imposed simply to cover the ‘what

FORTHCOMING DEVELOPMENT: On 15 December 2025, the Department for Work and Pensions (DWP) launched a consultation examining whether the existing powers enabling the Pensions Regulator (TPR) to remove and replace trustees should be supplemented or reformed, noting that TPR’s current statutory powers to suspend, prohibit or replace trustees are tightly constrained, used infrequently and can involve complex, quasi-judicial processes. Where trustee replacement is required, TPR generally appoints independent trustees from its independent register, which in practice consists of a small number of professional trustee firms and can be an effective but costly solution, particularly for schemes under stress or orphan schemes with no trustees in place. Against this background, the consultation explores the feasibility of introducing a government-appointed public trustee to act as a secure, independent, last-resort option where trustees need to be replaced or appointed. Moreover, where applicable, a scheme must comply with legislative requirements relating to the appointment of member-nominated trustees or directors. Legislation (the ‘Member-nominated trustees (MNT) legislation’) requires that at least one-third of trustees are member-nominated trustees (or

FORTHCOMING DEVELOPMENT: On 15 December 2025, the Department for Work and Pensions (DWP) launched a consultation examining whether the existing powers enabling the Pensions Regulator (TPR) to remove and replace trustees should be supplemented or reformed, noting that TPR’s current statutory powers to suspend, prohibit or replace trustees are tightly constrained, used infrequently and can involve complex, quasi-judicial processes. Where trustee replacement is required, TPR generally appoints independent trustees from its independent register, which in practice consists of a small number of professional trustee firms and can be an effective but costly solution, particularly for schemes under stress or orphan schemes with no trustees in place. Against this background, the consultation explores the feasibility of introducing a government-appointed public trustee to act as a secure, independent, last-resort option where trustees need to be replaced or appointed. Independent individuals may act in relation to occupational pension schemes, either as the sole trustee or as one of a number of trustees (or as directors of a corporate trustee). There is no general overriding definition

1 Introduction 1.1 How we behave in and out of the workplace affects us all. Everyone has an important role to play in building and maintaining a culture of respect, inclusion, and ethical behaviour within our firm. This policy sets out our firm’s commitment to safe, fair, inclusive and respectful behaviour, our expectations for how we behave towards each other, our colleagues, clients and other third parties and how to act when you see or become aware of unacceptable behaviour by others. 1.2 [Insert name of firm] is committed to safe and fair treatment of everyone in our firm and other colleagues with whom we work. Our employment policies and practices are intended to actively foster and support ethical behaviour, staff wellbeing, inclusion and diversity. We prohibit harassment, bullying, discrimination and sexual misconduct in any form. 1.3 This conduct and behaviour policy should be read together with [our Code of ethics and ]our policies and guidance on: 1.3.1 [insert, eg equality, diversity and inclusion;] 1.3.2 [insert, eg bullying and harassment;] 1.3.3 [insert, eg stress and mental health;] 1.3.4 [insert, eg sexual misconduct;] 1.3.5 [insert, eg breach reporting;] 1.3.6 [insert, eg whistleblowing.]

WARNING These template replies to enquiries are intended only as a framework and starting point to assist the Seller in building their replies to enquiries. They are not a recommended, comprehensive or conclusive list and should not be used without careful consideration and bespoke amendment to suit the particular transaction. The replies given to enquiries before contract are representations made by the seller to the buyer and the buyer is entitled to rely on them in deciding whether or not to proceed with the transaction. It is imperative that they are correctly tailored to the specific matter and do not include any false or flippant statements. They should also not contain any generic statements, such as ‘Not to the Seller’s knowledge’, unless the Seller has made an effort to discover a more comprehensive answer to the enquiry. Such a response contains within it an implication that the Seller has itself made reasonable enquiries relation to the enquiry in question. You must stress to your client the

This week's edition of Risk & Compliance weekly highlights includes: a new ICO Children’s Code strategy, the latest sanctions news, the annual NCA SARS statistical report, and an analysis on the enforceability of NDAs that stop the reporting of crimes.

This week’s edition of PI & Clinical Negligence weekly highlights includes an analysis of a Court of Appeal decision which awarded damages to a claimant in a psychiatric injury secondary victim claim in relation to the 1982 Hyde Park bombing. We also consider an interesting High Court decision which looked at the illegality defence and the liability of an insurer of a stolen motorbike and a High Court judgment on the jurisdiction of the English court in a claim brought by football fans who were injured at the 2022 UEFA Champions League final in Paris. In addition, we have our usual roundup of other news, cases and New Law Journal articles of interest.

Ireland-Finance and Financial Services analysis: This article was written by A&L Goodbody’s Financial Regulation Advisory Team and discusses how domestically, the CBI issued a number of updates on Fitness and Probity. At European level, the European Banking Authority (EBA) updated the indicators for risk assessment and resolution.

This week's edition of Financial Services weekly highlights includes: FCA proposes annual regulatory reporting return with information on firm business models; ESMA publishes principles for risk-based supervision; plus dates for your diary.

This Practice Note explores key elements of the UK regime for money market funds (MMFs) that is derived from Regulation (EU) 2017/1131 (EU MMF Regulation). It also considers proposed reforms to the regime, with the Financial Conduct Authority (FCA), HM Treasury and the Bank of England (BoE) collaborating to enhance its resilience and align it with post-Brexit regulatory goals. For information on the EU MMF Regulation, see Practice Note: EU MMF Regulation—essentials. What is an MMF? MMFs are investment funds that invest in short-term debt instruments and thereby play a key role in the short-term financing of the economy.  In particular, MMFs are open-ended, liquid investment funds that invest in fixed income in the form of short-term debt, for example money market instruments issued by banks, governments or companies (including treasury bills, commercial paper and certificates of deposit) which pay interest. They therefore represent an important link between demand for and offer of short-term debt. Further information on the eligible assets of a MMF is set out in Investment policies of MMFs below. MMF investors, including corporate treasury departments,

This edition of the Sustainable finance and ESG round-up from the Finance Group includes: (1) guidance on Climate Transition Bonds; (2) a few developments regarding the EU Ratings Regulation (Regulation (EU) 2024/3005); and (3) the European Commission’s consultation draft delegated regulation revising the European Sustainability Reporting Standards.

The European Commission has opened a call for evidence for an evaluation of Directive 2009/52/EC (the Employers Sanctions Directive). The directive sets minimum standards on sanctions against employers of illegally staying third-country nationals in the EU. Led by DG HOME, the evaluation covers the period between 2012–25 and applies to the 25 Member States bound by the directive (Denmark and Ireland opted out). The directive's objectives include deterring illegal employment of third-country nationals, reducing irregular migration, levelling the playing field in the EU labour market and protecting affected workers' rights. A May 2026 implementation report found progress but also significant discrepancies in application across Member States, gaps in the dissuasive effect of sanctions and uncertainty around worker protections. The evaluation will assess the effectiveness, efficiency, coherence, relevance and EU added value of the directive's provisions on inspections, sanctions, subcontracting, prevention and protective measures. It will also stress-test the directive and examine the administrative burden on Member States and employers. Consultation activities will target social partners, national authorities, civil society organisations and EU bodies. Based on the results, the Commission will consider whether to revise the directive, with adoption anticipated for Q3 of 2027. The call for evidence closes on 18 September 2026.