This Practice Note highlights key issues to consider when acting for an outgoing tenant on the assignment of a rack rent (occupational) commercial lease. See also Practice Note: Transferring commercial property—a practical guide and Assignment of a rack rent lease (assignor)—checklist. Is the landlord’s consent required to the assignment? Check the terms of the lease (including any deeds of variation or supplemental documents). If the lease is registered and it is a lease that contains HM Land Registry prescribed clauses, the register will state whether or not the lease contains provisions that prohibit or restrict dispositions (as shown by clause LR8 of the lease). In addition, there may be a restriction on the title prohibiting assignment without landlord’s consent. Where relevant, also check the terms of any superior lease to see if there is a restriction prohibiting the assignment (for example a prohibition on assigning an underlease without consent). Assignment may be: • prohibited • permitted without consent—this is the case if the lease is silent (note that a covenant not to part with possession

This Practice Note provides guidance on the approach that trustee’s counsel would typically take when reviewing bond documentation and the specific points that trustee’s counsel should look for in the documentation. It includes an overview of the trustee's role in a debt capital markets (DCM) transaction, a discussion of some of the key concerns of trustees in the negotiation of documents, the issues arising in connection with an enforcement and an overview of other points that arise in connection with specific types of bond issuances. Unless otherwise noted, this Practice Note discusses only the transaction structures of English trustees acting under English law governed trust deeds in connection with debt securities issued on a standalone basis. Overview of the trustee’s role The trustee is an entity appointed by the issuer to represent the interests of the bondholders, acting as the intermediary between the issuer and the bondholders. The trustee's main functions are to: • hold the issuer's covenant to pay principal and interest on trust for the bondholders

Restriction and successor covenant The question of how to comply with the overage deed will of course depend upon its provisions. However it is likely that the overage beneficiary’s entitlement to the overage is protected by a restriction on the proprietorship register and a requirement for the new buyer to enter into a positive covenant to observe and perform the terms of the overage deed (a 'successor covenant'). Your client will need to: • procure that the buyer enters into that successor covenant, and • deliver this to the overage beneficiary, who should then produce an HM Land Registry consent letter to permit

The Housing Act 2004 prescribes specific requirements and legal responsibilities in relation to landlords of houses in multiple occupation (HMOs). Regulations promulgated by way of secondary legislation set out further requirements. An HMO is a property that is rented to at least three people who do not form one household but share facilities. HMOs are divided into small HMOs and large HMOs. A large HMO is a property which is rented to five or more people who form more than one household, is at least three storeys high, and has shared toilet, bathroom or kitchen facilities. All large HMOs require a licence. In some areas directions have been given by the local authority requiring small HMOs also to be licensed. A licence is valid for a maximum of five years. When acting in a purchase of

Extreme caution should be exercised by firms and individuals considering acting for themselves, friends or family. Risks include potential conflicts of interest, compromised professional judgment, breaches of the SRA’s insurance and other regulatory requirements and AML breaches. This Practice Note covers considerations where a law firm wishes to act for one of its own partners or employees, where an individual lawyer wishes to represent or act for themselves, and for your lawyers representing or advising others in a personal capacity. Regulatory considerations There is no specific reference in the SRA Standards and Regulations to acting for friends and family. SRA Principles The SRA Principles require you to act: • in a way that upholds the constitutional principle of the rule of law, and the proper administration of justice—Principle 1 • in a way that upholds public trust and confidence in the solicitors’ profession and in legal services provided by authorised persons—Principle 2 • with independence—Principle 3 • with honesty—Principle 4 • with integrity—Principle 5 • in the best interests of each client—Principle 7 Conflicts of interest The

1 Introduction 1.1 This policy covers three separate situations: 1.1.1 the firm acting for one of our partners/employees, alone or jointly with an external client—see section 2; 1.1.2 a partner/employee acting for themselves—see section 3; and 1.1.3 giving advice to others in a personal capacity, whether or not they are friends or family—see section 4. 1.2 This policy serves to protect every client, so that all legal work undertaken by the firm is subject to our standard processes, which help mitigate the risk we face as a firm and as individuals. 1.3 Compliance with this policy is compulsory. 1.4 If you have any queries in relation to this policy, its scope, interpretation or application, contact [insert, eg the COLP]. 2 [Insert name of firm] acting for partners or employees alone or jointly with an external client 2.1 Generally [insert name of firm] will not accept instructions from a partner or employee of the firm in a personal matter relating to that partner/employee or any member of their family (including spouse, civil partner, children, parents, siblings) or friends (meaning close personal friends where it could be said that your objectivity

Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company.

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note summarises the rules and guidance in relation to parties who are, or may be presumed to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular the note considers the different relationships that may qualify as acting in concert, the significance of concert parties in relation to Rule 9 of the Code, and disclosures in relation to stakebuilding. Acting in concert is not prohibited by the Code, but can have significant implications. The consequences of being a member of a concert party will generally bite under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares. All persons to whom the Code applies (and their advisers), including parties to a takeover

Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. A person and each of its affiliated persons will be deemed to be acting in concert all with each other. In addition, the Code lists a number of persons who will be presumed to be acting in concert with other persons in the same category unless the contrary is established.

A group of 15 elements with an atomic number from that of actinium (89) to lawrencium (103) inclusive. All are radioactive. Group includes uranium, plutonium, americium, and curium. Actinides are elements with partial occupation of the 5f electron shell. Lawrencium is strictly a transition metal (d-block element) but conventionally included in the actinide grouping. Elements heavier than uranium are collectively termed Trans-uranics.

An action for non-delivery is where the buyer may maintain an action against the seller for damages for non-delivery under a contract of sale.

Where there has been a breach of contract for a contract of sale, the seller may sue the buyer for the price of the goods.