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PRACTICE NOTES
Taking occupation before practical completion The default position in most building contracts is that the contractor is given exclusive possession of the site and the works and this continues until practical completion of the works takes place (see Practice Note: What is practical completion?). At practical completion, exclusive possession of the site/works passes back from the contractor to the employer. This is ordinarily the case unless the contract contains express terms to the contrary (eg terms providing for sectional completion). However, the nature of construction projects, and the commercial drivers that motivate employers, mean that, on occasions, an employer may decide that it wants to access, use, occupy or even sell a part or parts of the site/works before completion of the whole of the works. One of the most common reasons that the employer may decide to do that is to allow it (or its purchaser/tenant) to commence fit-out works. If sectional completion is agreed in advance, the building contract should be drafted so that provisions, including those relating to completion, handover, insurance, retention,
GLOSSARY
The early warning process is found most notably in the NEC3/NEC4 suite of contracts, but the concept also exists in some other standard form contracts. It requires the parties to the contract to notify each other, as soon as either of them becomes aware of any matter that could increase the total cost, delay completion or impair the performance of the finished work, so that the parties can proactively deal with the issue.
GLOSSARY
This is the realm of the venture capital—as opposed to the equity'>private equity—firm. A venture capitalist will normally invest in a company when it is in an early stage of development. This means that the company has only recently been established, or is still in the process of being established—it needs capital to develop and to become profitable. Early-stage finance is risky because it’s often unclear how the market will respond to a new company’s concept. However, if the venture is successful, the venture capitalist’s return is correspondingly high.
GLOSSARY
Earmarking provides a spouse with a share of a pension scheme member's pension rights on divorce. The spouse's share is paid when the member draws their benefits. Now called ‘attachment’; alternative remedies include sharing and reallocation (‘offsetting’).
GLOSSARY
An arrangement whereby part of the consideration on a share or asset sale is calculated (after completion) by reference to the target company's profits and performance for a specified period following completion.
PRECEDENTS
Insert the following definitions as new definitions into clause 3 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 3 Definitions and interpretation Auditors means the auditors of the [Company OR Group]; Buyer’s Accountants means [insert name] of [insert address]; Counsel means a Queen’s Counsel having a minimum of ten years' call; Deferred Consideration means the [aggregate of the] [Consideration Shares AND/OR [,] Loan Notes AND/OR [and] cash] [ issuable AND/OR [and] payable] to the Seller in respect of the Earn-out Period[s] pursuant to clause 3; Determination Date means the date on which an Earn-out Payment Amount is agreed or determined in accordance with Schedule [9 OR [insert schedule number for the determination of the earn-out schedule] OR ; Determined Amount has the meaning given to it in clause [3.9 OR 3.14]; Determined Claim has the meaning given to it in clause 3.23; Due Date has the meaning given to it in clause 3.8; Earn-out Accounts means the [audited] [and] [consolidated] accounts of the [Company OR Group] produced by the Auditors in accordance with Schedule [9
PRACTICE NOTES
An earn-out is a particular way of structuring the consideration payable for the acquisition of shares in a company where at least part of the price is to be calculated by reference to the target company's performance over a period of time following the acquisition. In transactions involving an earn-out, the purchase price given by the buyer for the company's shares will typically include: • an agreed amount of initial consideration payable upon completion, and • an unascertainable amount of earn-out consideration payable over, or at the end of, the earn-out period The initial consideration and the earn-out consideration may be payable wholly in cash, in shares or loan notes issued by the buyer (or a connected company) or in any combination thereof. The earn-out element is often calculated by reference to the target company's profits over a specified period, such as the next two or three accounting periods following completion of the sale. It is also possible, but less usual, to link the earn-out to turnover, net assets or some other
GLOSSARY
Earned income generally refers to income derived from active work or services, such as employment, office, trade, profession or vocation, rather than from passive investment or capital. In legal and tax practice across England and Wales, Scotland, Northern Ireland and Ireland, it is commonly contrasted with “unearned” or “investment” income (for example, interest, dividends, rents and most capital gains). In UK tax law, the concept broadly corresponds to income from employment, self-employment and certain pensions, as reflected in the Income Tax (Earnings and Pensions) Act 2003 and related legislation, although “earned income” itself is not always a defined statutory term. In Ireland, similar distinctions arise under the Taxes Consolidation Act 1997 between income from trades, professions, employments and other sources. The characterisation of income as “earned” is practically significant for: income tax computation and reliefs; social security and Universal Credit or welfare entitlements; maintenance and child support calculations; and assessment of loss of earnings in litigation and personal injury claims. Usage is broadly consistent across the UK and Ireland, but specific statutory definitions and thresholds should always be checked in context.
PRECEDENTS
What is earned settlement? The Home Secretary’s November 2025 policy statement and consultation, ‘A Fairer Pathway to Settlement’, sets out controversial proposals to fundamentally reform the current framework through which overseas nationals obtain settlement in the UK and replace this with what is termed an ‘earned settlement’ model. The policy statement describes settlement as a ‘privilege rather than an entitlement’ and frames the reforms as a shift towards measurable contribution and integration. The main focus of the proposals is an increase in the baseline qualifying period for settlement from five years to ten years for most applicants. That baseline would then be adjusted upwards or downwards depending on individual circumstances. There would be four core pillars underpinning the system: character, integration, contribution and residence. Some aspects of those pillars would operate as mandatory eligibility requirements, while others would determine whether the qualifying period should be shortened or extended. In broad terms, the proposed model would mean that: • settlement would no longer usually be available after five years on a qualifying route • most overseas nationals would start from a baseline qualifying period
GLOSSARY
A court order that requires a debtor's employer to deduct a portion of the debtor's earnings form their salary and remit them to their creditor
GLOSSARY
The annual profits of a company after deduction of tax, dividends to preference shareholders and bondholders. Earnings are usually expressed on a per-share basis (eg 7p), and the earnings per share (EPS) figure is calculated by dividing total earnings by the average number of shares in issue for the relevant accounting period. For example, earnings of £2 million, with 10 million shares in issue would give an EPS of 20p. You may see earnings used in several ways: • reported earnings: the figure in the company’s accounts • underlying earnings: the figure derived from reported earnings by excluding any one-off items (eg profit from the sale of land which is not part of the company’s normal business) • diluted earnings: earnings after adjustment has been made for shares that may be issued in the future if holders of options, warrants and convertibles choose to exercise their rights.
GLOSSARY
A limit on the amount of a member's earnings that can be used for the purposes of determining contributions and benefit accrual.