Initial options to consider Lenders will often see formal enforcement action as a last resort. As such, a lender will often first consider the following: Refinancing This involves the borrower paying off the existing loan with a new loan that has more favourable repayment terms and/or less onerous interest rates for the borrower. The new loan may be from the existing lender or from an alternative lender. Often this will turn on whether the borrower's current lender wishes to continue the banking relationship with the troubled borrower. Restructuring This process involves making significant changes to the structure of the borrower company or its operations to make the business run more effectively and profitably so that repayment of the debt becomes more likely. For restructuring to be an option, it requires: • a viable underlying business, although it may currently be carrying too much debt • early recognition of the distress • liquidity while restructuring is investigated • support from the main stakeholders For more information, see Practice Notes: Restructuring options and Restructuring process. Additional financing The

This Practice Note considers how to enforce a settlement agreement concluded after proceedings have been issued. It discusses enforcement of settlement agreements in various scenarios, including when settling by using a consent order or a Tomlin order and under Part 36. Discontinuance of proceedings, rather than settlement by agreement of a consent order or Tomlin order, is also addressed. For guidance on enforcing a settlement concluded before proceedings have been issued, see Practice Note: Enforcing a settlement agreement concluded pre-action. Has the settlement been incorporated in a judgment or court order? Where a claim is settled after proceedings have been issued, it is important to provide in the agreement how those proceedings are to be terminated or otherwise dealt with. The settlement may itself take the form only of a consent order if the claim is very straight forward and not confidential if the settlement relates only to a case management issue within the proceedings. More likely, however, a detailed settlement agreement with future executory terms will have been negotiated to dispose

Private Client analysis: The claimants sought an order that an 89-year-old, retired trustee of three trusts and personal representative (PR) of two estates provide an account for their administration for a period spanning 49 years. Deputy Master Francis declined to provide such an order. Trustees and PRs have a duty to account but an order for an account is at the court's discretion, rather than an automatic right. The starting point is that the court should ordinarily enforce the duty to provide a full account but the specific facts may justify an exception. It was also confirmed that the court's approach to exercising its discretion to make an order in respect of trustees, set out in Henchley v Thompson, should apply to PRs despite a PR's duty to account having a statutory basis (section 25 Administration of Estates Act 1925 (AEA 1925)). Written by Michael Duffy, senior associate at Boodle Hatfield LLP.

Arbitration analysis: The Court of Appeal granted an anti-suit injunction to restrain proceedings in Pakistan intended to undermine an award in a London seated arbitration. The court emphasised the exclusivity of the supervisory jurisdiction of an arbitration for the purposes of a challenge to an award, noting that a ‘challenge’ to an award under the New York Convention is a shield against an application for recognition and enforcement of the award, not a sword with which the award may be cut down. Written by Jennifer Haywood, barrister, arbitrator and mediator at Serle Court.

This Checklist identifies the key questions to consider when seeking to enforce a third party’s rights under a contract. The common law doctrine of privity of contract provides that, as a general rule, a contract cannot confer rights or impose obligations that arise under the terms of that contract, on any person other than the parties to that contract, such that a third party cannot seek to enforce rights under a contract to which it is not a party. There are occasions, however, where a contract can be seen to create benefits for a third party (or third parties) which they may then wish to seek to enforce. In this scenario consideration should be given to the accepted exceptions to the privity of contract rule, see Practice Note: Third party rights—the common law doctrine of privity of contract. One such exception is where third party rights can be enforced under the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999). This Checklist considers the questions to ask in seeking to rely on C(RTP)A 1999. It should

Local Government analysis: A highly-anticipated decision of the Supreme Court on how the court should intervene when a local authority fails to move homeless applicants from unsuitable temporary housing, and how lack of resources should be addressed when considering relief. The High Court had originally refused to make a mandatory order to compel the local authority to provide suitable housing, relying on the limited resources available to the council to provide alternative accommodation. The Court of Appeal overturned the decision not to grant mandatory relief and held that it had been wrong at first instance to rely on the council’s limited resources as a reason for doing so. Croydon appealed to the Supreme Court. The judgment examines the court’s role in overseeing enforcement of statutory duties, how resources should be addressed, and how remedies should be approached where there is non-compliance. Written by Kevin Long, solicitor at Hackney Community Law Centre.

FORTHCOMING CHANGES: there are a number of proposed changes to the leasehold and enfranchisement landscape—for more information, see Practice Note: Property—horizon scanner. For guidance in respect of the steps to be taken by a tenant, see: Enfranchisement and lease extensions of houses under the Leasehold Reform Act 1967 (preparation and procedure) for tenants—checklist. This Checklist sets out the considerations and steps to be taken by a landlord, and relevant timescales or deadlines for those steps, once a tenant has served a notice of a tenant’s claim under the Leasehold Reform Act 1967 (LRA 1967). This includes; service of a notice in reply, admitting or not admitting a claim and/or opposing the claim on the basis of intention to occupy the home, or in the case of a lease extension, to redevelop, and considering whether or not to make an application to the First-tier Tribunal (FTT) (or Leasehold Valuation Tribunal (LVT) in Wales) and/or the County Court as appropriate depending

FORTHCOMING CHANGES: there are a number of proposed changes to the leasehold and enfranchisement landscape—for more information, see Practice Note: Property—horizon scanner. For guidance in respect of the steps to be taken by a landlord, see Checklist: Enfranchisement and lease extensions of houses under the Leasehold Reform Act 1967 (preparation and procedure) for landlords—checklist. This Checklist sets out the considerations and steps to be taken by a tenant, and relevant timescales or deadlines for those steps, once a tenant has served a notice of tenant’s claim under the Leasehold Reform Act 1967 (LRA 1967). These include making an application to the County Court for a declaration to acquire the freehold or for a new lease if a landlord does not serve a notice in reply within the time limit, negotiating terms of acquisition or of the new lease, including serving a notice of modification of terms if required within the applicable time limit, and considering whether or not to make an

FORTHCOMING CHANGES: there are a number of proposed changes to the leasehold and enfranchisement landscape—for more information see Practice Note: Property—horizon scanner. This Flowchart is for use on a tenant’s claim for enfranchisement or lease extension of a house under the Leasehold Reform Act 1967 (LRA 1967). It sets out the steps from service of a tenant’s notice of claim, including a landlord’s notice in reply, to applications to the First-tier Tribunal (FTT) (or Leasehold Valuation Tribunal (LVT) in Wales) and/or the County Court as appropriate depending on the issue in dispute. For further guidance in respect of enfranchisement and

The way in which investment managers discuss issues (ie problems) with the companies they invest in

This Practice Note considers the best practice guidance on relations between listed companies and their shareholders. It includes coverage and interpretation of the UK Corporate Governance Code (UKCG Code), as maintained by the Financial Reporting Council (FRC), as well as: • the FRC's Stewardship Code • the FRC's 2018 Guidance on Board Effectiveness • the Guidance on enhancing stewardship dialogue issued by the Chartered Governance Institute (CGI) • the Stewardship and Voting Guidelines 2023 published by the Pensions and Lifetime Savings Association (PLSA) • the Shareholder Voting Guidelines (available to purchase from PIRC website) (PIRC Guidelines) issued by Pensions & Investment Research Consultants Ltd (PIRC), and • the 2024 Benchmark Policy Guidelines published by Glass Lewis This Practice Note also explores the specific role to be played in shareholder relations by each of the Chair, the senior independent director (SID) and the non-executive directors (NEDs). It also considers guidance on the conduct of general meetings (including the AGM), electronic communications and the annual report. UKCG Code The UK Corporate Governance Code (UKCG Code) is administered by

In July 2016, the Financial Reporting Council (FRC) published a report on corporate culture (FRC Culture Report), which explored the effect that organisational culture has on a company’s governance. One of the report’s findings was the importance of companies engaging with and reporting to their stakeholders as part of a good governance strategy. Improved engagement and reporting to stakeholders was also a theme explored in the government’s response to its green paper on corporate governance reform in August 2017. Among the package of reforms announced were proposals to: • introduce secondary legislation to require public and private companies of significant size to explain how their directors comply with the requirements of section 172 of the Companies Act 2006 (CA 2006) to have regard to employee and other interests when fulfilling the duty to promote the success of the company • invite the FRC to consult on the development of a new UKCG Code principle establishing the importance of strengthening the voice of employees and other non-shareholder interests at board level • encourage industry-led solutions