An overarching concept for being open and honest in negotiations that goes beyond the idea of not deceiving the other party.

Pensions analysis: What are the risks of turning a blind eye to the possibility that an overpayment could occur? James Walmsley, barrister at Wilberforce Chambers, and Alison Hills, senior associate in the pensions and employee benefits team at Wedlake Bell, consider the High Court judgment of Webber v Department for Education.

This Practice Note considers good faith in commercial agreements. It examines the concept of good faith and the extent to which it is applied in commercial agreements either as an express term or an implied term and in the context of relational contracts. It also considers agreements to negotiate in good faith, the approach to the duty of good faith in other jurisdictions, the application of Braganza duties in commercial agreements, and provides some drafting considerations in respect of good faith provisions. The traditional approach adopted by English courts has been to avoid implying a duty of good faith into commercial agreements and ‘if parties wish to impose a duty [of good faith] they must do so expressly’ (Mid Essex Hospital Services). However, the courts may be prepared to imply a duty of good faith in some instances, by applying a conventional approach to the implication of terms, as appears from the decisions in Yam Seng Pte Limited v International Trade Corporation and Bates v Post Office Ltd, in certain types of commercial

This Practice Note considers if and when a duty of good faith may be implied into a construction contract, and also looks at some of the standard form construction contracts which contain express obligations to act in good faith, including their effect on the parties’ obligations. It is a long established principle that there is no general duty of good faith in English law (unlike many other legal systems). There are only very limited categories of contract where such a duty applies, including certain insurance and employment contracts and fiduciary relationships. A universal duty to act in good faith will not therefore automatically be implied into a construction contract. Several standard form construction contracts include express obligations to act in a spirit of good faith, but, as this Practice Note considers, it is likely that this would only have limited effect on the parties’ obligations. The case of Yam Seng seemed as if it might open the door to introducing a general implied duty in commercial contracts for the parties to act in good faith. This

Pensions analysis: The Pensions Ombudsman has upheld one complaint about incorrect member communication but rejected another. Martin Scott of gunnercooke LLP looks at the decisions.

Shares may be given to management or employees in order to incentivise them. The purpose of the leaver provision is to deprive management/employees of those shares if they leave the employment of the relevant company or group. The concept of a leaver encompasses not only typical leaving events such as dismissal and resignation but also deemed events such as death, bankruptcy and divorce. If a leaver’s shares are to be sold, the sale price for those shares will vary depending on whether the leaver is a good leaver or a bad leaver.

Shares may be given to management or employees in order to incentivise them. The purpose of the leaver provisions is to deprive management/employees of those shares if they leave the employment of the relevant company or group. The concept of a leaver encompasses not only typical leaving events such as dismissal and resignation but also deemed events such as death, bankruptcy and divorce. If a leaver’s shares are to be sold, the sale price for those shares will vary depending on whether the leaver is a good leaver or a bad leaver. A 'bad leaver' is an employee/manager who may have resigned from his or her position early into the investment, eg in the first 12 or 24 months, or has been dismissed for misconduct or non-performance. A 'good leaver' is an employee/manager who may have resigned after a long period of service or has become involuntarily incapacitated. 'Bad leavers' will generally be required to sell their shares at the lower of market value and issue price. 'Good leavers' will generally sell at market value.

The 21st century has produced giants of primary legislation such as the Companies Act 2006 with its 1,300 sections and 16 Schedules. Meanwhile, the annual number of statutory instruments passed has also grown, for instance from 1,664 passed in 2008, peaking at 3,485 in 2014. Numbers then began to fall in 2016, with a total of 1,387 passed in 2018. Nonetheless, both the size of Acts of Parliament and the increase from 100 or fewer statutory instruments to over 1,000 a year that began in 1970 and 1972 demonstrate the increasing codification of UK law and an inexorable move towards secondary legislation. Getting started The Office of the Parliamentary Counsel’s Drafting Guidance is an invaluable reference tool, particularly for primary legislation. As well as providing practical guidance on the drafting and the legislative process, it explains the thinking behind modern drafting techniques. The guidance covers: • the general drafting principle of clarity • specific language-related points such as gender neutrality • commonly used drafting techniques • drafting repeals, amendments and modifications of

The European Commission has revised the good practice guidelines on the assessment of genetically modified organism (GMO)-related aspects in relation to clinical trials with human cells genetically modified to include human cells genetically modified without viral vectors as well as genome edited cells. The Commission highlights key risks linked to genetically modified human cell therapies as the ‘presence of residual infectious viral vector particles in the finished product that could be released in the environment’ and the scope for ‘formation of a replication competent virus’. This guidance further outlines that if viral vectors are not involved in inducing genetic modification in human cells, then the risks to the environment are ‘negligible’ as there is no known pathology with which non-viral vectors are associated, and reduced manufacturing requirements under BSL-1 conditions should apply. Additionally, adeno-associated viral vectors (AAVs) are noted to have no known pathology associated and no hazardous insert present in the clinical vector. As such, the hazards linked with the release of the replication competent AAVs is regarded as ‘very low’.

This Practice Note Good practice in personal development and appraisals is intended for law firms. It discusses preparing and implementing a successful personal development and appraisal process. The essence of any performance management process is the relationship between employee and manager. Both should know what needs to be done to meet their own goals and contribute to those of the organisation as a whole. Why are appraisals important? An effective performance management process focuses on: • aligning your workforce with the strategic aims of the business • improving employee performance • supporting employee development and retention • driving better business results • recognising and celebrating good performance Good performance management helps everyone to understand: • what the firm is trying to achieve • their role in helping the firm achieve its goals • the skills and competencies that they need to fulfil their role • the standards of performance required • how they can develop their performance and contribute to the development of the firm • how they are doing • when there are

The report of the Pensions Law Review Committee chaired by Professor Sir Roy Goode and published in September 1993.

Goode: Consumer Credit Law and Practice This volume provides commentary on consumer credit in the UK including the impact of the transfer of consumer credit regulation to the Financial Conduct Authority (FCA) in April 2014 and the UK’s withdrawal from the EU. • Division I Commentary • Division II Consumer Credit Act • Division III Regulations under the Act • Division IV Financial Service Regulation