Rather than being a passive participant in any potential offer process, an offeree may actively search for suitable offerors by putting itself up for sale publicly, by embarking on a formal sale process. One advantage of doing this is that, potentially, an offeree may have several offerors to choose from and where more than one possible offeror steps forward this may lead to a battle to acquire the offeree and result in higher/more competitive offers being made. Another advantage is that the offeree has greater control over the process. The concept of a formal sale process was introduced in the City Code on Takeovers and Mergers (Code) in September 2011 as a sell-side mechanism available to offerees with the prior consent of the Panel. To commence a formal sale process, an offeree should announce that it is seeking one or more offerors for the offeree by way of formal sale process before any offeror has announced a firm intention to make an offer under Rule 2.7. The announcement will commence

What is a claim for loss and expense? Under a construction contract, a contractor will usually be entitled to claim loss and expense where it suffers delay or disruption to the progress of the works, due either to matters within the employer's control or to breaches of contract by the employer. Claims for loss and expense are commonly brought under various different headings (see Practice Notes: Loss and expense and Loss and expense claims—practical tips), two of which will usually be a contractor's claim for overheads (also known as prolongation costs) and for loss of profit. On what basis can a claim be brought? Contractors often believe that an entitlement to claim overheads and loss of profit (as well as other heads of loss and expense) automatically follows from an entitlement to an extension of time. This is not usually the case and each claim must be addressed separately, in accordance with the particular terms of the contract. Depending

ARCHIVED: This Practice Note has been archived and is not maintained. The way in which individuals are taxed on distributions was substantially changed in Finance Act 2016. This Practice Note explains the rules that apply to distributions made prior to 6 April 2016 by UK resident companies to UK resident and domiciled individuals. For details of the tax treatment of distributions made prior to 6 April 2016 by non-UK resident companies, see Practice Note: How are individuals taxed on distributions received from non-UK resident companies prior to 6 April 2016? [Archived] and for information on the tax treatment of distributions made on or after 6 April 2016, see Practice Note: How are individuals taxed on distributions received from companies? An individual who is subject to UK income tax receiving a distribution from a UK resident company will, subject to certain exclusions, be: • subject to income tax on that distribution at the special dividend rates of tax: 10%, 32.5% and 37.5%, and

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather than an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or

ARCHIVED: This Practice Note has been archived and is not maintained. The way in which individuals are taxed on distributions was substantially changed in Finance Act 2016. This Practice Note explains the rules that apply to distributions made prior to 6 April 2016 by non-UK resident companies to UK resident and domiciled individuals. For details of the tax treatment of distributions made prior to 6 April 2016 by UK resident companies, see Practice Note: How are individuals taxed on distributions received from UK resident companies prior to 6 April 2016? [Archived] and for information on the tax treatment of distributions made on or after 6 April 2016, see Practice Note: How are individuals taxed on distributions received from companies? An individual who is subject to UK income tax in receipt of a distribution of an income nature from a non-UK resident company will, subject to certain exclusions, be: • subject to income tax on that distribution at the special dividend rates of tax: 10%,

Section 845 of the Companies Act 2006 (CA 2006) provides that where a company makes a distribution in kind, the amount of the distribution (or the relevant part of it) is taken to be: • in a case where the amount or value of the consideration for the disposition is not less than the book value

A complex array of requirements and guidelines developed at both EU and EU Member State levels govern the development, authorisation, production, marketing, advertising, sale and distribution of medicinal products and their raw ingredients in the EU. See Practice Note: An introduction to the regulation of medicinal products. The Community code relating to medicinal products for human use—Directive 2001/83/EC Directive 2001/83/EC (the Pharmaceutical Code) is the key piece of EU legislation in regulating medicinal products and is implemented into UK law through the Human Medicines Regulations 2012, SI 2012/1916 (HMRs). The Pharmaceutical Code dictates that all medicines offered for sale in the EU must have prior authorisation from either a national authority or the European Medicines Agency before being placed on the EU market. Once that authorisation has been granted, a medicinal product is free to circulate on the EU market. The Pharmaceutical Code applies to medicinal products which are defined as: • ‘any substance or combination of substances presented as having properties for treating or preventing disease in human beings, or • any

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather than an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect

The Welfare Reform and Work Act 2016 The Welfare Reform and Work Act 2016 (WRWA 2016) requires private registered providers to secure that tenants in social housing in England pay at least 1% less in rent with each passing year. This requirement to keep reducing rent only applies for a limited period: for the four years from April 2016. The Secretary of State has the power to issue a direction which exempts a private registered provider from WRWA 2016, s 23 if the regulator considers that the provider’s financial viability would be jeopardised by complying with it or if the provider’s circumstance otherwise meet certain conditions which are specified by the Secretary of State in regulations. WRWA 2016, Sch 2 makes provision about the maximum rent which can be charged by a private registered provider. WRWA 2016, Sch 2 Pt 1 fixes the maximum rent according to various formulae depending on various factors such as when the tenancy began and when the accommodation

Rent Act 1977 tenancies granted by private registered providers The Rent Act 1977 (RA 1977) imposes a regime on landlords which makes provision for a fair rent to be determined in respect of a tenancy and for the landlord to be limited to charging no more than that determined fair rent. Prior to 15 January 1989 (when the Housing Act 1988 (HA 1988) came into force), the fair rent regime applied to private sector tenancies as well as housing association tenancies (this Q&A shall use the term ‘housing association tenancies’ since that is the language used by HA 1988). By virtue of the coming into force of HA 1988, the fair rent regime does not apply to private sector or housing association tenancies granted on or after 15 January 1989. However, for those tenancies which were granted before that date and which are still in existence, the fair rent regime continues to apply. The fair rent regime for housing association tenancies HA

The taxation of termination payments underwent a substantial reform earlier this year, with changes to the legislative provisions taking effect from 6 April 2018. As a result, from 6 April 2018, the tax (and National Insurance contributions (NICs)) treatment of payments made to employees on the termination of employment was significantly amended and simplified and, in particular, the £30,000 exemption for certain termination payments no longer applies to payments in lieu of notice. Depending upon the circumstances, termination payments may be taxable in full, in part or, in limited circumstances, may be fully exempt. The first question,

The term ‘ground rent’ is generally used to refer to a low or nominal rent that is paid under a long lease which has been granted at a premium. From 30 June 2022, the Leasehold Reform (Ground Rent) Act 2022 (LR(GR)A 2022) restricts the level of ground rent that a landlord of an individual dwelling can lawfully charge its tenant under a ‘regulated lease’ (as defined by LR(GR)A 2022, s 1) (Regulated Lease). In a Regulated Lease, ground rent is deemed to be capped at the specified lawful ‘permitted rent’ (whether or not the lease purports to reserve a higher rent). In most Regulated Leases, the lawful ‘permitted rent’ is the annual ground rent of one peppercorn. However, there are special provisions for qualifying shared ownership leases. A shared ownership leaseholder may take an initial share of the property