The exercise of squeeze-out rights by an offeror is dealt with in sections 974–991 of the Companies Act 2006 (CA 2006). Squeeze-out rights are exercisable by an offeror when through acceptances of a takeover offer, or purchases of offeree shares during a takeover period for a consideration not exceeding that available under the offer, the offeror has acquired or contracted to acquire not less than: • 90% in value of the shares to which the offer relates, whether the offer is for all the offeree shares or a particular class of such shares, and • if such shares

The Companies Act 2006 (CA 2006) contains provisions enabling an offeror, following a takeover offer, to compulsorily purchase the shares of non-assenting shareholders. These statutory provisions apply to both public and private UK companies wherever there is a 'takeover offer' as defined by CA 2006. Requirement for a ‘takeover offer’ Squeeze-out rights may be exercised only if a takeover offer has been made which, in this context, is an offer to acquire: • all the shares in an offeree or, where the shares are divided into classes, all the shares in at least one class, in each case other than any shares held by the offeror at the date the offer is made (CA 2006, ss 974(2), 975) • on terms which are the same

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

There are sector specific rules in relation to state aid and broadcasting. We refer you to Commentary: Public Service Broadcasting and State Aid: Butterworths Competition Law Service [2331]. In order for there to be state aid under Article 107 TFEU: (i) there must be an intervention by the state or by means of state resources; (ii) the intervention must be liable to affect trade between Member States; (iii) it must confer an advantage on the beneficiary; (iv) it must distort or threaten to distort competition. Broadcasters with a public service mandate are typically funded out of a state budget or through levies on citizens that own broadcasting equipment (eg the TV licence in the UK). This public funding is generally considered to distort the internal market as

Statutory redundancy pay A statutory redundancy payment is calculated by reference to a week’s pay, calculated in the usual way, subject to the statutory cap which, as at May 2017, is £489 per week. For further information, see our Practice Note: Entitlement to statutory redundancy payment, in particular the main section dealing with Entitlement to statutory redundancy payment—How the payment is calculated. The method of calculating a week's pay for these purposes is set out in detail in sections 220–229 of the Employment Rights Act 1996 (ERA 1996) and depends upon the type of hours the individual works and the pay structure that applies to them. The statute envisages six basic situations: • employees with fixed working hours who are paid a flat rate for each hour worked • employees with fixed working hours who are paid variable amounts for hours worked • rota workers • employees without regular hours • employees

The establishment of supplementary unregistered designs The unregistered Community design (UCD) right is an automatic right for designs disclosed in the EU, giving the owner the right to prevent copying. It protects whole or part of a product and the protected design may arise from the product’s lines, contours, colours, shape, texture, material or ornamentation, subject to the design being novel and possessing individual character. When the UK left the EU, there was a potential hole or loss of rights, because the UK unregistered ‘design right’ only protects the shape and configuration of a product (or its parts). For more information about the similarities and differences between the rights, see Practice Note: Comparison tables for design protection available in the UK. The UK government therefore introduced the ‘continuing unregistered design’ (which is outside the scope of this Q&A) and the ‘supplementary unregistered design’ (SUD). The Designs and International Trade Marks (Amendment etc)

Where a child is being adopted from overseas, the Paternity and Adoption Leave (Adoption from Overseas) Regulations 2003 (PAL (Adoption from Overseas) Regs 2003), SI 2003/921 apply the Paternity and Adoption Leave Regulations 2002 (PAL Regs 2002), SI 2002/2788 with certain modifications (PAL (Adoption from Overseas) Regs 2003, SI 2003/921, reg 3). The Lexis+® version of the PAL (Adoption from Overseas) Regs 2003, SI 2003/921 reflects the amendments made by the Paternity Leave (Amendment) Regs 2024, SI 2024/329, reg 5, Pt 3, which apply where the adopter’s child is expected

See the model electronic bill of costs, Precedent S and specifically sheet 15, entitled ‘ReferenceTable—Phase Task’ which essentially answers this question. It sets out the different costs

Under section 26 of the Caravan Sites and Control of Development Act 1960 (CSCDA 1960), a duly authorised officer has a right of entry after giving the occupier 24 hours’ notice, but if the occupier refuses entry or is not there, they do not have a right to force their way in unless they obtain a warrant from the magistrate's court, in which case, they can use reasonable force. Unless the occupier is absent, notice of the intention to apply for a warrant should be given to the occupier. The right of entry is protected by criminal sanctions as the CSCDA 1960 states that it is an offence to obstruct an officer entering

The amendments to sections 402 to 404 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) (introduced through Finance (No 2) Act 2017), which became effective from 6 April 2018, have fundamentally changed the tax treatment of payments in lieu of notice (PILONs). In broad terms, the effect of the amendments is that all PILONs, whether paid pursuant to an (implied or express) contractual PILON provision or not, are fully taxable and subject to both employee and employer National Insurance contributions (NICs). The previous distinction between PILONs which were paid pursuant to an (express or implied) contractual PILON provision (which were treated as fully taxable) and those which were not paid pursuant to a contractual PILON provision (which were capable of benefiting from the £30,000 exemption and which were entirely free from NICs) no longer applies. See generally, Practice Note: Taxation of

We have addressed the relevant FCA amendments to retained EU legislation in our series of Brexit Quick Guides across a number of financial services topic areas including Market Abuse Regulation (EU) 2016/959. For example, see Practice Note: Impact of Brexit: Market Abuse Regulation—quick guide, in particular section: Binding Technical Standards—market abuse, which sets out that the Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019 (FCA 2019/45) amended various EU technical standards for MAR which are further detailed in the Practice Note. We also detail any technical standards that have been revoked as a result of the exit instrument. Throughout our Practice Notes, we provide links to the original sources from the FCA or other EU legislative bodies where relevant. We have created

In general terms, where a party by Will leaves property, money or other devises or bequests (the former being a gift of real property, and the latter of personal property, now commonly referred to together as legacies), provided that there is certainty as to what is being left and to whom, such legacies are absolute. However, it is possible for a testator to impose a condition requiring the proposed recipient to do or not do something as a condition of receiving the gift. Such conditional gifts require clear language making clear that the gift is conditional, which will be a matter of interpretation if there is any