These clauses typically provide that the seller will receive an additional payment for the shares/assets it sells to the buyer under the SPA/APA if the buyer resells such sale shares/assets (or an exit event such as a listing of the target company’s shares occurs) within a certain period of time after completion of the original sale. These clauses are not common in UK M&A transactions and, where they are used, they are usually tailored to the specific circumstances of the deal.

Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form. Insert the following definitions in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: Additional Consideration means any additional consideration that may become payable under clause [3.2 OR [insert clause number]] and Schedule [9 OR [insert schedule number]]; Disposal means the disposal (other than to [a member of the Buyer’s Group OR [insert name/party description]]) of all or a substantial part of the business or assets of [the Company OR the Group] (whether a single transaction or a series of transactions); Independent Expert means a partner of at least 10 years’ standing at a leading UK firm of accountants (acting as an expert and not as an arbitrator) nominated by the parties concerned

Dispute Resolution analysis: This case concerns a claim by the Federal Government of Nigeria and the Attorney General of the Federal Government of Nigeria for the setting aside of a default judgment granted on 9 November 2018 in proceedings brought against them by the defendant (‘Dr Williams’) for c. USD$15m (plus costs) in Dr Williams’ favour, on the ground that the default judgment was obtained fraudulently. It is well established that an anti-enforcement injunction is available to the English Court, as an equitable remedy, to restrain a party from seeking to enforce a foreign judgment, even in respect of enforcement in other foreign countries. Relying on those principles, in what is believed to be the first case of its kind, an anti-enforcement injunction was granted by the Commercial Court to restrain Dr Williams from enforcing the judgment of an English court overseas (rather than the more common situation in which an anti-enforcement injunction is used to restrain the enforcement of a foreign judgment). Written by Natalie Todd, partner at Cooke, Young & Keidan and Andrew Woolsey, associate at Cooke, Young & Keidan.

This Practice Note looks at the use of anti-enforcement injunctions, also known as anti-enforcement orders. This form of injunctive relief is available at common law and prohibits the party who has obtained a judgment (or arbitral award) from enforcing it. Such injunctions are available, for example, where the party has acted in breach of either a covenant or fiduciary duty or violates principles of public policy. For illustrative decisions as to the court’s approach, see Practice Note: Anti-enforcement injunctions—illustrative decisions. Anti-enforcement injunctions are not available in relation to those EU court judgments which are subject to the transition provisions set out in the Withdrawal Agreement between the UK and the EU. For guidance, see: Anti-enforcement injunctions and EU court judgments below. What is an anti-enforcement injunction? An anti-enforcement injunction is an equitable remedy aimed at restraining a party from enforcing a foreign court order or judgment. However, in Federal Government of Nigeria v Williams (2025), the court could see ‘no principled reason why such an order should not be available’ to restrain enforcement of an English judgment.

This Tracker sets out decisions in which the courts have considered applications for anti-enforcement injunctions. For guidance on the underlying principles when seeking an anti-enforcement injunction, see Practice Note: Anti-enforcement injunctions. Anti-enforcement injunction granted The following judgments provide insight as to the approach of the court when granting an anti-enforcement injunction. Judgment and citation Decision Federal Government of Nigeria v Williams [2025] EWHC 2217 (Comm)For insight, see News Analysis: Anti-enforcement injunction to prevent enforcement of an English judgment overseas (Federal Government of Nigeria and another v Williams). The court granted an anti-enforcement injunction restraining Dr Williams from taking any steps to pursue, prosecute or progress his claim or seek relief in proceedings he commenced in the US to enforce a default judgment obtained in the English courts, in circumstances where the defendants to the default judgment asserted that the default judgment was obtained by Dr Williams’ fraud. This decision:—recognises that the court has jurisdiction to order an anti-enforcement injunction to restrain enforcement of an English judgment, a point on which the parties had not been able to

From 2011 HMRC attempted to impose additional limits on pensions tax relief on incomes over £130,000, known as ‘anti-forestalling’.

Anti-franking legislation banned the offset of statutory increases in GMP (for example between termination of contracted-out employment and state pensionable age) against other scheme benefits, instead of being added to a member’s total benefits.

The concept It used to be the case that contracted-out salary-related (COSR) schemes could revalue a deferred member's guaranteed minimum pension (GMP) without increasing the overall deferred pension. The pension in excess of the GMP was effectively reduced so that the overall deferred pension remained the same (ie the excess pension was used to provide the GMP revaluation). This is known as ‘franking’, and ‘anti-franking’ refers to the legislation which prohibits this. It provides for a minimum level of benefit (the ‘relevant aggregate’) to be provided to members and their spouses and civil partners at GMP age. The effect is that rather than reducing the pension in excess of the GMP, schemes must instead protect it, and increase a member’s total pension. The anti-franking legislation is contained in sections 87–92 of the Pension Schemes Act 1993 (PSA 1993) and applies where: • a member has any COSR employment between 6 April 1978 and 6 April 1997, and is therefore entitled to a GMP, and • either: ◦ he left contracted-out employment between 1 January 1985 and 5 April 2016, or

Environmental measures that can be imposed by the Environment Agency through a works notice in order to protect controlled waters.

1 Opening statement from senior management 1.1 [Name of organisation] is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain, and imposes the same high standards on its suppliers. 1.2 [Insert name] has overall responsibility for identifying, assessing and managing modern slavery risk and responding to modern slavery on behalf of [insert name of organisation]. They are supported and overseen by [insert details of senior level oversight mechanism]. 1.3 [Insert high-level statement from person in senior management regarding the organisation’s commitment to ensuring there is no slavery or trafficking within the organisation and its supply chain and the effectiveness of any actions taken and/or any further actions to be taken.] 2 Structure of the organisation, our business and supply chains 2.1 [Name of organisation] is a [insert description, eg global firm] in the [insert description of sector] sector. Our principal [products OR services] are [insert details]. 2.2 It [is [insert description of the position of the organisation, if appropriate, eg the parent company of the XYZ Group] and] employs [number] people [worldwide] with business operations in

1: Opening statement from senior management [Name of organisation] is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain, and imposes the same high standards on both itself and its supply chain. [Insert high-level statement from person in senior management regarding the organisation's commitment to ensuring there is no slavery or trafficking within its supply chain and the effectiveness of any actions taken and/or any further actions to be taken. For example: [Name of organisation] takes a zero tolerance approach to slavery and human trafficking and we expect our supply chains to take the same stance. We are committed to developing and maintaining effective systems and controls to ensure that we address the threat of modern slavery within our business and in all our business relationships, in particular in our supply chains. Through our involvement in [insert details], we also work alongside other organisations in the construction industry to promote good practice and increase the understanding and awareness of modern slavery and human

[Insert organisation name] is committed to preventing modern slavery and human trafficking occurring within our organisation and to tackling the risk of occurrence in our supply chain. This policy sets out measures we will take towards this and our expectations of our staff and third parties with whom we work. 1 What is slavery? 1.1 The Modern Slavery Act (MSA) 2015 covers four activities: Slavery Exercising powers of ownership over a person Servitude The obligation to provide services is imposed by the use of coercion Forced or compulsory labour Work or services are exacted from a person under the menace of any penalty and for which the person has not offered themselves voluntarily Human trafficking Arranging or facilitating the travel of another person with a view to their exploitation 1.2 This policy covers all four activities. 2 Identifying slavery 2.1 There is no typical victim and some victims do not understand they have been exploited and are entitled to help and support. 2.2 There may however be warning signs that could indicate someone may be a victim of modern slavery, human trafficking or other labour exploitation. A list of some of the key signs is attached