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PRACTICE NOTES
Under the Bribery Act 2010 (BA 2010) it is an offence to pay or receive a bribe. In addition, BA 2010 includes two offences designed to target commercial bribery: • an offence of bribing a foreign public official • a separate corporate offence of failure to prevent bribery The corporate offence can be committed by a commercial organisation where a bribe is paid by a person associated with it with the intention of obtaining or retaining business or business advantage for the organisation—see Practice Notes: The Bribery Act 2010—an introductory guide and Failure to prevent bribery—the offence. An organisation may also face criminal liability where the relevant offence is committed by a senior manager when acting within the actual or apparent scope of their authority. For further information, see subtopic: Corporate criminal liability—managing the risk. It is a defence to the corporate offence of failure to prevent bribery to have adequate procedures in place to prevent bribery. This Practice Note explains how organisations can put those procedures in place. Regulatory requirements These
PRACTICE NOTES
Below is a practical step-by-step ‘how to’ guide for a UK company to set up an enterprise management incentives (EMI) share option scheme and make its first EMI qualifying option grants under it. 1. Confirm EMI eligibility Firstly, it will be important to confirm that all of the statutory requirements which apply to EMI options, which appear under Schedule 5 Part 1 to Schedule 5 Part 5 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) can be satisfied. This will involve checking that: • the company qualifies to grant EMI options • the relevant shares over which the options will be granted qualify for EMI purposes, and • each proposed option holder qualifies to be granted EMI options, including satisfying the working time requirement 2. Decide whether to seek HMRC advance assurance Seeking advance assurance from HMRC that the company qualifies to grant EMI options is optional, but can be particularly helpful if there is any doubt over whether the company does qualify. 3.
PRACTICE NOTES
This How-to-guide provides practical guidance on how to establish an independent audit function to audit your organisation’s compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), as amended. It sets out the key responsibilities of and best practices for the independent audit. This How-to-guide reflects the requirements of the MLR 2017 as they apply to commercial organisations generally, and incorporates Legal Sector Affinity Group (LSAG) Anti-Money Laundering (AML) Guidance for the Legal Sector and key SRA findings, which are applicable to law firms, and may also be helpful and/or represent good practice for other organisations. Initial considerations Is it compulsory to have an independent audit function? There is no blanket requirement to establish an independent audit function. You are required to do so where: • your organisation is caught by the MLR 2017—see Practice Note: Money Laundering Regulations 2017—scope and application, or for law firms, Money Laundering Regulations 2017—scope and application—law firms • it is appropriate having regard
PRACTICE NOTES
Below is a practical step-by-step ‘how to’ guide for a UK company to set up an unapproved share option scheme and make its first unapproved share option grants under it. 1. Consider whether a tax-advantaged option scheme is available first Unapproved options are often used where a company or participant does not qualify for one of the tax-advantaged option schemes—being enterprise management incentives (EMI) schemes, company share option plans (CSOPs) and save as you earn (SAYE) share option schemes. It is therefore sensible at the outset to confirm whether such a scheme is available and appropriate before proceeding with an unapproved structure. For more information on selecting the right type of scheme, see Practice Note: The advantages and disadvantages of each share incentive arrangement, and for information on unapproved options specifically, see Practice Note: Unapproved share options. 2. Agree the commercial terms of the initial option grants Decide the main terms of the unapproved options before documents are prepared, for example: • who will
PRACTICE NOTES
This Practice Note gives a general overview of the key steps involved for potential claimants wishing to rely on a right to light to object to a neighbouring development. It covers the means by which a right to light might be established, how to show that the right will be infringed by the development, and how to take action to prevent the infringement or seek compensation. Determine if a right to light exists There is no natural right to light at common law; it must be obtained by grant or prescription. See Practice Note: Establishing and maintaining rights of light. Express grant Check deeds and documents, including leases, to establish whether a right to light has been granted expressly. For the registration requirements, see Practice Note: Checklist for the creation and registration of easements. Implied grant Consider whether the deeds imply the grant of a right to light, or whether this is achieved by the rule in Wheeldon v Burrows, or by section 62 of the Law of Property Act 1925. See
PRACTICE NOTES
This Practice Note explains, in practical terms, how to establish and evaluate source of funds and wealth under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended. It includes details and suggestions on the sort of documentation and information you might wish to obtain from clients, red flags to be aware of, and what to do if you have concerns. It provides guidance which is of general application, with specific guidance for firms supervised for anti-money laundering (AML) purposes by the SRA. If you are not a law firm and/or the SRA is not your AML supervisor, you should check whether additional or varied requirements apply for your sector and whether your regulatory body has any additional, sector specific requirements in relation to source of funds and wealth. There is no blanket requirement to establish the source of funds and source of wealth for every client and matter. The MLR 2017, as amended, does however, require
PRACTICE NOTES
What is this guidance for? This guidance is to help legal professionals evaluate environmental policies for regulatory compliance, risk management, and sustainability integration. It offers a systematic approach to determining if policies are consistent with legal duties, industry standards, and international environmental frameworks. The evaluation seeks to identify weaknesses, assure compliance with best practices, and reduce any legal risks related with environmental governance. The guidance focuses on reviewing environmental policies to determine their legal sufficiency, alignment with international agreements, and effectiveness in addressing key environmental concerns such as emissions reduction, resource management, and climate resilience. It is intended to support legal practitioners in ensuring that policies meet compliance requirements, corporate sustainability commitments, and stakeholder expectations. This guidance will assist legal practitioners, including environmental lawyers, corporate counsel, and compliance officers, who are responsible for reviewing, drafting, and advising on environmental policies. It serves as a practical tool to navigate the complex legal landscape of environmental regulations and sustainability obligations, that often provide the backdrop to an environmental policy. By providing a series of questions grouped into
PRACTICE NOTES
Introduction This guide is to consider the steps that a solicitor drafting a Will should take into account when faced with a testator who wishes to exclude a family member or dependant and there is a risk of a challenge. This considers the background to the testator’s decision, which should be noted on the file in as much detail as possible to explain the rationale behind the decision. It considers the statement that a solicitor should prepare either in the Will or refer to in the Will giving a clear indication that this potential beneficiary was considered and excluded by choice. Estates are increasingly being litigated and even a modest estate can be a life changing amount for many people. It may not be entirely possible to prevent a claim but certain steps can help mitigate claims and the risks associated. Relevant considerations Testators have freedom to dispose of their estates as they wish but subject to following requirements: • the requirements of the Wills Act 1837 • the test in Banks
PRACTICE NOTES
This Practice Note is a ‘how to’ guide on executing simple contracts which signposts relevant content. It includes a summary of the requirements for valid contract execution, including preliminary considerations, links to the execution formalities for different entities, other legal considerations, and practical points when executing a contract. Not all contracts are required to be in writing. However, some contracts are and it is usually preferable to execute a written contract in the interests of certainty, to address any issues raised by the parties during negotiating and to establish the terms of the agreement. For further general guidance on executing simple contracts with links to related content, see also Practice Note: Executing documents—deeds and simple contracts. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. We have Training Materials which provide an introduction to execution and cover
PRACTICE NOTES
This Practice Note is a ‘how to’ guide on executing deeds which signposts relevant content. It includes a summary of what a deed is, the requirements for the valid execution of a deed, links to the execution formalities for different entities, other legal considerations, and practical points when executing a deed. A deed is a specific form of written instrument required for certain transactions. Deeds must be executed in accordance with statutory and common law formalities that go beyond a simple signature in order for the document to be valid and enforceable. For further general guidance on executing deeds with links to related content, including detailed guidance on deeds, see also Practice Note: Executing documents—deeds and simple contracts. We have produced a collection that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution collection. We have Training Materials which provide an introduction to
PRACTICE NOTES
This Practice Note is a ‘how to’ guide on exercising a landlord redevelopment break option in a lease. It includes the relevant lease provisions to consider, when a break can be exercised, the form and service of a break notice and where the lease has security of tenure under the Landlord and Tenant Act 1954 (LTA 1954), the requirement to also serve a section 25 notice and oppose the grant of a new tenancy. The break clause A break clause (or option) allows a tenant or landlord (or in some cases both parties) to bring a lease to an end early, before the contractual expiry date. The break clause will set out the following details: • which party can exercise the break option • when the lease can be determined (the break date) • the period of notice which must be given • any pre-conditions (in addition to service of a break notice) which must be complied with in order for the lease to determine • any circumstances in which the break
PRACTICE NOTES
This Practice Note is a ‘how to’ guide on exercising a tenant break option in a lease. It includes the relevant lease provisions to consider, when a break can be exercised, the form and service of a break notice and other pre-conditions which may need to be complied with to determine the lease. It also includes steps to be taken after serving the notice. For detailed guidance on break notices, see Practice Notes: Break clauses and notices—exercising breaks and conditions precedent and Break clauses and notices—service. The break clause A break clause (or option) allows a tenant or landlord (or in some cases both parties) to bring a lease to an end early, before the contractual expiry date. The break clause will set out the following details: • which party can exercise the break option • when the lease can be determined (the break date) • the period of notice which must be given • any pre-conditions (in addition to service of a break notice) which must be complied with in order for the