This Checklist sets out the main issues for a manufacturer or wholesaler to consider when appointing a distributor. This Checklist considers preliminary and legal issues to be considered before appointing a distributor and commercial terms that manufacturers or wholesalers may wish to address when drafting and negotiating a distribution agreement. For further guidance, see also Practice Note: How to appoint a distributor. Preliminary Issue Consideration Is distribution the right channel to market?Consider the options: • agent • joint venture • direct sales • distributor Agency:• principal has contractual relationship, and closer business contact, with customer • principal can take advantage of the agent's expertise and contacts in the territory • may give rise to a taxable presence for the principal in the territory • if a commercial agent under the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053, then the agent will have special rights (particularly with reference to notice of termination and payment on termination) that under UK law cannot be excluded by contract Joint venture:• manufacturer has contractual relationship,

This Practice Note deals with the requirements under the Mental Capacity Act 2005 (MCA 2005), and the provisions of the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, Pt 15, together with the supporting Practice Direction FPR 2010, PD 15A, as to the appointment of a litigation friend in relation to a protected party in family proceedings. It also details who may be a litigation friend and their duties, the procedure for appointing a litigation friend and when the appointment of a litigation friend may be ended. For practical guidance on issues of capacity and how it may be assessed, see Practice Note: Capacity to litigate—family proceedings. In relation to the appointment of the Official Solicitor as a litigation friend, see Practice Note: The Official Solicitor—family proceedings. Who may be a litigation friend? Unless the court has already appointed a person to be a litigation friend, a person with authority as a deputy to conduct proceedings in the name of a protected party, or on that party’s behalf, is entitled to be the litigation friend

A member’s right to appoint a proxy is governed by the Companies Act 2006 (CA 2006). In addition to the statutory provisions, companies are entitled to confer more extensive rights in relation to the appointment of proxies in their articles of association. A traded company has to comply with additional requirements in the CA 2006 in relation to the appointment of proxies. This Practice Note also summarises those additional requirements. For examples of different types of proxy form, see Precedents: • Short-form proxy form for the general meeting of a private company or unlisted public company • Long-form proxy form for a general meeting of a private company or unlisted public company • Proxy form for a general meeting of a listed company This Practice Note does not cover voting by proxy. See Practice Note: Voting by proxy. For information on the appointment of a corporate representative as an alternative to a proxy see Practice Note: How to appoint one or more corporate representatives. Holding hybrid general meetings and AGMs Since the coronavirus (COVID-19) pandemic, more companies

This Practice Note considers the appointment of replacement arbitrators under the Arbitration Act 1996 (AA 1996) and pursuant to certain arbitration rules. In the event that an arbitrator ceases to hold office—giving rise to what is sometimes referred to as a 'casual vacancy'—a replacement arbitrator may or will need to be appointed. For guidance on the circumstances in which an arbitrator may cease to hold office, see Practice Note: Tribunal—resignation, revocation or death of an arbitrator. For guidance on removing an arbitrator under AA 1996, s 24, see Practice Note: AA 1996—applying to remove an arbitrator (s 24). Replacing an arbitrator under the AA 1996 Parties agree a replacement The parties can agree: • whether, and if so how, a vacancy on the tribunal should be filled • whether, and to what extent, the previous proceedings should stand (note: this only applies until the tribunal has been reconstituted) • the effect of the arbitrator ceasing to hold office has on any appointment with which they have been involved (AA 1996, s 27(1)) In an ad hoc arbitration

This Checklist sets out the issues for a principal to consider when appointing a sales and marketing agent to sell and/or market goods or services. It considers preliminary issues, commercial issues, and legal issues that principals may wish to address when drafting and negotiating a sales and marketing agency agreement. It covers commercial agents under the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053 and the appointment of agents that are not commercial agents. For further guidance on appointing a sales and marketing agency, see Practice Note: How to appoint a sales and marketing agent. Preliminary issues Issue Consideration Consider which is the best channel to market for the principal’s products:• agency • distribution • franchise • direct sales Agency:• principal has contractual relationship, and closer business contact, with customer • principal is able to take advantage of the agent's expertise and contacts in the territory • may give rise to taxable presence for principal in the relevant territory • if a commercial agent, the agent will have special rights under

An authority, usually an arbitral institution or organisation (or employee/officer thereof), chosen by the parties and/or under the applicable arbitration rules to appoint an arbitrator(s). The authority may also be called upon to determine any challenges to arbitrators.

In the course of running an occupational pension scheme, scheme trustees may choose to appoint an investment consultant and/or a fiduciary manager. Unlike ‘fund managers’, investment consultants and fiduciary managers are not treated as ‘professional advisers’ under pensions legislation. For further information on requirements relating to the appointment of professional advisers, see Practice Note: Appointing pension professional advisers and other service providers. Development of regulatory framework Following a reference from the Financial Conduct Authority (FCA), the Competition and Markets Authority (CMA) carried out an investigation into investment consultancy services (IC services) and fiduciary management services (FM services) to pension schemes, publishing its final report on 12 December 2018. It found that there was a low level of engagement by trustees, a lack of clear and comparable information to assess value for money, with customers being steered by investment consultants towards their own higher-cost FM services, giving them an incumbency advantage. Subsequently, on 10 June 2019, the CMA published the Investment Consultancy and Fiduciary Management Market Investigation Order 2019

Do the requirements for appointing member-nominated trustees (MNTs) or member-nominated directors (MNDs) apply? • Check whether the scheme is a trust-based occupational pension scheme. • Check whether the scheme is exempt. If it is, record process by which that conclusion was reached. Which of the requirements apply: member-nominated trustees (MNTs) or member-nominated directors (MNDs)? • Check whether the trustees are individuals, corporate trustees or both. • If the trustees are individuals or a mixture of individuals and corporate trustees, the MNT requirements apply. • If the trustee is a sole corporate trustee or the trustees are all corporate trustees, the MND requirements apply. • Where a company is trustee of more than one scheme to which the MND requirements apply, decide whether the requirements apply to it separately for each scheme, as if the schemes were a single scheme or a mixture of both. The requirements • Ensure at least one-third of the trustees are MNTs or one-third of the directors are MNDs (as appropriate). If the scheme rules require more than one-third,

THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL PENSION SCHEMES Considerations when appointing scheme advisers and service providers Running a pension scheme can, at times, be a demanding and complex task for trustees. There is much legislation and regulation to understand and abide by, decisions to make and formalities to complete. As a result, many pension scheme trustees formally appoint a panel of professionals to assist them to run the pension scheme correctly and in accordance with all applicable laws and regulations. Legislation provides for the appointment of certain advisers known as ‘professional advisers’. These professional advisers, which are explored below, include: • the scheme auditor • the scheme actuary • the fund manager • the custodian • the legal adviser In fact, under section 47 of the Pensions Act 1995 (PA 1995), schemes are legally obliged to appoint an auditor and, where defined benefits or collective money purchase benefits are provided, an actuary. Pension schemes may also appoint other service providers to help them run the scheme, such as scheme administrators, investment consultants

THIS PRACTICE NOTE APPLIES TO REGISTERED OCCUPATIONAL PENSION SCHEMES In view of the complexity of modern-day pensions law and administration, it is unsurprising that trustees of occupational pension schemes generally appoint professional advisers to assist them when carrying out their duties. Furthermore, the trustees of most registered schemes are legally obliged to appoint certain professional advisers, although some schemes are exempt from such obligations, depending on the nature of the relevant pension scheme. For more information, see Appointing pension professional advisers and other service providers. Types of professional advisers Professional advisers often found acting in relation to (defined benefit) occupational pension schemes include: • scheme auditor • scheme actuary • fund manager • custodian of assets • legal adviser Strictly speaking, there is no statutory requirement that trustees of registered pension schemes appoint legal advisers; however, if any person is appointed (other than by the trustees) as a legal adviser in relation to the scheme, and the trustees place reliance in the skill or judgement of that person, the trustees

Produced in association with 4 Pump Court This Practice Note looks at the issues that a referring party will need to consider when seeking the appointment of an adjudicator, such as the timetable, whether an adjudicator is specified or appointed by an adjudicator nominating body (ANB), requirements for a particular adjudicator, and restrictions on or attempts to exclude certain persons from adjudicating the dispute. Finally, guidance for corresponding with the adjudicator is provided. In relation to an adjudicator’s ability to resign and/or for a referring party to terminate their appointment, see Practice Notes: Resignation by the adjudicator and Abandoning or ending an adjudication early. Introduction Once the Notice of Adjudication has been served, the referring party will need to seek the appointment of an adjudicator in a timely manner. This is because the adjudicator must be appointed and the Referral Notice served on them within seven days after the Notice of Adjudication (where the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) applies). Where the HGCRA 1996 does not apply, a different period may be specified in the

The agreement entered into between a consultant and employer specifying the services to be performed by the consultant and the legal rights and obligations of both parties. A consultant may be appointed by deed, contracts under hand or by letter. A consultant’s appointment may be based on an industry standard form of appointment or be a bespoke document.