Commercial analysis: In MS Amlin Marine NV (on behalf of MS Amlin Syndicate AML/2001) v King Trader Ltd & others, the Court of Appeal dismissed the owner’s and P&I club’s appeal and upheld the Commercial Court’s declarations that a ‘pay first’ clause in a charterers’ liability policy defeated a direct claim under the Third Parties (Rights against Insurers) Act 2010 TP(RAI)A 2010. The court (Vos MR, Lord Justice Singh and Lord Justice Males) rejected arguments that the clause conflicted with the insuring clause, that it was ‘onerous’ and insufficiently signposted under the so‑called ‘red hand’ rule, and that it was not incorporated. It reframed the red hand rule as the ‘onerous clause doctrine’, emphasising a high threshold before commercial standard‑form terms will require special notification—particularly where the insured has specialist brokers. For practitioners, the case gives clear guidance on: (i) reconciling alleged inconsistencies, (ii) when hierarchy clauses bite, and (iii) how and when the onerous clause doctrine applies in negotiated commercial insurance. Written by Tom Bell, barrister at Gatehouse Chambers.

Limitation periods are defined time limits within which a claim must be brought. If a claim is brought after the relevant limitation period has expired, a defendant can raise a limitation defence and the court may strike out the claim as being time-barred. For reading on the limitation periods that are applicable to insolvency claims, see Practice Note: Limitation periods applicable to insolvency claims. This Practice Note discusses sections 21 and 32 of the Limitation Act 1980 (LA 1980). Trustees and fraud The LA 1980 provides two categories of claim relevant to insolvency that have no limitation period: • LA 1980, s 21(1)(a): claims by a beneficiary involving fraud or fraudulent breach of trust in which the trustee was directly involved or complicit, and • LA 1980, s 21(1)(b): claims by a beneficiary to recover trust property (or its proceeds) from a trustee who is either in possession of the property or who has received and converted it

LR prescribed lease clauses Coronavirus (COVID-19): the coronavirus pandemic has caused the UK to expedite new insolvency provisions, both of a temporary and permanent nature. For news and guidance as to the implications from a property perspective see: Coronavirus (COVID-19)—implications for property — Property Insolvency. LR3. Parties to this Lease Landlord   [insert landlord’s name, address and registered number] [(in [administrative receivership] [and also in] [liquidation OR administration])] 1 [insert name of landlord] [(in [administrative receivership] [and also in] [liquidation OR administration])] of [insert address] [incorporated in England and Wales with company registration number [insert company registration number]] (Landlord) acting by [any one of] [ insert one of the following: ] [ Lease by receivers: the [joint] [receiver[s] of the Property], [insert name of [first] receiver]

Coronavirus (COVID-19): the coronavirus pandemic has caused the UK to expedite new insolvency provisions, both of a temporary and permanent nature. For news and guidance as to the implications from a property perspective see: Coronavirus (COVID-19)—implications for property — Property Insolvency. 1 [insert name of relevant party] [(in [administrative receivership [and also in] ] [liquidation OR administration])] of [insert address] [incorporated in England and Wales with company registration number [insert company registration number]] ([insert party definition eg ‘Seller’’]) acting by [any one of] [ insert one of the following: ] [ [If a receiver:] the [joint] [receiver[s] of the Property], [insert name of [first] receiver] of [insert address] [and [insert name of second receiver] of [insert address]] ([Receiver OR Receivers]) OR [If

Where a defined benefit scheme is in deficit, subject to certain conditions, that deficit becomes a debt payable by the employer to the trustees under Pensions Act 1995, s 75 where an insolvency event occurs.

The conventions/regulations The insolvency exception appears in various conventions/regulations, including: • Lugano convention—the convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, between the European Community and the Republic of Iceland, the Kingdom of Norway, the Swiss Confederation and the Kingdom of Denmark, signed on behalf of the European Community on 30 October 2007 (the Lugano Convention), which governs disputes involving Switzerland, Norway or Iceland. For further information on this convention, see Practice Notes: Tracker—Lugano Convention 2007 [Archived] and Lugano Convention 2007—general provisions in relation to jurisdiction • Hague convention—the Hague Convention on Choice of Court Agreements (the Hague Convention) (in force from 1 October 2015 onwards) The insolvency exception In cross-border insolvencies, in order to determine which court has jurisdiction, it will often be important to determine which cross-border convention or regulation applies to govern the dispute and whether the various conventions/regulations are intended to dovetail, or whether some cases will fall between two stools. Many cross-border

The conventions/regulations The insolvency exception appears in various conventions/regulations, including: • Lugano Convention: the convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, between the European Community and the Republic of Iceland, the Kingdom of Norway, the Swiss Confederation and the Kingdom of Denmark, signed on behalf of the European Community on 30 October 2007 (the Lugano Convention), which governs disputes involving Switzerland, Norway or Iceland. Although the UK applied to join the Lugano Convention in its own right post-Brexit, the EU has refused this accession. The Lugano Convention still remains in force between the contracting parties. For further information on this convention, see Practice Notes: Tracker—Lugano Convention 2007 [Archived] and Lugano Convention 2007—general provisions in relation to jurisdiction • Hague Convention: the Hague Convention on Choice of Court Agreements (the Hague Convention) (in force from 1 October 2015 onwards). Historically, the UK was a party to the Hague Convention by virtue of its membership of the EU. On 28 September

Distributions made, and dividends paid, by a company are governed by Part 23 of the Companies Act 2006 (CA 2006). For detailed consideration of the law on distributions and dividends, see Practice Notes: Distributions and Dividends—the legal framework. What is a distribution? Distribution is given a very wide definition for the purpose of CA 2006, Pt 23. A distribution is every description of distribution of a company’s assets to its shareholders, whether in cash or otherwise, except: • an issue of bonus shares (whether fully paid or partly paid), and • certain: ◦ reductions of share capital ◦ redemptions of shares ◦ share buybacks, and ◦ distributions of assets to members on the winding up of a company A distribution of non-cash assets is often known as a distribution in kind or distribution in specie. What is a dividend? A dividend is a type of distribution made by a company to its shareholders. The ordinary meaning of 'dividend' is a share of profits, whether

Construction analysis: The historic causes of insolvency, the lessons to be learnt from recent case studies and the wider implications for key players in the industry, are here considered by Theresa Mohammed (partner) and William Stewart (trainee) at Watson, Farley & Williams.

This Practice Note summarises the insolvency regime introduced by the Technical and Further Education Act 2017 (TAFEA 2017), the Further Education Bodies (Insolvency) Regulations 2019 (FEBR 2019), SI 2019/138 and the Education Administration Rules 2018 (EAR 2018), SI 2018/1135 which came into force on 31 January 2019. TAFEA 2017 sets out the framework of an insolvency regime which applies to further education and sixth form colleges in England and Wales. It also introduces a special administration regime which is aimed at protecting the interests of learners at an insolvent college. Background The Further and Higher Education Act 1992 (FHEA 1992) introduced a new further education sector providing for full time education for 16–18 year olds as well as a new form of corporate legal entity known as a ‘further education corporation’. According to the Association of Colleges, over 95% of colleges in the sector are either a further education corporation or a sixth form college corporation established under FHEA 1992. The

What is the Local Government Pension Scheme? The main pension scheme for local authorities is the Local Government Pension Scheme (LGPS). The LGPS is a statutory, public service pension scheme for local government and related employees in England and Wales. There are separate schemes in Scotland and Northern Ireland. For more detail on these generally see: Local government pensions—overview. Participation in the LGPS as an admission body, a scheduled body or designated body comes with a number of significant obligations and risks. For further information on the categories of employers that participate in the LGPS see Practice Note: The Local Government Pension Scheme—admission agreements. One of the biggest obligations will be the funding of benefits in the LGPS, which is generally well known and anticipated by employers participating in the fund. One of the lesser known risks, however, is what happens on the failure of certain types of LGPS employer due to insolvency or other employer restructuring. This has received a great deal of attention

The life sciences industry is made up of a diverse range of players and interested parties from small biotech companies spun out of university teams focused on one invention through to huge, multinational ‘Big Pharma’ companies commercialising their blockbuster drugs. Within that spectrum of players you will also find, among others, contract research organisations, contract manufacturing organisations, specialist logistics and distribution suppliers and wholesale and retail pharmacies and increasingly technology and AI companies. There are a huge number of businesses involved in the life cycle of a pharmaceutical product—a life cycle that can be fraught with challenges and risks. It is estimated to take between 12 and 15 years to bring a medicinal product to market with a high risk of failure along the way; only a tiny proportion of products that enter pre-clinical testing will obtain regulatory approval for use in humans. In addition to the incredibly high costs of bringing a product to market, the sector continues to be challenged by increasing pricing pressures from the ‘payers’ in the industry to