A shareholder's agreement is a contract regulating the relationship between shareholders. It will often be the case that such an agreement will contain provisions regarding the transfer of shares by existing shareholders. In many shareholders agreements the existing shareholders will have a right of pre-emption, meaning that the shares must first be offered to the existing shareholders who have a right of first refusal on their purchase. This protects the existing shareholders from having a new shareholder imposed upon them by the sale of shares. Further, there may be provision in the shareholder agreement for the compulsory transfer of shares to existing shareholders, for value, for example

We have assumed that W has an immediate post-death interest in the property. Broadly, it should be possible for the trustees to engage in the transaction, but it depends on all the circumstances, in particular, the terms of the trust. However, the trustees should also consider the following issues: • unless expressly permitted by the terms of the trust, trustees may not profit from their position as trustees. See Practice Notes: Trustees—self-dealing, unauthorised profits and conflicts of interest and Trustees—duties • the trustees cannot contract with themselves: this is known as the ‘two-party rule’. A

For the purposes of this Q&A, we have assumed that the pension scheme is a trust-based scheme and a registered pension scheme for the purposes of Chapter 2 of Part 4 of the Finance Act 2004. Note we have confined this Q&A to inheritance tax (IHT) and have not considered any other UK tax implications. Trust-based pension scheme If the pension scheme is trust-based, section 81 of the Inheritance Tax Act 1984 (IHTA 1984) will be relevant. IHTA 1984, s 81(1) provides that: ‘Where property which ceases to be comprised in one settlement becomes comprised in another then, unless in the meantime any

In conducting our research we have focussed on the applicability of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) only. Additional consumer rights may be available under other legislation. For more information, see: Trading with consumers—overview. Crucial to the analysis of the applicability of the CCR 2013 (and, further, the cancellation rights provided under them) are both the: • nature of the agreement • identity of the contracting parties Scope of the CCR 2013 As noted in Practice Note: Distance, doorstep and on-premises sales, the aim of the CCR 2013, which implement Directive 2011/83/EU, the Consumer Rights Directive, as amended by the Consumer Contracts (Amendment) Regulations 2015, SI 2015/1629, is to ensure that consumers negotiating off-premises agreements for goods, services or digital content are in a similar position to those consumers who make purchases at retail premises. Relevant issues to consider include: the definitions of ‘consumer’

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note was originally written for Lexis Practice Advisor®, in the US. This Practice Note discusses common agreements in the music industry and drafting considerations for such agreements, including music licenses (such as mechanical licenses, master use licenses, synch licenses, and public performance licenses), work-for-hire agreements, exclusive recording contracts and 360 agreements, online distribution agreements, and live performance contracts, as well as a basic understanding of the sale of music catalogs as well as non-fungible tokens and artificial intelligence (AI) issues. This Practice Note also discusses relevant copyright considerations, including termination rights and laws that govern music licensing (such as the Music Modernization Act or MMA). Copyright considerations and registration To understand the various types of music licenses discussed in this Practice Note, it is first necessary to have a basic understanding of copyright law, including: • the exclusive rights of a copyright owner • how long those rights last (copyright duration) • the importance of copyright registration • relevant defenses to infringement

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the Civil Procedure Rule Committee’s minutes of 2 February 2024 and the Court of Appeal decision in Privinvest Shipbuilding SAL (Holding) v Nyusi (service out of jurisdiction); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

This Practice Note considers the cross-border service and claims involving digital assets such as cryptocurrency or non-fungible tokens (NFTs). The law and procedure dealing with disputes involving digital assets is relatively new and constantly evolving. When considering issues of service, the area is the subject of a Law Commission consultation as well as emerging, and sometimes conflicting, authorities. It is therefore important to have an understanding of the current position when seeking to serve a claim form in proceedings involving digital assets. What are digital assets? There is no specific definition for a ‘digital asset’. However, The Property (Digital Assets etc) Act 2025, which came into force on 2 December 2025, provides that an asset which is digital or electronic in nature can be property: ‘A thing (including a thing that is digital or electronic in nature) is not prevented from being the object of personal property rights merely because it is neither— (a) a thing in possession, nor (b) a thing in action.’ A key difficulty in cross-border disputes has

A proprietary estoppel action can found a cause of action and is used where a party (B) seeks to assert a proprietary right to land belonging to another party (A) in circumstances where B has been lead to believe, by a promise, words or conduct and/or by acquiescence from A, that they (B) have or can expect to acquire an interest in the land. Detriment and countervailing benefit Regarding the issue of detriment and countervailing benefit, in the case of Rawlings v Chapman, HHJ David Cooke in summarising the law on proprietary estoppel stated that: ‘In considering what detriment the claimant has suffered, the court must take into account any countervailing benefits that she has received, such as residing in the owner’s

This Agreement is made on [insert date] Parties Check that the parties named in the contract are correct. If there is more than one company in a corporate group, check that the company entering into the contract is the appropriate group entity. Parties 1 [insert name of party] [of [insert details] OR a company incorporated under the laws of Ireland with registered number [insert registered number] whose registered office is at] [insert address] (’Party A’); 2 [insert name of party][ of [insert details] OR a company incorporated under the laws of Ireland with registered number [insert registered number] whose registered office is at] [insert address] (‘Party B’); and each of Party A and Party B being a ‘party’ and together they are the ‘parties’. Background This section (which is also known as the ‘recitals’) should be used to briefly summarise the agreement and explain relevant background information. It should not contain substantive or operative provisions, and should be clear as to whether or not it is intended to be legally binding. Setting out the background is not essential but may be useful as an introduction to the

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

This Checklist outlines key provisions and issues for consideration when drafting and negotiating liquidated damages clauses. For Precedent liquidated damages clauses together with detailed drafting notes, see Precedent: Liquidated damages clause. For further information on liquidated damages and penalties, see Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses including, in particular the following sections: • What is a liquidated damages clause? • Liquidated damages clauses—when and how they are used • Liquidated damages v penalties—when does the issue arise? For a high level view of factors to consider when determining whether or not a liquidated damages clause may be held to be unenforceable as a penalty, see: Liquidated damages v penalty clause—checklist. For more information on penalty clauses in the context of interest rates in commercial contracts, see Practice Note: Penalty interest rates in commercial contracts. Legal Issues General comments What to watch out for If the rule against penalties is engaged, is the sum or remedy stipulated as a consequence of a breach of contract exorbitant or unconscionable

This Practice Note considers termination by the Employer under the FIDIC Red, Yellow and Silver Books 2017. It does not address the right to terminate at law. Further, the governing law of the Contract may affect the operation of some of the clauses. For more information about termination by the Employer in the pre-2017 editions of the Red, Yellow and Silver Books, see Practice Note: FIDIC contracts (pre-2017 editions)—termination by the Employer. Who can terminate? Both the Employer and the Contractor may terminate the Contract. Clause 15 sets out the procedure for Employer termination and Clause 16 sets out the procedure for Contractor termination. The Employer may also terminate under Sub-Clause 11.4 [Failure to Remedy Defects], and both Parties may terminate under Sub-Clause 18.5 [Optional Termination] and Sub-Clause 18.6 [Release from Performance under the Law]. For more information about termination by the Contractor, see Practice Note: FIDIC contracts 2017—termination by the Contractor. Grounds for termination for cause by the Employer Sub-Clause 15.2 [Termination for Contractor’s Default]