It is not unusual for parties to a commercial transaction, be it a lease or a contract for the sale and purchase of land or any asset, to make provision for the circumstances in which a document is deemed to be served. A degree of certainty is then provided so that both can proceed with the transaction. The Standard Conditions of Sale are no exception to this. The starting point is to be found in condition 1.3.4 which provides that 'subject to conditions 1.3.5 to 1.3.7, a notice is given and a document is delivered when it is received.' As a starting point it makes sense: as a matter of logic, a notice is given when it is received. Until then, the recipient does not know of its existence and the document

Quia timet injunction The court can grant an injunction on a quia timet basis if there is a clear evidence that the respondent threatens or intends to injure a clear right of the applicant. In the recent case of Kazakhstan Kagazy PLC v Zhunus, Leggatt J in the High Court explored (at paragraphs 76 to 81) the line of authority which has built on the equitable jurisdiction of the court to lend assistance in advance to a person who has a right of indemnity by granting quia timet relief before that person has suffered any loss. For further information, see News Analysis: Contribution claims and freezing injunctions (Kazakhstan Kagazy v Zhunus). In Re Richardson ex p Governors of St Thomas's Hospital, Cozens-Hardy MR explained the jurisdiction as follows: 'It is settled at common law that, given a contract of indemnity, no action could be maintained

Legal and beneficial title Title to shares in a company comprises both the legal interest (a concept of the common law) and the beneficial interest (a concept of equity) in those shares. The beneficial title will transfer to the buyer when the seller and the buyer enter into a written or oral agreement for the sale of the shares that is: • unconditional, or • conditional and that contract becomes unconditional For example agreements, see precedents: Share purchase agreement—pro-buyer—corporate seller—unconditional—long form and Share purchase agreement—pro-buyer—corporate seller—conditional—long form. The transfer of the legal title to the shares does not take place until the name of the transferee (ie the buyer) is entered into the target company's register of members. The instrument of transfer (stock transfer form) must be executed by the seller and stamped at the Stamp Office following payment of stamp duty by the buyer. The register of members should only

[To be typed on headed notepaper of transferee] [Date] [Strictly private and confidential] Dear [insert name of trade union or other employee representative(s) or affected employee] [As you are aware, we have been in discussions with [identify transferor] with a view to acquiring the [identify the business or part being acquired]. Negotiations are now almost complete and we expect the acquisition to take place on [insert date]. OR As you are aware, we have decided to bring back in house our [identify business function] currently outsourced to [identify transferor] from [insert date]. OR As you are aware, we have won the contract to provide [insert details] services to [identify client] from [insert date].] We believe that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will apply to the proposed

[ To be typed on headed notepaper of employer ] [Date] Dear [insert name of employee], Re: [insert name of employer] (the Company) I refer to our meeting on [date], when I explained that there has been a sudden and significant downturn in our business due to [insert details of the reason for the business downturn]. Unfortunately, this means that the Company needs to find ways of saving costs as a matter of urgency. 1 [ LAY-OFF: ]As I explained at our meeting, the Company is therefore planning to [lay you off OR lay off all employees in your department] [insert reason for request, eg because we are closing our factory at [location] for the next month]. As you know, clause [insert number] of your contract of employment states [recite relevant wording eg that we may lay you off without pay for up to [insert number] days

Where a rent review clause has been operated it is common for a lease to provide that the parties should enter into a memorandum for the purpose of recording the outcome of the process. Even if the lease does not require a memorandum, the parties are likely to want (and would be well-advised) to have a record of the result, for future reference. A variation to the terms of a contract (including a lease) may have the effect of releasing any guarantor, unless that guarantor consents to it (Holme v Brunskill). As we point out in Practice Note: Variations and guarantors, if the review has followed the procedure set out in the lease, it is unlikely that the review and

Key information Name of firm [Insert firm name] Name of role holder [Insert name] Reports to [Insert, eg Managing Partner, Chief Operating Officer, Head of Business Development etc] Role scope ☐ Whole firm☐ Department / Practice area [Insert details]☐ Sector [Insert details]☐ Office / Region [Insert details] Role type [Insert, eg Full-time/Part-time/Contractor][If a contractor role, length of contract] Primary location [Insert the primary location for this role—if there is a requirement for the role holder to regularly spend time in multiple locations, eg in each regional office, it is worth making sure this is made clear] Remote/hybrid/office-based? [Insert type of work model] Date role commenced [Insert date] Length of probation period [Insert] End

Where a party finds that the provisions of a lease or other written contract appear to have an unexpected effect, or contain an error, the remedies open to it depend on the nature of the mistake and the way in which it arose. Where both parties to the lease are agreed as to how the provisions were intended to operate and are willing to stand by that original agreement, then the most straightforward and cost effective solution is to simply agree to a variation of the lease. It is more common, however, that there is disagreement as to how the provision was intended to operate, or that one party seeks to take advantage of the error in drafting. There are then three possible options open to the party who views the drafting as an error: • purposive interpretation of the lease • rectification of the lease • passing on losses

This is a precedent set of board minutes that may be used following the passing at a general meeting of an ordinary resolution of the company to remove a director from office. A private company limited by shares may by ordinary resolution remove a director from office at any time except for a director for life), despite anything to the contrary in any contract between the directors and the company, pursuant to section 146 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)). The resolution cannot be passed by way of written resolution (to the extent the company is a private limited company); it must be passed at a general meeting of the company. The resolution must be included in the notice of the company’s general meeting or AGM (as appropriate). The proposed resolution is not effective unless special notice of the intention to move the resolution has been given to the company at least 28 days before the meeting at which

Explainability has emerged as an important component of ethical and responsible artificial intelligence (AI) and a common requirement of developing AI legislation and regulation. This Practice Note addresses the explainability of AI, covering: • What is AI explainability? • Why is explainability important? • Regulatory guidance on explainability • The legal framework around explainability • An overview of practical techniques to achieve explainability For more on AI, see Practice Notes: • Artificial intelligence and machine learning—an introduction to the technology • Artificial intelligence—data protection • Artificial intelligence—intellectual property • Artificial intelligence in the EU—the key legal issues The AI project lifecycle—a quick guide Negotiation guide—AI contracts and Contractual considerations for the procurement of artificial intelligence—checklist. For AI contract clauses, including dealing with issues related to explainability and transparency, see: AI clauses—Warranties. For a timeline of key legal developments in relation to AI, see Practice Notes: UK artificial intelligence—tracker and EU Artificial intelligence—tracker. What is AI explainability? The nature of artificial intelligence The

For information on quarantine measures for individuals travelling to England during the coronavirus (COVID-19) pandemic, see Practice Note: Coronavirus (COVID-19)—sickness and other absence [Archived], in particular section: Quarantine measures for those travelling to England. How employers choose to deal with an employee whose holiday plans would require them to quarantine, or self-isolate, on their return may depend on: • whether the employee will be able to work from home during their quarantine period • the nature of the holiday entitlement in question, ie whether it is the employee's statutory entitlement under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833 or contractual In relation to statutory basic and additional holiday entitlement, the timing of leave is regulated by WTR 1998, SI 1998/1833, reg 15. However, these rather prescriptive provisions are subject to variation or exclusion by the employment contract or another relevant agreement.

A section 32 buy-out policy is a deferred annuity contract. Where the transfer value paid to the section 32 policy is in respect of benefits which include rights to Guaranteed Minimum Pension (GMP), the insurer undertakes to pay the GMP to the policyholder from GMP payment age (age 65 for a man and 60 for a woman) or to pay the spouse’s GMP to the member’s widow or widower on the member’s death. Section 11 of the Welfare Reform and Pensions Act 1999 provides that rights under approved pension arrangements are excluded from a bankrupt’s estate. 'Approved pension arrangements' include registered pension schemes and annuities purchased for the purpose of giving effect to rights under a registered pension scheme including an annuity in payment before 6 April 2006 giving effect to schemes which were approved under the Income and Corporation Taxes Act 1988.