Section 146 of the Inheritance Tax Act 1984 (IHTA 1984) provides that where a court order is made pursuant to the Inheritance (Provision for Family and Dependants) Act 1975 I(PFD)A 1975 in relation to property forming part of the net estate, then that property will be treated as if it had devolved upon death subject to the provisions of the order. I(PFD)A 1975, s 19(1) contains very similar provisions stating that: ‘Where an order is made under section 2 of this Act then for all purposes, including the purposes of the enactments relating to inheritance tax, the will or the law relating to intestacy, or both the will and the law relating

The purchase of a freehold by a person or persons nominated by qualifying tenants of residential blocks of flats exercising their right of collective enfranchisement (ie to acquire the freehold and superior leasehold interests in their flats, or their right of first refusal) is in principle a chargeable transaction. There is, however relief available by virtue of section 74 of the Finance Act 2003 (FA 2003). The relief is a relief from aggregation. The total consideration for the acquisition of the freehold is divided by the number of

Stamp duty arises in respect of the transfer of stock and marketable securities for consideration where the transfer is effected by a written transfer instrument. Stamp duty can also arise on the grant of an option (although in practice it is rarely paid). A warrant to subscribe for shares in a company incorporated in the UK may fall within the definition of marketable security. A

If no consideration is given in the form of cash, shares (strictly 'stock or marketable securities') or debt, the transfer of the shares would be exempt from duty. (For more information on consideration chargeable for stamp duty purposes, see Practice Note: Stamp duty on transfers—consideration and calculation). Even

The principal charge to SDRT arises when: • an unconditional agreement (whether oral or written) to transfer chargeable securities for consideration (or, in certain circumstances where either of the SDRT market value rules applies, deemed consideration) in money or money's worth is entered into (ie usually when the agreement

As explained in Practice Notes: Pledges and Enforcement—share security, registered shares and/or securities cannot be pledged. As a form of security, pledges were possible over UK bearer shares but UK bearer shares no longer exist. For information on the types of security arrangements that can apply to registered UK shares and/or UK securities (such as legal or equitable mortgages or charges), see Practice Notes: Taking security over shares and Taking security over uncertificated shares held in CREST. The stamp tax analysis of security arrangements over shares depends on the type of security arrangement involved and, in particular, if the security arrangement involves a transfer of (or agreement to transfer) the shares for chargeable consideration for the purposes of UK stamp duty and/or UK stamp duty reserve tax (SDRT) (Schedule 13

What is subcontracting? Subcontracting is the delegation by a party of some or all of its obligations under a contract between it and a customer to a third party (the subcontractor) for performance by the subcontractor. For the purposes of this Q&A, we refer to the party wishing to subcontract its obligations as ‘the supplier’. When permitted: • such subcontracting will 'discharge' the supplier’s obligation to perform the subcontracted obligations under the main contract (provided that the subcontracted obligations are performed in accordance with the requirements of the main contract), and • the customer is obliged to accept the subcontractor’s performance in accordance with the main contract as if the supplier had tendered such performance directly Where vicarious (ie subcontracted) performance is permitted, there is no transfer of the supplier’s liability under the main contract to the subcontractor. The supplier remains liable to the customer under the main contract for the non-performance by the subcontractor, even where the customer consents

Commercial analysis: Software-as-a-Service (‘SaaS’) is a cloud-based software delivery model where computer applications are hosted online and made available to customers over the internet. The SaaS model is now the predominant means of supplying software to customers. In The Software Incubator v Computer Associates, the Court of Justice decided that where a customer obtains a perpetual licence to use computer software, then that is a ‘sale of goods’ for the purposes of the Commercial Agents Directive (Council Directive 86/653/EEC). The novel question resolved in Kompaktwerk v LivePerson was whether the same analysis applied to a time-limited subscription to a SaaS under the Commercial Agents (Council Directive) Regulations 1993. The court decided that the SaaS model: (1) does not involve a ‘sale’ (it is more akin to a rental of the software; and (2) involves the provision of services, rather than the sale of goods) as the customer is merely given access to a product held on a computer server. Written by Alexander Brown, barrister at One Essex Court.

A supplementary protection certificates (SPCs) is an intellectual property right that is distinct from the original patent, but provides similar protection for pharmaceutical products which have obtained regulatory marketing authorisations. The SPC system was set up to compensate pharmaceutical manufacturers for the considerable length of time. It can take between filing a patent application and obtaining the regulatory marketing authorisation required for a pharmaceutical product to be supplied. An SPC operates upon expiry of the patent’s term and lasts for up to five years. The primary legislation governing SPCs consists of Regulation (EC) 469/2009 (Medicinal Products Regulation) and Regulation (EC) 1610/96 (Plant Protection Regulation). The respective regulations have been implemented in the UK through Schedule 4A to the Patents Act 1977. In relation to a medicinal product, the subject matter protected by the SPC is the ‘product’, defined in Article 1(b) of the Medicinal Products Regulation as the ‘active ingredient or combination of active ingredients of a medicinal product’. According to Article 3 of the Medicinal Products Regulation, the product

A company’s articles will usually contain provisions relating to the proceedings at board meetings, including notice, quorum, conflicts and permitted methods of attending meetings. For example, article 10(2) of Precedent: Model articles—private limited company—after 28 April 2013 provides that: ‘In determining whether

This question assumes that ‘undertaking work outside the UK’ means undertaking such work physically outside the UK. Also, that the director in question is an employee. The section 3(c)(i) of the Immigration Act 1971 provides that a person given limited leave to enter or remain in the UK may be given ‘a condition restricting his work or occupation in the United Kingdom’. As such, conditions cannot restrict any work undertaken overseas. Supplementary work only applies to work undertaken in the UK. As discussed in Practice Note: Applying under the Skilled Worker route/Period and conditions

There are several forms of consultant appointment published by various bodies, such as NEC, RIBA, ACA, ACE and CIC. The British Property Federation (BPF) also publishes a form of consultant appointment (which can only be purchased in electronic format). The BPF Consultancy Agreement was first published in 2005. It has not however been updated since 2007 (version 2) when it was updated to reflect the changes to the Construction (Design and Management) Regulations 2007, SI 2007/320. It