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CHECKLISTS
Using this Checklist This Checklist focuses on the IP aspects of R&D agreements and identifies the key terms typically included in an R&D agreement. This document can be used as a checklist of issues to consider when drafting, reviewing or negotiating such agreements. Key competition law considerations are also considered. However, an individual assessment will need to be conducted as to whether an agreement’s IP provisions are compatible with competition law, particularly the prohibitions against anti-competitive agreements under Article 101(1) of the Treaty on the Functioning of the European Union (TFEU) and Chapter I of the Competition Act 1998 (CA 1998). On 1 June 2023, the European Commission adopted the EU Research & Developments Block Exemption, Commission Regulation (EU) 2023/1066 (EU R&D BER) and the accompanying Horizontal Guidelines. The EU R&D BER entered into force on 1 July 2023 and will expire on 30 June 2035. On 5 December 2022, the UK government laid before Parliament the Competition Act 1998 (Research and Development Agreements
CHECKLISTS
This Checklist focuses on the IP aspects of vertical agreements. It covers the key competition law considerations and considers the following issues: the parties to and structure of vertical agreements, identifying the IP, the scope of the licence, restricting the use of the IP, IP ownership, third-party IP, protection of licensor’s IP and warranties and indemnities. On 10 May 2022, the European Commission adopted the EU Vertical Restraints Block Exemption, Regulation (EU) 2022/720 (EU VBER) and Vertical Guidelines. The EU VBER entered into force on 1 June 2022 and will expire on 31 May 2034. See Practice Note: The Vertical Block Exemption Regulation 2022/720. On 9 May 2022, the UK government laid before Parliament the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516. The UK VABEO replaced the UK Retained VBER on 1 June 2022 and will expire on 1 June 2028. See Practice Note: The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. This
NEWS
Banking & Finance analysis: This news analysis looks at the timelines and steps required for individuals to verify their identity at Companies House, the potential impacts of failure to comply with the new requirements and practical issues for lenders to consider.
PRACTICE NOTES
Background The long-awaited Procurement Act 2023 (PA 2023) came into force on 24 February 2025, effectively replacing the procurement regime as it had existed in the UK for the past decade. Much of its impetus stemmed from the stated desire of successive governments post-Brexit to consolidate and simplify the existing procurement regime, much of which was influenced by EU directives and case law. In so doing, there has been an attempt to implement a number of the reforms first proposed in the December 2020 Green Paper, ‘Transforming public procurement’ and its subsequent government response. Consistent with the aim of revamping the previous procurement regime, there has been a slight shift in focus as to the primary objectives of the PA 2023. For example, section 12(1) of the PA 2023 now requires contracting authorities to have regard to the following considerations when assessing tenders: • delivering value for money; • maximising public benefit; • sharing information for the purpose of allowing suppliers and others to understand the authority’s procurement
GLOSSARY
A standardised three-page pre-investment document which will include (among other things) information about costs and future performance scenarios which must be provided to retail clients before they invest in an AIF that is a PRIIP and, once the requirements become applicable, a UCITS which is a PRIIP. The KID must comply with specific content requirements in the PRIIPs Regulation.
GLOSSARY
Markers against which the contractor’s performance under a contract is measured. A tool intended to both measure and improve performance. Most commonly used in partnering contracts.
PRACTICE NOTES
This Practice Note sets out the key UK competition law issues arising in distribution/reseller agreements. It is aimed primarily at commercial and IT lawyers undertaking the competition law analysis themselves (especially in-house lawyers without specialist competition lawyers to hand) but also as a reference point for competition lawyers providing full advice to their clients. It sets out: (i) a brief overview of UK competition law applicable to vertical agreements; (ii) general considerations when carrying out an initial analysis of a distribution/reseller agreement; and (iii) particular issues, with drafting tips to help avoid pitfalls. It focuses on helping to ensure compliance with the UK’s vertical agreements block exemption—The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO). Overview of the law Chapter I prohibition Distribution and reseller agreements are subject to section 2 of the Competition Act 1998 (CA 1998) which prohibits agreements between undertakings or concerted practices which (a) may affect trade within the UK and (b) have as their object or effect the prevention, restriction or distortion of competition within the
CHECKLISTS
FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on ‘Modernising the distributions framework’. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather than an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect
PRACTICE NOTES
Tax is a key consideration when selecting an appropriate structure for holding UK commercial property. The most common form of investment in UK commercial property is the UK incorporated and tax resident limited company. For non-UK investors, there has been a trend towards offshore ownership for investment purposes through a non-UK resident special purpose vehicle (SPV). Following changes to the taxation of gains made by non-UK residents on UK immovable property from 6 April 2019 and to the taxation of property income for non-UK resident companies from 6 April 2020, non-UK resident companies holding commercial UK property have been brought within the scope of UK corporation tax in respect of gains (subject to some exemptions) and rental income. As a result, some of the key tax incentives for using non-UK resident SPVs to hold UK commercial property have been removed. However, acquiring UK commercial property via an offshore SPV remains a popular structure. It continues to offer a stamp duty land
PRACTICE NOTES
This Practice Note sets out the key UK tax rates, thresholds and allowances. This Practice Note is intended as a quick reference guide, not a comprehensive resource. It covers the main rates, thresholds and allowances for UK resident individuals and companies for the current tax/financial year and the previous tax/financial year. For more detail on the tax rates for private clients, including inheritance tax, see Practice Note: Key UK tax rates, thresholds and allowances for Private Client. For more historical and further information on rates, thresholds and allowances, see: Whillans's Tax Tables. Corporation tax Rate or other amount Financial year ending 31 March 2027 Financial year ended 31 March 2026 Statutory references Main rate 25% 25% Finance Act 2026 (FA 2026), s 11(2)Finance Act 2025 (FA 2025), s 13(2) Small profits rate (1) 19% 19% FA 2026, s 12(a)FA 2025, s 14(a) Lower limit (the limit to which the small profits rate will apply to a company without associated companies and with a 12-month accounting period) £50,000 £50,000 Corporation Tax
PRACTICE NOTES
This Practice Note sets out the key UK tax rates, thresholds and allowances most relevant to Private Client practitioners. It is intended as a quick reference guide rather than a comprehensive resource and does not cover forthcoming changes to tax rates or thresholds for future tax years. For more detail on the tax rates for individuals and businesses, including employment taxes and corporation tax, see Practice Note: Key UK tax rates, thresholds and allowances. Inheritance tax (IHT) Subject to certain exemptions and allowances, inheritance tax (IHT) liabilities arise on lifetime gifts and transfers and on the death of an individual, as well as on chargeable events in relation to trust assets. For details of the main IHT exemptions and reliefs, see Practice Note: IHT exemptions and reliefs on death and lifetime gifts and for more general information on IHT, see: Inheritance tax (IHT)—overview. Rates of IHT on chargeable transfers above nil rate band (NRB), transferable NRB and residence NRB The rate of IHT due on chargeable transfers depends on whether it is a lifetime transfer
NEWS
Property analysis: Maria Connolly, partner at TLT LLP, discusses the key aspects of the new Building Regulations etc (Amendment) (England) (No 2) Regulations 2021 (the Regulations) which will regulate the Electric Vehicle (EV) charging points in residential and non-residential buildings.