This Practice Note: • outlines the main UK tax provisions that apply where a fixed charge receiver sells assets owned by a company, and • answers the important issues that can arise in circumstances where such actions are threatened This Practice Note considers: • the role of a fixed charge receiver • the fixed charge receiver’s appointment and accounting periods • the fact that the company in receivership remains liable for tax • withholding tax and the receiver • the tax deductibility of the receiver’s fees and expenses • value added tax (VAT) in relation to a company in receivership • issues relevant where the company in receivership is not UK tax resident, and • some practical points In this Practice Note: • fixed charge receivers are also referred to as receivers • the company refers to the company whose assets have been charged and are being sold • the appointor refers to the creditor (or mortgagee) appointing the receiver, and • it is assumed that the receiver,

This Practice Note outlines the main tax implications where a company implements a company voluntary arrangement (CVA) under Part I of the Insolvency Act 1986 (IA 1986). As explained in Company voluntary arrangements—overview, a CVA is a contractual agreement between a company and its creditors that: • can be entered into when the company first encounters economic difficulties since there is no requirement for a company to be insolvent in order to enter into a CVA, and • can, in certain circumstances, cram down and bind dissenting non-preferential unsecured creditors The CVA may follow a formal insolvency process (usually, an administration and, in some circumstances, a liquidation) and represent an exit route from such insolvency process, or it may run concurrently with the continuation of the insolvency process. Although a CVA does not involve an automatic moratorium, it can be combined with (ie run at the same time as): • an administration, which benefits from a moratorium on proceedings, actions and steps being taken against the company or its property

When does a tax lawyer get involved in a bond issue? A tax lawyer is often not called upon until: • the company wishing to raise finance has already decided to raise finance by way of issuing a bond • the issuer has appointed its lead manager (usually a bank or broker) to manage the issue for it, and • the lead manager has 'launched' the bond by appointing (or at least approaching) co-managers to assist in selling and underwriting the bond issue The main exception to this is where a tax lawyer is involved in helping the issuer to decide between different choices of financing and their tax consequences. This Practice Note focuses on the key issues arising once the decision to proceed with a bond issue has been taken. When a tax lawyer does get involved it may be in advising the issuer itself or the lead manager. In many ways, it doesn't matter which party the lawyer is advising because both clients have the same objective: to get

This Practice Note considers some of the key terms and conditions found in business-to-business (B2B) commercial contracts. It sets out the general drafting considerations and considers some of the key operative provisions, such as term, primary obligations, warranties, price and payment, confidentiality, intellectual property rights, data protection, liability and limitation of liability, indemnities, termination, and consequences of termination. For links to more detailed commentary on commercial contracts, generally, see: • Commercial clauses—overview • Definitions—overview • Boilerplate clauses—overview and Practice Note: The role of boilerplate See also: Commercial contract drafting and review—checklist and Commercial contract review and execution (business personnel)—checklist. For more specific guidance when considering the supply of services, see also Practice Note: Negotiation guide—services agreements. Initial considerations Structure and form The initial consideration for any contract must be what form it will take, and that decision will largely be informed by what the contract is seeking to achieve and in what environment it is expected to be entered into. For example, simple contracts are capable of being entered into orally, in writing or

Note: This precedent includes provisions to be inserted into a services contract with appropriate amendments. It is assumed that the terms for the parties (ie Appointer and Representative) are defined in the agreement. BACKGROUND (A) The Appointer conducts the business of [insert description] and is established in [insert]. (B) The Representative is an experienced provider of the services of acting as a GDPR Representative in the Territory. (C) The Appointer is undertaking the Relevant Processing of Personal Data of Data Subjects in the Territory. (D) The Appointer wishes to appoint the Representative as its GDPR Representative in the Territory in respect of the Relevant Processing and the Representative accepts such appointment, on the terms of this Agreement. THE PARTIES AGREE: 1 Definitions and interpretation 1.1 In this Agreement: Controller • has the meaning given in Data Protection Laws; Data Protection Laws • means any applicable laws in the Territory relating to the Processing, privacy and/or use of Personal Data, as applicable to either party, the performance of this Agreement or the Relevant Processing, including: (a) the GDPR; (b) the Data

What does this Practice Note cover? This Practice Note sets out what each section of the 2014 ISDA Credit Derivatives Definitions covers. The background to the 2014 ISDA Credit Derivatives Definitions In 1999 the first set of credit derivatives definitions were published which were followed by a new version in 2003, the 2003 ISDA Credit Derivative Definitions (the 2003 Definitions). In March 2009, ISDA published the 'big bang protocol' swiftly followed in June by the 'small bang protocol' which, among other things, hardwired the concept of auction settlement (see Practice Note: Credit derivatives—settlement procedures—Auction settlement) into the 2003 Definitions. Parties who wanted these protocols to apply to their transactions had to sign up to the big bang and/or small bang protocols and then the new terms set out in these protocols would apply for certain types of credit derivative transactions (defined as 'Protocol Covered Transactions' in the protocols). In October 2014, the 2014 ISDA Credit Derivatives Definitions (the 2014 Definitions) went 'live'. The 2014 Definitions update and enhance the

Law360: 2026 promises to be an eventful year for legal developments in the environmental, social and governance (ESG) area, and around sustainability.

Date [date] Parties 1 [insert Seller’s name here] of [insert Seller’s address here] (the Seller); and 2 [insert Buyer’s name here] of [insert Buyer’s address here] (the Buyer). 1 Definitions In this Agreement, the following definitions apply: Contract • the contract made between the Seller and the Buyer providing for the Buyer to buy the Property from the Seller dated [insert date of exchange]; Licence Period • the period starting today and ending on the occurrence of any of the events listed in clause 5, whichever is the soonest; Permitted Use • only for the purposes of carrying out the Works; Property • [address/description]; VAT • value added tax payable by virtue of the Value Added Tax Act 1994 or any similar tax levied in addition to or by way of replacement for value added tax; and Works • the works to the Property specified in the Schedule to this Agreement. 2 Interpretation In this Agreement: 2.1 the clause headings are for reference only and do not affect its construction or interpretation; 2.2 general words introduced by the word 'other' do not have a restrictive meaning even where preceded by words indicating a particular class of acts, things or matters;

This Practice Note briefly summarises the key health and safety regulations that currently apply in England and Wales with links to relevant Practice Notes. On 1 October 2013, section 69 of the Enterprise and Regulatory Reform Act 2013 (ERRA 2013) came into force. For workplace accidents occurring from that date, civil liability no longer arises from a breach of health and safety statutory duty unless the relevant regulation provides for it. For injuries sustained on or after 1 October 2013, a breach may give rise to negligence. Claims should be based in negligence, relying on breach of a regulation as evidence of the negligence. The health and safety regulations in this Practice Note which were made under the Health and Safety at Work etc Act 1974 to implement EU Directives continue in force as assimilated EU law after the Brexit transition/implementation period by virtue of section 2 of the European Union (Withdrawal) Act 2018. For more detailed information, see Practice Note: Retained EU law and assimilated law. Enterprise

A keyperson is someone in a company who makes a considerable contribution to the company's market position.

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