CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the abandonment of the transaction on 19 September 2017; it is no longer maintained. See further, timeline and commentary. Case facts Outline European Commission merger investigation into the proposed acquisition of Haldex by Knorr-Bremse (Case M.8222). The transaction involves horizontal overlaps in markets for commercial vehicle brake systems and components. Latest developments The notification was formally withdrawn on 19 September 2017 and the investigation terminated following the decision of Knorr-Bremse to discontinue its offer following the decision of the Swedish stock exchange not to extend the offer deadline. Parties Knorr-Bremse, a Germany-based private company, is a global manufacturer and supplier of brake systems and components, door systems and other equipment for railway and commercial vehicles. Knorr-Bremse's portfolio for commercial vehicles includes, inter alia, foundation brake products such as air disc brakes and actuators, EBS, ABS, valves, air treatment and driver assistance systems. Haldex, based in Sweden and listed on the Stockholm stock exchange, is a global manufacturer and supplier of various brake systems and

Know-how is information that can be protected under the law of confidence. It can be recorded in any form or held in the memory of an individual. Know-how is not strictly a form of property in its own right, although it is often treated as a form of intellectual property.

Know-how allowances are capital allowances available to traders.  These allowances are principally available to individuals and other unincorporated entities for new acquisitions. Know-how allowances are not available, however, to a person carrying on a trade to which the cash basis applies. For companies, capital allowances are only available for qualifying capital expenditure on know-how where the acquirer is not within the corporate intangible assets regime in Part 8 of the Corporation Tax Act 2009 (CTA 2009) in respect of the know-how. This will be the case if the know-how fails to meet the asset or time conditions to be within the scope of CTA 2009, Pt 8. For more guidance, see Practice Notes: What is an intangible fixed asset? and What is a pre-FA 2002 asset? ‘Know-how’ is specifically defined to mean industrial information or techniques which are likely to assist in: • manufacturing or processing goods or materials • mining, or • agricultural, forestry or fishing operations HMRC does not accept that commercial know-how (ie market research, customer lists and sales techniques etc) qualifies for know-how allowances,

This Practice Note explains what know-how is and sets out the different ways know-how can be protected before providing guidance on issues relating to licensing know-how, including the licensing of know-how as part of a wider research and development (R&D) agreement. It includes analysis of why know-how is licensed, the key terms of a know-how licence, IP issues and considerations in R&D agreements and co-ownership of IP rights. What is know-how? ‘Know-how’ is technical or practical knowledge resulting from research or experience and usually relates to the way something is done. This technical or practical knowledge can be recorded in any form or even just held in the memory of an inventor or key employee and can include operating manuals, designs, blueprints and other technical information. Due to the fact that know-how is not always written down, it can be difficult to define. However, Article 2 of the Competition Act 1998 (Technology Transfer Agreements Block Exemption) Order 2026, SI 2026/369 (UK TTBEO) provides the following statutory definition of know-how for the purposes of transactions: ‘“Know-how” means a package of practical information,

This Checklist provides a comparison of the key features of the accessory liability claims of knowing receipt and dishonest assistance, as well as considering who are fiduciaries in knowing receipt and dishonest assistance claims and the practical considerations when bringing such claims. Knowing receipt and dishonest assistance claims are often known as ‘accessory liability’ or ‘secondary liability’ claims in that the claim is brought against someone other than the principal wrongdoer, for example, where a trustee, in breach of duty, misappropriates trust property and, in so doing, is assisted by a third party to the trust (dishonest assistance claim) or a third party receives the misappropriated trust property with knowledge of the trustee’s breach (knowing receipt claim). These types of claim are often seen in complex ‘civil fraud’ scenarios. They can involve difficult concepts around issues such as knowledge, intention, dishonesty and the availability of remedies. They often also involve the use of the processes of ‘following and tracing’ in order to follow the misappropriated property into the third party’s hands or trace it into

Dispute Resolution analysis: This decision confirms that, at the heart of claims for knowing receipt, is the requirement that the defendant has ‘got their hands on property which belongs to someone else’, knowing that they had no right to receive the property. Thus Nugee J found on the facts that the case could not be distinguished from the Brown v Bennet [1999] 1 BCLC 649 ratio namely: ‘it is a prerequisite of a claim in knowing receipt that the disposition to the recipient is ‘in breach of trust’, that is that the disposition is itself a breach of trust (or breach of fiduciary duty). It is not enough that the disposition follows, and is caused by, other breaches of trust.’ Therefore, as he found that the disposition of the development site in this case was not procured as a result of breaches of any fiduciary duties, the claim for knowing receipt to recover profits generated from the sale failed. Written by Katherine Harper, professional support lawyer at Baker & McKenzie LLP.

Legal test for establishing liability for pollution.

Knowledge is knowing that something is so, or being “virtually certain” about something.

Private Client analysis: The court held that a testator, whose first language was Arabic and whose knowledge of English was more limited, and who was illiterate in both languages, did have knowledge and approval of the contents of his Will. It did so, among others, on the basis of evidence from the solicitor who drafted the will that he would have read and explained it to the testator before the Will was executed. But the court indicated that a lesson to be learned from the case is that where a testator’s first language is not English, or there are other apparent difficulties in understanding that language, it is good practice to ask the testator to paraphrase the terms of the Will before executing it. Written by David Green, barrister at Atlantic Chambers, Liverpool, who appeared for the defendant.

Private Client analysis: The court held that the deceased did not know and approve the effect of the life interest trust contained in his 2022 Will. Although the Will was professionally prepared and duly executed, the solicitor had not adequately explained that the deceased’s wife had no right to the trust capital and could receive capital only if the remainderman agreed. The court therefore severed the defective trust wording, with the result that the wife took the relevant 50% share absolutely. The undue influence claim failed and no further provision was awarded under the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975).

IP & IT analysis: How have the courts approached the ‘no reason to believe’ requirement for innocent infringement of unregistered design rights (UDR) and a damages inquiry on UDR infringement? Claire O’Brien of Wragge Lawrence Graham & Co LLP comments on a recent ruling.

Arbitration analysis: In this case, Justice Croft upheld the primacy of the principle of Kompetenz-Kompentenz in arbitration when deciding an application to stay a court proceeding and refer a matter to arbitration. However, Justice Croft acknowledged a potential exception to the court’s obligation to stay court proceedings when the jurisdictional challenge was strictly confined to a short question of law that, once determined, would be dispositive. Further, if the resolution of a stay application raises questions of fact or mixed questions of fact and law, then there is no discretion and the court must refer the matter to arbitration, unless the questions of fact require only superficial consideration of the documentary evidence in the record. In this case, given the complexities involved in the composition of the arbitration agreement, and the long history of amendments, arbitral awards and determinations, Justice Croft considered that it would be ‘absurd to suggest the possibility of, in effect, a summary determination of a discrete and narrow question of law devoid of any factual matters of context’. Written by Erika Williams, independent Arbitrator at Williams Arbitration.