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PRECEDENTS
[Letter to be printed on company headed paper] [Insert name of Company] SAYE share option scheme (the Scheme) Application form You have been invited to apply for a three- or five-year option (the Option) to acquire ordinary shares in [insert name of Company] (the Company and shares respectively) under the rules of the Scheme. The closing date for returning your Application Form is [insert closing date]. If you are unfamiliar with the Scheme, you should consult the explanatory brochure, which summarises the rules of the Scheme and sets out the principal terms of the savings contract prospectus (the Prospectus). Both the explanatory brochure and the Prospectus are [enclosed OR available on request from [insert name of administrator] OR can be viewed online at www.[insert web address]]. When completing this form, please use block capitals and read the accompanying notes carefully 1 Address and personal details Title Surname First name(s) Address Postcode Employing
Q&As
An assignment is an immediate transfer of an existing proprietary right, vested or contingent from one party to another. An assignment can either take effect as a legal assignment or an equitable assignment. In answering this Q&A, we have taken into consideration the different types of assignment. Legal assignment A legal assignment will be considered valid so long as it satisfies the requirements under section 136 of the Law of Property Act 1925, this includes that the assignment must be made in writing and signed by the assignor. Under an effective legal assignment, the benefit of the contract is to only be transferred over and the assignment must be in absolute and not conditional or partial assignment. Equitable
Q&As
Under English law novation is the only way for a lender to transfer both its contractual rights and its contractual obligations to a new lender. In a sense, referring to novation as a method of 'transfer' is misleading. Novating a loan means that the existing lender's rights and obligations are completely cancelled and discharged and the new lender assumes new, but identical, rights and obligations in their place. For this reason, novation isn't actually a transfer. Instead, it is a means of creating a distinct contractual relationship between the new lender and the original transaction parties. As a new contract is formed, consideration is required at the time of the novation. If the loan is secured, security interests under related security documents can, likewise, be transferred
Q&As
A ‘pension arrangement’ is defined in section 25D(3) of the Matrimonial Causes Act 1973 (MCA 1973) as including an occupational pension scheme, a personal pension scheme, a retirement annuity contract and an annuity and a pension that is in payment. In accordance with MCA 1973, ss 25B–25D, a pension attachment order is an alternative arrangement to a pension sharing order in relation to a pension arrangement and can be used where there is a decree of judicial separation, where a pension sharing order cannot be used, or in cases of divorce or nullity. Pension attachment orders require part, or all, of a party’s pension income to be paid to their ex-spouse. This can be made as a tax-free lump sum, the income payable on taking pension benefits or a lump sum
Q&As
Construction of wills The main purpose of the court when construing a Will is to ascertain the intention of the testator by interpreting the actual words used in the context of the relevant circumstances at the time. ‘Whether the document in question [is] a commercial contract or a Will, the aim [is] to identify the intention of the party or parties to the document by interpreting the words used in their documentary, factual and commercial context.’ (Marley v Rawlings at para [20]). For further information see: Validity of Wills—overview. Options for the executors If the Will is unclear or contains a mistake, the executors have the following options: • application to the court under the CPR Part 8 procedure for determination of the meaning of the relevant clause. Under section 21 of the Administration of Justice Act 1982 (AJA 1982) extrinsic
Q&As
A qualifying tenant who has been the registered owner of a flat for two years may extend their lease pursuant to the Leasehold Reform, Housing and Urban Development Act 1993 (LRHUDA 1993). This process begins with the service of a LRHUDA 1993, s 42 notice, which is registerable under the Land Registration Act 2002 (LRA 2002) as if it were an estate contract. In circumstances where the notice has not been registered, it will not bind a purchaser of the freehold interest. However, that is not to say that the tenant is unable to sell the leasehold interest with the benefit of the section 42 notice. In fact, this is commonplace. The benefit of the section
Q&As
Advice relating to ground rent in long residential leases should be given in light of the government’s announcement that it intends to bring the Leasehold Reform (Ground Rent) Act 2022 (LR(GR)A 2022) into force by August 2022 (Government guidance: Leasehold Reform (Ground Rent) Act 2022). As it is not retrospective, LR(GR)A 2022 only changes the position on lawful ground rents if the relevant lease is a 'regulated lease' as defined under LR(GR)A 2022. This excludes existing leases and leases granted after the relevant commencement date pursuant to a contract (which is not an option or pre-emption agreement). As highlighted in the Solicitors Regulation Authority produced guidance: Advising on leasehold provisions including ground rent clauses, if advising in relation to the purchase of an existing lease of a residential dwelling,
CHECKLISTS
STOP PRESS: The Loan Market Association (LMA) has published updated versions of the standard terms and conditions for Par and Distressed Trade Transactions, the full suite of Funded Participation and Risk Participation Agreements and the Secondary Debt Trading Documentation User Guide; taking effect from 17 March 2026. The amendments include the removal of LIBOR references, revisions to IBOR rate definitions and the Target2 definition and updated ERISA representations incorporating additional exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The updated documentation is available to LMA members only, on the LMA’s Documentation Hub. Summary A fundamental tenet of trading under the LMA trading protocol is that a ‘Trade is a Trade’, ie a trade (which can include an oral contract made by phone) when struck is binding and any subsequent development that may be adverse to one or both parties does not allow either party to cancel or ‘break’ the trade. For example, the failure to
Q&As
This response considers employee status from an employment law perspective, rather than from a tax or commercial perspective. When an employer wishes to engage or employ an individual, it is important for the employer to determine at an early stage what status it considers that individual should have, whether of an employee, an employee shareholder, a worker, an agency worker, an intern, a volunteer or as a genuinely self-employed person. This is important because: • the rights which attach to each of them are different, and • it will also be relevant to the individual’s treatment for tax purposes It should be remembered that, whatever status is chosen, the courts and tribunals will look to the reality of the arrangement, in preference to what the contract states, in order to determine the status of an individual. A consultant who is genuinely self-employed will not have the status of employee or worker and, depending on the circumstances, may not be willing or
Q&As
Under regulation 10(4) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (Conduct Regs 2003), SI 2003/3319, a term of a contract between an employment business and a hirer is unenforceable if it is contingent on a work-seeker: • taking up employment with the hirer (ie temp-to-perm) • taking up employment with another person to whom the hirer has introduced them (ie temp-to-third party), or • working for the hirer pursuant to being supplied by another employment business (ie temp-to-temp) unless the temp-to-perm, temp-to third party or temp-to-temp event occurs within the later date of: • eight weeks of the end of any assignment, or • 14 weeks of the start of the first assignment with the hirer For these purposes: • ‘hirer’ means a person (including an employment business)
Q&As
There is no restriction as such on combining business to business (B2B) and business to consumer (B2C) terms and conditions into one set, however a trader should carefully consider the statutory controls which govern their contractual relationships with both businesses and consumers, which may signal that it is preferable to use separate sets of terms and conditions for each customer type. The statutory controls applicable to the drafting of B2C terms and conditions differ significantly to those applicable to B2B terms and conditions. Terms in B2C contracts and notices are subject to the unfair terms provisions of the Consumer Rights Act 2015, which are much broader in scope and more restrictive than the Unfair Contract Terms Act 1977 (applicable to B2B contracts). In addition, consumers benefit from a number of rights under consumer protection legislation
Q&As
This Q&A looks at some of the legal issues and considerations raised when a shareholder with 70% of the shares in a private limited company (Mr X) would like to leave the company against the wishes of the other, 30%, shareholder (Mr Y), where both shareholders are also the only directors of the company and where the situation is not covered in the company’s articles of association or any shareholders’ agreement. We cover: • Mr X giving up office as a director, and • possible exit options available to Mr X, both under the Companies Act 2006 (CA 2006) and otherwise Resignation as a director Neither the CA 2006 nor the model articles contain any specific provisions about how a director may resign. Subject to any specific provisions in the company's articles of association or any contract of employment, it is usual practice for a director to resign by way of a resignation letter addressed to the other directors of the company. See further: