Merger of a leasehold interest and its reversionary estate occurs where the ownership of each is by the same person in the same capacity, together with a clear intention to merge. Section 185 of the Law of Property Act 1925 provides that there is no merger by operation of law only of any estate the beneficial interest in which would not be deemed to be merged or extinguished in equity. Equity treats the estates as remaining separate and unmerged

Merger may determine a lease when both the lease and the reversion on that lease become vested in the same person and that person holds both interests in the same capacity. However, merger does not arise automatically when that vesting occurs. Instead, merger is a matter of intention, and in the absence of any direct evidence of intention it is to be presumed that merger was not intended. So, for example, evidence of a contrary intention was found where: • the tenant had not applied to HM Land Registry for its freehold and leasehold interests to be merged, and • merger would have caused the tenant to lose the benefit of valuable easements Where merger does not occur, the reversion and the lease remain as separate estates and can be dealt with separately (eg assigned or charged) by the common owner(s) of them. All rights and burdens enjoyed by or imposed on each estate pass to a successor in title of the particular estate. Charge over leasehold Where the leasehold

A relief under CA 2006, s 612 from crediting share premium to a share premium account where a company has secured at least a 90% equity holding in another company on a securities exchange offer. Required for merger accounting.

A non-statutory reserve into which the share premium of the bidder consideration shares is credited which is not subject to the restrictions of the share premium account. Effectively a form of merger relief available when acquisition accounting, as opposed to merger accounting.

Mergers & acquisitions (M&A) describes the range of legal transactions by which one company combines with, or takes control of, another. In UK and Irish legal practice this typically covers share purchases, business and asset sales, statutory mergers (more common in Ireland), schemes of arrangement, takeovers of public companies and group reorganisations.“Mergers & acquisitions” is a commercial shorthand rather than a defined statutory term, though specific mechanisms (such as schemes of arrangement, cross‑border mergers, reductions of capital and public takeovers) are governed by detailed company law, securities regulation and competition law. Across England & Wales, Scotland, Northern Ireland and Ireland, usage is broadly consistent, but the underlying company law, court procedures and regulatory bodies differ.Key legal features include: transfer of ownership and control; allocation and limitation of liability; regulatory clearances (for example, merger control and sectoral approvals); due diligence; warranties, indemnities and covenants; and protections for minority shareholders, creditors and employees (including TUPE‑style protections on business transfers).M&A work is central to corporate law practice, private equity, venture capital and capital markets, and often engages tax, employment, pensions, IP, real estate, finance and dispute resolution specialists.

Life sciences is a sector in which there is significant high-value merger and acquisition (M&A) activity. This Practice Note discusses some of the factors that have driven deal flow in the industry and explores some of the key considerations legal counsel should be mindful of when representing parties to such transactions. For the purposes of this Practice Note, the life sciences sector is generally considered to include pharmaceuticals, health-oriented biotechnology products and medical devices. This Practice Note focuses on issues that are common in life sciences M&A transactions and issues that tend to assume more importance in life sciences deals than in deals in other industries. Industry-specific considerations affect nearly every aspect of a life sciences M&A deal, including: • due diligence • structuring the deal • consideration • the purchase agreement • transition arrangements Before exploring these various aspects of life sciences M&A deals, it is useful to consider some of the factors that have contributed to robust deal activity in the industry in recent years. Drivers of M&A activity M&A

These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars on mergers and acquisitions (M&As) in the life sciences sector. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. The training materials are customisable. Click the link below to download the presentation. Contents • Drivers of M&A activity in the life sciences sector • Issues to consider when dealing with life sciences M&A transactions — due

‘The reasons for our merger weren’t always clear to the outside world. When we merged a reaction was, “Well, what will that do?” What we had recognised was each other’s ambitions’ (David Pester, Managing Partner of TLT). While this Practice Note covers key issues to concentrate on when considering a law firm merger, David’s quote should be hard-coded into your mind—a shared ambition (or vision if you prefer management speak) is essential. Why merge? Every firm should have a strategy that sets out what it seeks to achieve in the future. Occasionally that strategy may clearly indicate merger is necessary to achieve the long-term goals of the firm. More often than not a merger opportunity will appear completely unexpectedly. Such an opportunity should always be tested against your firm’s strategy—consider whether it moves the firm forward in realising the ambitions set out in your strategy. A merger is unlikely to succeed unless it is backed by a carefully thought-out strategy. Of course, there are rescue mergers where success is defined more in terms of locking down liabilities

A: Before you begin It is important that you and your law firm have a clear and honest understanding of where you are before embarking on a merger with another firm, ie the current position of the firm, your strategic ambitions and capability of realising those ambitions. For further guidance, see Practice Note: Mergers—law firms. All principals in your firm must clearly understand the: • economics of your own business, including sustainable profitability and cash flow • funding requirements of the business • risk and compliance regime and track record Without this clarity there is a strong possibility that expectations will not be aligned and time will be wasted. This Checklist highlights the key issues to be addressed. It does not address regulatory requirements, due diligence, warranties, deal structure etc, which are very important but the detail will vary depending on the nature of the deal. The areas addressed in this Checklist are those that, if addressed in full, should give any law firm merger a far greater chance of success. If the answer to any of

Practice management analysis: What are the challenges when two sets merge? Frank Feehan QC, head of chambers at 42 Bedford Row, speaks from experience as 42 Bedford Row and a substantial number of 13 King’s Bench Walk prepare to merge on 12 May 2014.

ARCHIVED–this archived case hub reflects the position at the date of the judgment of 16 April 2019; it is no longer maintained. NOTE—In July 2019, the Supreme Court granted Mastercard permission to appeal. See further, timeline, commentary and related cases. Case facts Outline Appeal against the CAT’s judgment of 21 July 2017 which rejected an application for a collective proceedings order in relation to potential follow-on actions against Mastercard. Latest development On 16 April 2019, the Court of Appeal issued its judgment in which it allowed the appeal and remitted the CPO application back to the CAT for re-hearing. In particular, the Court of Appeal ruled that the CAT applied the wrong test in assessing the commonality of the claims—at the certification stage the proposed representative should not be required to demonstrate more than that he has a real prospect of success (in this case in reference to the issue of pass-on), and the CAT was premature and wrong to have refused certification due to the proposed method of distribution. Parties • Appellant—Mr Walter Hugh

Merton Council has announced that landlord Pedro Reis Tenajas and his associated property agency, London Corporate Relocation Ltd, have been successfully prosecuted for letting unsafe properties and operating in a completely unlicensed manner. Lavender Hill magistrates’ court sentenced Tenajas and London Corporate Relocation Ltd to fines and costs in excess of £33,000 on 21 September 2021. London Corporate Relocation Ltd was ordered to pay fines and costs amounting to £21,750 to be paid within 28 days, and Tenajas was ordered to pay fines and costs to a total of £11,530 to pay in 28 days, with a collection order applied to him.