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PRACTICE NOTES
This Practice Note is about structures and buildings allowances (SBAs), which are allowances for capital expenditure on non-residential structures and buildings that were constructed, renovated or converted under contracts entered into on or after 29 October 2018. SBAs are often available when plant and machinery allowances are not. In the Corporate Tax Roadmap published at Autumn Budget 2024 on 30 October 2024, the government committed to maintain the structures and buildings allowance for the duration of the Parliament. There are special rules affecting SBAs in freeports, for which see Practice Note: Freeports in England—tax features, as well as for SBAs in investment zones. Qualifying expenditure SBAs are available for capital expenditure incurred on or after 29 October 2018 on: • the construction of a non-residential structure or building provided the construction activity began on or after 29 October 2018 and there was no contract for works to be carried out in the course of the construction of that particular building or structure entered into before that date, or • the acquisition of a non-residential
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. NOTE: On 5 September 2023, CIETAC introduced new revisions (Revisions) to its current 2015 arbitration rules, in response to the growing needs for flexibility and efficiency in the digital age and evolving practice in international arbitration following a revision plan initiated in April 2021. The Revisions across over 30 articles include digital case management, multi-tiered arbitration agreements, jurisdiction, multi-contract arbitrations, arbitral procedures and other challenging issues. The Revisions will become effective from 1 January 2024, and apply to all CIETAC arbitrations commenced as of that date. CIETAC’s current arbitration rules took effect from 1 January 2015 (the CIETAC Rules 2015). This Practice Note is UNDER REVIEW—it currently reflects CIETAC's structure and role as set out in the CIETAC Rules 2015. This Practice Note covers arbitration under the CIETAC Arbitration Rules 2015 (CIETAC Rules), which, generally, apply to arbitrations accepted by CIETAC on or after 1 January 2015 (CIETAC, art 84). For guidance on arbitration under the CIETAC Rules 2012, see: CIETAC
PRECEDENTS
1 Introduction 1.1 This policy outlines the circumstances in which our employees may be entitled to paternity leave and pay and sets out the arrangements for taking it. 1.2 This policy is for guidance only and does not form part of your contract of employment and we may amend it at any time. It outlines the rights employees and others are given by law but is intended to be a summary only and not a complete statement of your rights. Please contact [the HR department] if you have any queries about your entitlement. 1.3 The policy may apply to a man or a woman. The references to a child include children, where there has been a multiple birth (eg, twins), or where more than one child is placed as a result of the same adoption arrangement. 1.4 Before birth or placement for adoption, you may also be entitled to take unpaid time off work to accompany the mother of the child to antenatal appointments, or to accompany the other parent involved in the adoption placement to adoption appointments; please refer instead to our Antenatal Appointments
PRECEDENTS
This Agreement is made on [insert date] Parties 1 [insert name of company] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of introducer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Introducer) (each of the Supplier and the introducer being a party and together the Supplier and the Introducer are the parties). The parties agree 1 Definitions 1.1 In this Agreement, unless the context requires otherwise: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or public or bank holiday when[ clearing] banks are open for non-automated commercial business in [the City of London]; Client • means a person who engages the Supplier to provide Services; Commencement Date • means [insert date]; Confidential Information • has the meaning set out in clause 7; Disbursements • means expenses paid on behalf of a Client in relation to a Relevant Contract; Fee Share • has the meaning set out in clause 5.1; Introduction
PRECEDENTS
1 Introduction 1.1 This policy sets out the rights and responsibilities of employees who wish to take parental leave. Parental leave is available to both parents, whether of natural children or of adopted children. 1.2 This policy[ has been agreed in accordance with [the trade union OR staff association OR employees] and] applies to all employees. This policy does not apply to agency workers, consultants or self-employed contractors. 1.3 This policy is for guidance only and does not form part of your contract of employment. We may alter the terms of this policy from time to time and details of any alterations or additions will be notified to you.[ The policy covers the rights employees are given by law but is intended to be a summary only and not a complete statement of your rights.] Please contact [the HR department] if you have any queries about your entitlement. 1.4 [In this policy, any reference to ‘we’ or ‘us’ includes all group companies where appropriate.] 2 Eligibility 2.1 You will be eligible to take parental leave if: 2.1.1 you have or expect to have parental responsibility for a child under the age
CHECKLISTS
Produced in association with 4 Pump Court While the issues which need to be addressed in a Response will depend on the specific facts/circumstances of the dispute, this Checklist provides a starting point for a responding party drafting its Response in an adjudication, setting out key issues to consider and linking to guidance on each. See also Practice Note: Adjudication—the Response for guidance on the Response, including practical tips for drafting it, and Checklist: Key issues to consider on receipt of a Notice of Adjudication. Initial considerations • Ascertain any requirements in relation to the Response, including the deadline for its service and any stipulations as to its form and/or contents, for example: ◦ are there any express terms regarding the Response in the parties’ contract or the applicable adjudication rules? ◦ has the adjudicator issued directions regarding the Response (these may override any contractual requirements)? ◦ as for the timing of the Response—there is no statutory time limit for serving a Response but the adjudicator will typically set a date for its
CHECKLISTS
This Checklist of resources sets out some of the issues to consider when drafting and negotiating governing law and jurisdiction clauses in the context of commercial B2B contracts. Governing law and jurisdiction clauses are categorised as boilerplate clauses in an agreement. For more information on boilerplate clauses, see: Boilerplate clauses—overview. For details about the role of boilerplate clauses and approaches to reviewing and drafting common boilerplate clauses, see Practice Note: The role of boilerplate. A governing law clause (also known as an applicable law clause) is used to allow the parties to specify the substantive law that will apply to the interpretation of an agreement and, in the event of a dispute, in relation to it. For an example of a governing law clause, see Precedent: Governing law clause. The applicable law clause in a contract will usually be set out alongside a jurisdiction clause. It is important to note that jurisdiction and governing law are separate issues.  A jurisdiction clause is necessary to allow the parties to specify the courts that are to
Q&As
If a private company pays an unlawful dividend, ie a dividend in breach of the requirements set out in Part 23 of the Companies Act 2006 (CA 2006) or the common law, there are repercussions not only for that company and its directors, but also for the recipient of the dividend. In addition to being unlawful, a dividend may also be paid in breach of the company’s articles of association or any shareholders’ agreement, which would give rise to a breach of contract. A consideration of the consequences of such a breach is outside the scope of this Q&A. The principle underlying the rules relating to the proper payment of dividends is the protection of the shareholders and creditors of the paying company, therefore many of the consequences of an unlawful dividend relate to recovery of the amount paid out. Consequences of an unlawful dividend—paying company A unlawful dividend that is paid remains unlawful. It cannot retrospectively be made lawful. The directors of a company who are party to the payment
PRACTICE NOTES
THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL AND PERSONAL PENSION SCHEMES The Occupational and Personal Pension Schemes (Disclosure of Information) Regulations 2013, SI 2013/2734 (the 2013 Disclosure Regulations), which came into force on 6 April 2014, lie at the heart of the disclosure regime applicable to occupational and personal pension schemes. However, other disclosure requirements may be found in a piecemeal fashion in other parts of pensions legislation. This Practice Note focuses on the disclosure requirements that exist outside of the 2013 Disclosure Regulations. For information specific to the 2013 Disclosure Regulations, see Practice Note: Disclosure requirements applicable to occupational and personal pension schemes from 6 April 2014. In this Practice Note, references to 'trustees' include the managers of a contract-based scheme. Flexibly accessing pension benefits While the 2013 Disclosure Regulations contain disclosure requirements that are designed to give members with money purchase or cash balance benefits (known as flexible benefits) information about what they can do with their flexible benefits and the available pensions guidance, other information requirements apply under the
PRACTICE NOTES
What is a letter of non-crystallisation? Title due diligence against property owned by a company may disclose the existence of a floating charge. See Practice Notes: Pre-contract searches—Company search and Pre-completion searches—Company search. Where this is the case, a letter or certificate of non-crystallisation may be required in order to confirm that: • the floating charge has not crystallised in respect of that particular property • no steps have been taken which have caused or would cause the crystallisation of the floating charge so that it fixes on the property, and • the chargee consents to either the sale of the property or the creation of a second floating charge over it This ensures that the company is free to deal with the property (subject, of course, to any fixed charges and other title restrictions). A letter of non-crystallisation may be provided by either the chargee or the chargor. However, it is preferable to obtain the letter from the chargee because evidence of non-crystallisation is not conclusive unless
PRACTICE NOTES
Call options are frequently used by developers to secure a right to buy land if planning permission is obtained. Taking an option provides the developer with time to make and pursue a planning application before having to commit to paying for the land. The developer's initial outlay will be limited to payment of an option fee, which is essentially the sum agreed with the landowner as the price for agreeing not to sell the land elsewhere while the developer seeks planning permission. The developer is likely to incur significant expense in making and pursuing a planning application. High on the developer's list of priorities will be the inclusion of clauses allowing the developer to extend the option period if the planning process is still underway. Unless the option agreement or contract specifically allows for extensions of time, the time limit must be strictly adhered to (for further guidance, see Practice Note: Options agreements—land—extending time for exercise). Option agreements commonly provide that the option period can be extended where: • an application has been made, but no
Q&As
An agreement for lease is required where the landlord and tenant cannot immediately enter into the lease itself, but need to know that the other party is contractually bound to do so on the agreed terms at the relevant point in the future. The form of lease should be attached to the agreement for lease to ensure compliance with the statutory formalities for an agreement for the sale of land, or of an interest in land. Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989) provides that any contract for the sale or other disposition of an interest in land must: • be in writing • contain or incorporate all of the terms expressly agreed by the parties, and • be signed by or on behalf of the parties For further guidance, see Practice Note: Contracts for the sale of land—formation, signature and variation. An agreement for lease may also be needed where, although the lease could be completed immediately, there are other contractual obligations to be recorded,