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PRACTICE NOTES
Whenever any acquisition of a company’s shares is contemplated, careful consideration should be given as to whether the statutory prohibition on the giving of financial assistance applies. What is the prohibition on the giving of financial assistance? The Companies Act 2006 (CA 2006) prohibits: • a public company (or a subsidiary of it, whether a public or private company) from giving financial assistance directly or indirectly for the purpose of: ◦ the acquisition by a person of that public company's shares, whether the assistance is given before or at the same time as the acquisition takes place, or ◦ reducing or discharging a liability incurred for the purpose of acquiring that public company’s shares, where the shares have been acquired by a person (and whether or not the liability was incurred by that person or someone else) • a public company, which is a subsidiary of a private company, from giving financial assistance directly or indirectly for the purpose of: ◦ the acquisition by a person of that private parent company’s shares, whether the assistance is given before
PRACTICE NOTES
The National Health Service (NHS) England and Wales have a publicly funded health system. The Department of Health and Social Care (DHSC) controls the provision, and the government pays for it from tax and National Insurance collected centrally. The health care is free to residents of England and Wales. Some charges are levied in politically less sensitive areas such as dentistry and eye care. The National Health Service Act 2006 (NHSA 2006) consolidates previous legislation relating to the NHS and the provision of healthcare. The provisions of NHSA 2006 primarily apply in England. The NHS has undergone significant operational reform in the last two decades. In particular, the Health and Social Care Act 2012 (HSCA 2012) came into force in April 2013 and brought major reforms to the NHS. The Health and Care Act 2022 (HCA 2022) then saw the introduction of further wide-ranging changes. The structure of the NHS in England The below provides an outline of the structure of the NHS in England,
PRACTICE NOTES
FORTHCOMING CHANGE: This Practice Note reflects the current legislative position, however, note that certain elements will be impacted by the Digital Omnibus proposals published on 19 November 2025, pursuant to the EU Commission’s ‘simplification’ agenda. For more information, see Practice Note: EU Digital Omnibus—tracker. This Practice Note is an introduction to the EU’s General Data Protection Regulation, Regulation (EU) 2016/679, which is more widely referred to as the GDPR and referred to in this Practice Note as the ‘EU GDPR’ to distinguish it from the UK GDPR. The Practice Note provides an overview of the concepts, regulatory oversight and obligations for organisations which are implemented by the EU GDPR. The Practice Note concludes with suggestions on how organisations can plan EU GDPR compliance activities. Introduction Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation)
PRACTICE NOTES
Introduction to the art market and art law There have been considerable changes to the art market in the last 30 years: • the main centres are now London, New York and Hong Kong, with Paris being the fourth largest art centre and national markets for lower priced art and collectibles • the market has become increasingly anonymous • prices for iconic artworks have become stratospheric—Salvator Mundi by Leonardo da Vinci was sold for $450.3 million in 2017 and in 2025, Gustav Klimt’s Portrait of Elisabeth Lederer sold for $236.4 million at Sotheby's • the main auction houses have become ever more powerful • art advisers are retained to do due diligence, open doors and guide collectors through the process, but are not always suitably qualified • the last 25 years have seen the birth of ‘mega’ art fairs which appear roughly every four months around the globe • art is increasingly seen as an asset class—and promoted as an investment by auction classes • in the increasingly global market lawyers working with art collectors, businesses and not-for-profit
PRACTICE NOTES
FORTHCOMING DEVELOPMENT: The Pensions (Extension of Automatic Enrolment) (No. 2) Bill received Royal Assent on 18 September 2023 as the Pensions (Extension of Automatic Enrolment) Act 2023 (the Act) and was published on 19 September 2023. The Act gives regulation-making powers to the Secretary of State for Work and Pensions to (i) reduce the lower age limit at which otherwise eligible workers must be automatically enrolled and re-enrolled into a pension scheme by their employers, (ii) remove the Lower Earnings Limit from the qualifying earnings band so that contributions are calculated from the first pound earned, and (iii) modify the requirements of the annual review of the qualifying earnings band. The changes on eligibility for automatic enrolment are to be implemented after a period of consultation on the precise implementation approach and timing. The date for the coming info force of section 1 of the Act is set to be ‘on such day or days as the Secretary of State may by regulations appoint’. For further information, see: DWP press release,
PRECEDENTS
This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of Services] to other businesses. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Affiliate Losses • has the meaning given in clause 35.4; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism, skill, diligence, prudence and foresight which would be expected from an internationally
PRECEDENTS
THIS AGREEMENT is made on [date] Parties 1 [insert name of party] [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 party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier conducts the business of supplying [insert description of services] to other businesses. (B) The Customer conducts the business of [insert description]. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Background IPR • means Intellectual Property Rights of the Supplier (or its third-party provider) existing prior to the Commencement Date, or created by the Supplier (or its third-party provider) after the Commencement Date outside of (and
PRECEDENTS
This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of Services] to other businesses. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Affiliate Losses • has the meaning given in clause 35.4; Assigned Employees • has the meaning given in paragraph 6.1.2 of Schedule 5; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism,
PRACTICE NOTES
This Practice Note provides information relating to the impact of Brexit on financial services, including the loss of passporting rights, and how UK and EU firms should proceed following the UK becoming a third country for the purposes of EU financial services law after the end of the implementation period. This Practice Note provides information relating to the impact of Brexit on financial services, including the loss of passporting rights and the UK becoming a third country for the purposes of EU financial services law following the end of the implementation period. Further financial services materials regarding Brexit can be found in Practice Note: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime [Archived] and the Brexit collection. The end of the implementation period The UK left the EU on 31 January 2020 (exit day) and entered into an implementation period (referred to as a ‘transition period’ in the Withdrawal Agreement), during which the UK sought to negotiate its future relationship with the EU. Pursuant to section 1 of the European Union (Withdrawal)
PRACTICE NOTES
This Practice Note provides guidance on tiered dispute resolution clauses (also described as multi-step, escalation, ADR-first and stepped procedure clauses) in construction contracts and considers the legal and practical issues with such clauses and what happens when the parties ignore them, as well as practical tips to consider when drafting or amending such clauses to ensure that they work effectively for the parties and the projects they are being used for. What are tiered dispute resolution clauses? Tiered dispute resolution clauses are common in construction contracts. Such clauses require the parties to the contract to work through a number of stages of alternative dispute resolution (ADR) before submitting their unresolved dispute(s) to a final method of resolution, usually litigation or arbitration. These stages can be mandatory, meaning that the parties may not move to the next or final stage of the dispute resolution process until a stage is complete. Why use a tiered dispute resolution clause? Parties to construction contracts use tiered dispute resolution clauses to provide a framework within
PRECEDENTS
IN THE COUNTY COURT AT [insert] Claim No. [insert number] Parties (1) AA (2) BB        Claimants -and- CC        Defendant ______________________ PARTICULARS OF CLAIM ______________________ 1 At all material times the Defendant carried on business as a tour operator supplying package holidays to travellers. 2 On 2 July 2025 the First Claimant visited the website of the Defendant where she entered into an agreement to purchase a package holiday in Greece with the Defendant. The agreement was for the First Claimant and her husband, the Second Claimant, to fly from East Midlands Airport to Athens on 8 August 2025, from where they were to transfer onwards to Santorini. The contract then provided for the First Claimant and Second Claimant to fly from Santorini to Athens and onwards to East Midlands Airport on 15 August 2025. After the completion of the agreement for flights, the Claimants’ names and the First Claimant’s payment details and email address were supplied by the Defendant to D Hotels Ltd via a website link. The First Claimant then booked from the website of D Hotels Ltd a seven night stay at the
PRECEDENTS
1 Definitions Completion • means the Date of Entry or, if later, the date when the Price is paid and the purchase of the Property [and Business] is completed in terms of the Missives; Business • means the [insert number] [star,] [, hotel] [, restaurant] [, café] [, bar] [, public house] business operated by the Seller at the Property providing for [[describe accommodation type eg rooms, apartment or hotel]] [, the sale of food and beverage] [, weddings] [, conference centre] [, leisure centre] [, spa] [, golf course] [, hairdresser] [, on-site staff accommodation] and all other activities including those ancillary or incidental to or in connection with such business; Conclusion Date • means, unless otherwise specified, the first date on which the Missives create a concluded contract; Date of Entry • means the date falling [insert number] Business Days after the Purification Date; Licensing Board • means the licensing authority empowered to grant premises licences in terms of the L(S)A 2005; Longstop Date • means [insert ultimate longstop date for purification of the suspensive conditions/ condition]; [Gaming Machine Permit • means