Refine By
Clear all filter
About 92525 results for "*"
On a remortgage, security is being registered over several parcels of land in common ownership but held under separate titles. If the bank did have to repossess and sell land which includes land which provides the only access to the borrower's retained land which is unsecured, would the bank be under a duty to ensure the TP1 reserved all necessary rights of access to the borrower's retained land? Alternatively, if the access route was excluded from the bank's security and the bank had to repossess and sell, could the bank grant rights over unsecured access land in the TP1 as mortgagee in possession?
Q&As
For commentary in relation to a mortgagee's power of sale, see Practice Note: Mortgages and land—enforcement of mortgages and legal charges over land. Notwithstanding the terms of any common law or implied duty, it would be open to the mortgagor and the mortgagee to provide within the mortgage deed that, if the power of sale is exercised and a sale is effected either: • in the name of the mortgagor acting by a receiver appointed by the mortgagee,
On a residential purchase using the standard conditions of sale (fifth edition) who is responsible for the service charge/rent relating to the completion day?
Q&As
The Standard Conditions of Sale (5th Ed) cover the details on how to work out who is responsible for the service charge/rent relating to the completion day, see Precedent: Standard Conditions of Sale (5th Edn—2018 Revision): Encyclopaedia of Forms and Precedents [81] (‘Apportionments’ at Standard Condition
On a return of capital by a limited liability partnership (LLP) to a member, do the maintenance of capital rules in the Companies Act 2006 apply to the LLP?
Q&As
While the majority of law applying to limited liability partnerships (LLPs) is modified company law rather than partnership law, LLPs are not subject to the Companies Act 2006 (CA 2006) maintenance of capital rules that apply to limited liability companies. An LLP has no share capital and is not subject to share capital
On a sale by auction of commercial property using RICS Common Auction Condition 3rd Edition, a special condition requires the buyer to reimburse the seller for the cost of pre-exchange searches undertaken in respect of the property. However, the buyer's solicitor has refused to pay these costs on the ground that the amount of the cost incurred was not included on the front page of the auction. Are there grounds for the buyer to not pay?
Q&As
It is common for property sold at auction to be subject to the RICS Common Auction Conditions (now on the 4th Edition). These are standard contractual terms, and make clear that the general conditions apply to the contract except to the extent that it is varied by special conditions or by an addendum. By condition G1.9, the buyer buys with full knowledge of the documents, whether or not the buyer has read them. This includes the terms of sale. It is also common that additional fees and costs in addition to the sale price may have to be paid by the
On a sale incorporating overage, the buyer agrees to apply for a Form M restriction, but will not agree to procure that the restriction has priority to any mortgage or charge entered into by the buyer. Is there any other way to ensure that the overage obligation takes priority to any charge, eg would a unilateral notice be of any effect?
Q&As
The most effective and widely used mechanism for protecting overage is to: • obtain from the buyer a covenant that it will: ◦ make an overage payment to the seller if an overage trigger event occurs ◦ not dispose of its legal or equitable interest in the land without requiring its disponee to covenant directly with the seller to observe and perform the overage obligations, and ◦ protect that arrangement by entering a restriction (usually
On a sale of a residential flat where a reserve fund contribution is paid on account by the seller, can the seller require the reserve fund contribution to be apportioned between the seller and the buyer with the apportioned part to be reimbursed to the seller by the buyer at completion?
Q&As
It is commonly the case on the sale of a leasehold property that ground rent, service charges and any contributions to a reserve fund are payable in advance on a date set by the lease. Unless the sale of the leasehold property coincides with a service charge or reserve fund period, this means that the seller will have made a contribution in excess of their period of ownership of the property. Additionally, where variable service charges or reserve fund contributions are made based on estimates, with an adjustment after actual spend has been incurred, it may not be until some time after payment is made that the true liability is known, with a rebate or an offset (or an
On a sale of business and assets to which Transfer of Undertakings (Protection of Employment) Regulations 2006 applies, do the seller's liabilities in respect of incorrect use or excessive claims under the Coronavirus Job Retention Scheme transfer to the buyer?
Q&As
We have assumed that all claims made and payments received under the Coronavirus Job Retention Scheme (CJRS) were made and received prior to the sale of the business and assets Under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, reg 4, the transferee acquires: • all rights, powers, duties and liabilities under or in connection with the contracts of employment of transferring employees • liability for all pre-transfer acts and omissions of or in relation to the transferor in respect of transferring employees or their contracts of employment The scope of TUPE 2006, SI 2006/246, reg 4 extends beyond (express or implied) contractual terms and covers all rights, powers, duties and liabilities under or in connection with the contracts of the transferring employees. However, it does not extend to the liability of any
On a sale of part of an unregistered title, held as tenants in common, and where the previous co-owners are deceased, is an assent vesting title in the seller sufficient evidence of title? Does this mean that the interest of the first deceased previous co-owner vested in the second deceased co-owner?
Q&As
Tenants in common are entitled to the whole property, however, each tenant owns a notional share of the property (eg one half, one fifth etc) which can be realised when the property is sold. When one tenant in common dies, his interest in the property forms part of his estate and passes by will or under the rules of intestacy. With unregistered land, if A and B were tenants in common in equity, following B’s death, A holds the legal estate on trust for himself and those entitled under B’s estate. In order for
On a sale of shares under an employee share scheme, can the employee deduct their transaction costs from the sale proceeds?
Q&As
Please note that for the purposes of this Q&A we have assumed that ‘transaction costs’ are intended to refer to broker’s fees and similar costs, rather than any tax or stamp duty relating to the transaction. On this basis, it is most often the case that any transaction costs arising on a sale of shares by an employee
On a service provision change situation to which TUPE applies, if an employee who is assigned to the organised grouping of resources or employees that is subject to the relevant transfer is on a fixed-term contract that terminates the day before the transfer date, would they still transfer? If the contract was not renewed or extended in order to avoid them transferring, could this be an unfair dismissal and could they claim the right to be re-employed by the transferee?
Q&As
This response considers: • whether termination of a fixed-term (or limited-term) contract amounts to a dismissal • the effect of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 on the contract of employment • whether remedies can include reinstatement or re-engagement Is termination of a fixed- or limited-term contract a ‘dismissal’? An employee is dismissed for the purposes of Part X of the Employment Rights Act 1996 (ERA 1996) if they are employed under a limited-term contract, and that contract terminates by virtue of the limiting event (ie, in the case of a fixed-term contract,
On a share buyback carried out by a UK company, one would usually expect any proceeds received by a UK shareholder in excess of the subscription price (broadly speaking) to be taxed as a dividend distribution. Does the same position apply to the proceeds received by a UK shareholder on a buyback carried out by an overseas company?
Q&As
The tax treatment of a UK taxpayer on a repurchase of shares by an overseas entity is not necessarily the same as that which applies where proceeds are received on a UK company share buyback complying with company law requirements. This Q&A assumes that the shares will be repurchased by the overseas entity directly, rather than through a bank intermediary. In particular, the tax treatment will
On a share purchase, during the due diligence process the seller will provide the employer with information about employees in anonymised form, with a view to providing non-anonymised information shortly before exchange or completion (without notifying the relevant employees). Given the data protection issues involved, what is best market practice as to the timescale for providing that non-anonymised information, ie how long before exchange or completion it should be provided?
Q&As
For information on anonymisation generally (and the difference between anonymisation and pseudonymisation), see the section of Practice Note: Corporate transactions and service provision changes (employment)—data protection issues entitled: Anonymisation and pseudonymisation. The Information Commissioner’s Office’s (ICO) Employment practices code and supplementary guidance have not yet been updated to take account of Assimilated Regulation (EU) 2016/679, UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and therefore need to be considered in light of the current legislation. According to paragraph 2.12 of the ICO Employment practices code, the seller should (among other things): • ensure, wherever practicable, that information handed over is anonymised • assess any request for