The different parts of the topic Germany M&A covered include: • Carve-out Transactions

Practice Statements are issued by the Executive to provide informal guidance to companies involved in takeovers and practitioners as to how the Executive normally interprets and applies relevant provisions of the Code in certain circumstances. Practice Statements do not form part of the Code, are not binding and are not a substitute for consulting the Executive to establish how the Code applies in a particular case. They are to be found toward the back of the Code, after the Appendices, and on the Panel's website.

CPR 57 contains rules about probate, inheritance, death and missing persons. It covers the following claims and proceedings: • probate claims • claims for the rectification of Wills (under section 20(1) of the Administration of Justice Act 1982 (AJA 1982)) • claims and applications to substitute or remove a personal representative (under the court’s jurisdiction set out in Section 50 of the AJA 1985) • claims under the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975) CPR 57 also covers: • proceedings under the Presumption of Death Act 2013 (PDA 2013) • proceedings under the Guardianship (Missing Persons) Act 2017 (G(MP)A 2017) This note will focus on probate claims, claims for rectification, claims to substitute or remove a PR and claims under I(PFD)A 1975. The procedure in CPR 57 is similar across the different types of claims, but with important modifications. This note is structured such that it begins at the start of the litigation process and flows to the end, noting similarities and differences between the types

Practitioners issuing claims relating to estates and trusts must be familiar with: • CPR Part 7 and CPR Part 8 which determine the procedure to use to issue proceedings • CPR Part 57 for probate and inheritance claims • CPR Part 64 for estates and trusts • the Chancery Guide which provides practical information and guidance not contained in the CPR or its Practice Directions. In particular, chapter 25 There is no pre-action protocol for claims under CPR 57 and CPR 64 but the parties should have regard to the Practice Direction Pre-Action Conduct and Protocols. The court will expect the parties, taking into account the aims of ensuring they are on an equal footing, saving expense and proportionality, to observe the Practice Direction Pre-Action Conduct and Protocols and act reasonably in exchanging information and documents relevant to the claim and generally in trying to avoid the necessity to issue proceedings. The Association of Contentious Trust and Probate Specialists has also produced a Code, which is not part of the

Introduction Compromise in trusts, estates and inheritance disputes is often achieved following the parties’ engagement in a form of alternative dispute resolution (ADR), often mediation. It is essential that the parties and their representatives (and ideally the mediator) are live to the legal and procedural matters necessary to bind the parties and formally dispose of the dispute. Judicial approach to ADR and sanctions ADR is an important tool in the resolution of trusts, estates and inheritance disputes. It forms a prominent part of the Association of Contentious Trusts and Probate Specialists’ Practice Guidance for the Resolution of Probate and Trust Disputes (ACTAPS Code), and is a central part of the court’s case management powers in furthering the overriding objective under the Civil Procedure Rules (CPR). See: • ACTAPS Code (paras 2.9–2.13) • Practice Direction Pre-Action Conduct and Protocols, paras 8–11 • CPR 1.3, 1.4(1), 1.4(2) and 3.1(2)(m) Standard form court orders often strongly encourage parties to consider participating in ADR, explaining that the court may require an explanation of

The effect of the expiry of any limitation period under Limitation Act 1980 (LA 1980) is merely to bar the claimant’s remedy rather than to extinguish the claim. It is for a defendant to plead limitation as a defence and if validly pleaded, it provides a complete defence to a claim. When pleaded, the burden is on the claimant to prove that they are within the limitation period and if proven, the burden then passes to the defendant to prove otherwise. ss 21, 22 and 23 of LA 1980 restate the previous position under sections 19 and 20 of the Limitation Act 1939 and apply to executors and trustees as well as the trustees of express, resulting and constructive trusts of property. LA 1980 maintains the distinction between: • trustees found guilty of fraud or who have retained trust property or converted it for their own use, and • trustees who have committed an innocent or negligent breach of trust The purpose of limitation Limitation is the period of time in which a claimant

Mediation has grown in use as a form of alternative dispute resolution (ADR) in the UK since the Access to Justice Report. It continues to be urged upon parties as a form of ADR by the courts as part of the overriding objective under CPR 1.4(2)(e). The courts now have specific powers to direct ADR under CPR 3.1(2)(o) and it is to be considered by parties under the Practice Direction Pre-Action Conduct and Protocols. It is also addressed in the Chancery Guide, paras 10.1. Although the Civil Procedure Rules do not set out a specific pre-action protocol for probate and trust disputes, the Association of Contentious Trust and Probate Specialists has produced a Code, to assist practitioners in such disputes, stating that: ‘2.18 The parties should at all times consider whether alternative dispute resolution would be appropriate and should remember that the court may now order parties to engage in ADR. ADR comes in many forms and includes mediation, early neutral evaluation (court-based and private), financial dispute resolution (court-based and private),

ARCHIVED: This archived Practice Note is not maintained and is for background information purposes only. Further, some of the links may not direct you to the provisions as at the date the guidance in this Practice Note was published. For further information on previous and/or subsequent amendments to the CPR, see: CPR updates—overview and Procedure Rule Committee minutes—overview. When do the changes come into force? The two Making documents came into force on the following dates: • 92nd update: 21 November 2017 • 93rd update: 22 November 2017 Copies of the two update documents together with additional documents relating to the bill of costs can be obtained in the recommended documents section. 92nd update—Practice Direction 4 (forms) References to the ‘Mercantile Court’ are substituted with ‘Circuit Commercial Court’. In the section Writs and Warrants, Form PF 93: Application for permission to issue a writ of possession (rule 83.13) is inserted. 92nd update—Practice Direction 5B (communication and filing of documents by email) References to the ‘Mercantile Court’ to be substituted with ‘Circuit Commercial Court’. 92nd

Form to be used for a particular purpose in proceedings, the form and purpose being specified by a practice direction.

Certification issued by the Solicitors Regulation Authority which enables the individual to practise as a solicitor and to hold themselves out as a solicitor.

arising merely and immediately from the ground, eg in the case of a praedial servitude, being one that binds and benefits land

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 20 August 2018; it is no longer maintained. See further, timeline and commentary. Case facts Outline European Commission merger investigation into the proposed merger between Praxair and Linde (Case M.8480). The transaction involves horizontal overlaps in markets for the supply of gases. Latest developments On 20 August 2018, the Commission conditionally cleared the transaction following an in-depth phase II investigation. Under the commitments, the parties have agreed to (i) divest Praxair’s entire EEA gas business (including industrial, medical, specialty gases and helium); (ii) divest Praxair’s stake in a JV called SIAD to the co-shareholder Flow Fin; and (iii) divest additional helium sourcing contracts to address helium-related competition concerns on a world-wide level. Parties The Linde Group (Linde) is headquartered in Germany and active in over 100 countries worldwide in the supply of industrial gases, medical gases, speciality gases and related services, including engineering. Praxair Inc (Praxair) is headquartered in the United States and is active in North and South America, Europe