Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by an AIM company or a listed company, with a particular focus on those with a listing of equity shares in the equity shares (commercial companies) category. There are statutory pre-emption rights, which apply to all companies and are set out in the Companies Act 2006 (CA 2006). In addition, there are pre-emption rights set out in the UK Listing Rules (the UKLRs), which apply to certain listed companies, including a company listed in the commercial companies category. There may also be pre-emption rights set out in a company’s articles of association or any shareholders’ agreement to which the company is a party. It

Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by a private company, as set out in the Companies Act 2006 (CA 2006). It is important to give careful consideration to the scope of those statutory pre-emption rights. A private company must ensure that it complies with them, to the extent that they have not been disapplied, modified, waived or excluded. There may also be pre-emption rights set out in a private company’s articles of association or any shareholders’ agreement to which the company is a party, which must be complied with to the extent that they have not been disapplied, modified, waived or removed (see Q&A: Where a company has disapplied the statutory

Pre-emption rights on allotment give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of shares, the grant of rights to subscribe for, or to convert securities into, shares or a sale of treasury shares in that company. This Practice Note covers the pre-emption rights that apply to an allotment of equity securities by a public company that is not a listed company or an AIM company (an unlisted public company), as set out in the Companies Act 2006 (CA 2006). It is important to give careful consideration to the scope of those statutory pre-emption rights, as an unlisted public company must ensure that it complies with them, to the extent that they have not been disapplied, modified, waived or excluded. There may also be pre-emption rights set out in an unlisted public company’s articles of association or any shareholders’ agreement to which the company is a party, which must be

The capital gains legislation makes it possible for groups of companies to arrange to set allowable losses arising in one member of the group against chargeable gains arising in another. The simplest way to achieve this is through the mechanism of an election to transfer a gain or a loss between group companies. The rationale underlying this election is that the members of a group operate, in many respects, as a single economic unit, and that the tax rules should reflect this. The intention of the rules is to permit groups to set gains and losses off against one another where both the gains and the losses accrue within the same group. This treatment is not intended to extend to companies that have been deliberately bought into a group because they already have losses. The pre-entry loss rules are designed to prevent groups from reducing their gains by buying losses in this way. Although their purpose is to prevent avoidance, the pre-entry loss rules can apply whether or not the companies involved are motivated by tax considerations. For

A person who is planning to come to the UK should consider the possible tax consequences before they arrive, so as to maximise the chances of reducing or eliminating any UK tax. For information on why certain pre-entry planning is necessary, see Practice Notes: Residence after 5 April 2013 and Foreign income and gains regime from 6 April 2025. For information on the taxation of employment income in the UK, see Taxation of earnings and benefits—overview. The extent to which planning is necessary will vary from one individual to another, depending on circumstances: the person who is here for a short-term project, leaving their family in his home country, will have different issues to consider than the person who comes seeking permanent employment, for long-term study, or to get married. Individual advice may thus be necessary and this Practice Note is only a guide. Note in particular that it does not cover planning involving trusts. For information on the taxation of non-UK trusts, see the Offshore trusts—taxation sub-topic. Remaining non-resident The first thing to consider is whether it

What is pre-export finance (PXF)? PXF is an established structure used to provide finance to producers of goods and commodities. It is a type of structured trade finance (see Practice Note: Introductory guide to structured trade finance). PXF structures were borne out of the fact that traditionally, many producers of goods and commodities, particularly in emerging markets, were not considered to be sufficiently bankable for the purposes of obtaining finance by more orthodox means, such as conventional corporate loans against the balance sheet of the borrower. In a classic PXF facility, funds will be advanced by a lender or syndicate of lenders (in this Practice Note, 'lender' refers either to a single lender or a syndicate of lenders) to producers to assist them in meeting either their working capital needs (for example, to cover the purchase of raw materials and costs associated with processing, storage and transport) or their capital investment needs (for example, investment in plant and machinery and other elements of infrastructure). A typical PXF facility will have a tenor of between one and five years, although it

When preparing for an in-person hearing in arbitration proceedings there are many logistical and practical considerations that need to be taken into account, planned and, often, budgeted for. This Checklist should help ensure the key aspects of a hearing have been considered in advance so that the process runs as smoothly as possible. This Checklist is not intended to be exhaustive, and does not, for example, address the numerous legal issues that may be pertinent in advance of and during an arbitration hearing. This Checklist contemplates the requirements of in-person merits, rather than in-person procedural, hearings, although some of the points will be relevant to both hearing types. Some considerations may also be relevant where an otherwise in-person hearing has hybrid elements, for example for one or more witnesses give evidence remotely. It also assumes that private practitioners will play a central role in pre-hearing preparations, which may not always be the case. Some of the matters considered in the Checklist will be organised by one or more parties for the

[insert address of Landlord’s solicitor or agent] Our ref: [insert reference] Date: [insert date] To: [Name and address of Tenant] By First Class Recorded Delivery Dear [insert organisation or addressee name], Premises [insert address of premises] more particularly defined in the Lease (‘Premises’) LANDLORD'S PRE-IRRITANCY NOTICE We act for [insert name and registered office of Landlord] (‘Landlord’) We refer to the lease between the Landlord and you dated

[insert address of Landlord’s solicitor or agent ] Our ref: [insert reference] Date: [insert date] To: [Name and address of Tenant] By First Class Recorded Delivery Dear [insert organisation or addressee name], Premises [insert address of premises] more particularly defined in the Lease (‘Premises’) LANDLORD'S PRE-IRRITANCY NOTICE We

Consequences of disapplication of a VAT option to tax If a VAT option to tax is disapplied, it makes the transaction exempt from VAT, which means that the landlord/developer cannot recover VAT related to the property (eg VAT paid on the purchase price and VAT paid in connection with works). This is particularly serious for a developer, as it may be unable to recover any input tax paid in respect of the construction/refurbishment of the building. See Q&A: In which circumstances might a VAT option to tax be disapplied and what are the consequences in a property transaction? for a summary of the circumstances in which a VAT option may be disapplied. The issue in respect of tenant requested modifications (TRMs) in an agreement for lease This will not be an issue if the tenant can recover VAT in full. However, where a tenant cannot recover VAT

HM Courts and Tribunals Service has published the new PA18 form, the pre-lodgement enquiry form for legal representatives to use when dealing with complex estates. The form can be used to find out what form and extent of evidence may be required to obtain a grant in a complex estate, as well as what procedure the legal representative would need to follow.

Family analysis: Mr Justice Peel considered the terms of a pre-marital agreement (PMA) which, if upheld, would limit severely the wife’s financial remedy claims. In this case the assets were large, circa £50m, almost all of which were in the husband’s sole name. The period of the relationship was relatively short, spanning some five-and-a-half years, which included cohabitation prior to the marriage. There were two dependent children of the marriage, aged two and four years respectively, for whom the wife remained the primary carer. This analysis provides details on how the judge dealt with the division of assets as well as the issue of the PMA and costs. Katie Skinner, senior associate and chartered legal executive at Rayden Solicitors, examines the issues.