An annuity purchased from personal (not pension) funds.

Property analysis: The High Court confirmed the correct method by which good title in registered property can be transferred by a sole proprietor despite being encumbered by a Form A restriction. The court also reminded purchasers that where there was compliance with the terms of the restriction and the provisions of the Land Registration Act 2002 (LRA 2002) that they should not be concerned with the nature of the prevailing trusts nor with the application of the proceeds of sale, and that they would become registered proprietors free from any interest. Written by Maurice Rifat, barrister at 1 Chancery Lane Chambers.

Purchaser

This checklist highlights the issues a prospective purchaser (and its advisers) should consider when buying the share capital or assets of a firm authorised by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) under the Financial Services and Markets Act 2000 (FSMA 2000) or authorised or registered by the FCA under the Payment Services Regulations 2017, SI 2017/752 (PSRs 2017). The checklist should assist purchasers in putting together a due diligence questionnaire, as well as setting out other key aspects of the acquisition transaction. It is not intended to be a comprehensive list and other factors may also need to be considered. Due diligence Authorisations and licences • Check the Financial Services Register for details of the target's FCA or PRA authorisation under FSMA 2000 and the permissions held under said authorisation, or for FCA authorisation or registration held under the PSRs 2017, as well as the authorisation and permissions of any companies in the target's group. • Check that the activities carried out by the target (and its group companies) correspond with

Trusts and trustees A trust may be established for a number of reasons with a variety of objectives. The one generally common feature of all trusts is that they will have a trustee or a number of trustees (the trustee). The trustee's main responsibility will be the holding and managing of the assets of the trust. The powers and responsibilities of the trustee will usually be set out in a specific trust instrument, eg a trust deed (the trust deed). Along with the general law the trust deed will set out, among other things: • the powers and obligations of the trustee, and • any limitations on the trustee's powers and obligations A trust which holds shares in a private company will commonly be either a discretionary trust (under which, for example, various members of the same or extended family may benefit) or an employee trust. The primary concerns for a buyer when dealing with a trust in the context of a share purchase will be determining that: • the trustee has the requisite power

This Agreement is made on [date] Parties 1 [Insert name of Principal] [of OR trading as [insert trading name] of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Principal); and 2 [Insert name of Agent] [of OR trading as [insert trading name] of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Agent), (each of the Principal and the Agent being a party and together the Principal and the Agent are the parties). Background (A) The Principal wishes to source[ and purchase] the Products (as defined below). (B) The Principal wishes to appoint the Agent as its non-exclusive agent in the Territory (as defined below) to source[ and purchase] the Products on its behalf on the terms of this Agreement. (C) The Agent has agreed to source[ and purchase] the Products in the Territory on the Principal’s behalf on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common

Purdah refers to the period of time running from the date of the announcement of a general election up to the date upon which that election is held. Although this period of time may vary in practice, in the context of a general election it is required to be at least 17 working days from the date on which Parliament is dissolved by the Queen and polling day itself.

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the abandonment of the transaction on 01/08/2014; it is no longer maintained. See further, case facts and timeline. Case facts Outline UK merger investigation into the anticipated merger between Pure Gym Limited and The Gym Limited. Latest developments On 16 July 2014 the parties announced that they had abandoned the proposed merger following the CMA's referral for a phase II investigation. The investigation was formally cancelled by the CMA on 1 August 2014. The CMA referred the transaction for a phase II investigation on 26 June 2014. The CMA's phase II deadline is 10 December 2014. The parties had offered undertakings in lieu at phase I, but the CMA was not convinced that these would remedy the competition

Pure economic loss means monetary loss which has not been caused by personal injury or damage to other property. In a construction context, the most obvious example is the cost of carrying out works to remedy defects themselves. The general rule is that pure economic loss is not normally recoverable in tort.

Dispute Resolution analysis: This appeal concerned whether the claimant, who was the hirer of property (a bailee), could bring a claim in tort against a negligent stranger to recover damages fixed in the hire contract for the loss of use suffered by the property owner (the bailor, hire company), after the hired property was damaged by the stranger’s negligence. The issues raised included whether such a claim for liquidated damages is a claim for pure economic loss, whether the scope of a tortfeasor’s duty of care extends to such liabilities, as to the foreseeability and remoteness of the loss and as to the reasonableness of the quantum claimed. The Court of Appeal unanimously found for the defendant in respect of these issues, dismissing the claim and the appeal. Written by Quentin Tannock, a barrister at 4 Pump Court.

Local Government analysis: The Court of Appeal held that the temporary placement of items in otherwise unoccupied premises solely to secure business rates mitigation did not constitute occupation for the purposes of the Local Government Finance Act 1988 (LGFA 1988) and the Non-Domestic Rating (Unoccupied Property) (England) Regulations 2008 (2008 Regulations). Applying the Ramsay purposive approach, the court concluded that Parliament could not have intended artificial ‘box-shifting’ arrangements, lacking any independent commercial purpose or benefit, to trigger successive periods of empty-property relief. The decision also confirms that beneficial occupation requires utility, value or benefit independent of the rates saving itself. Billing authorities may therefore challenge pure rate-mitigation schemes, while ratepayers and advisers should revisit arrangements lacking genuine commercial or operational substance. Produced in partnership with Stephanie Smith of 4-5 Gray’s Inn Square.

To clear off a legal irritancy by payment or by remedying some failure which gave rise to the irritancy