Guidance from the Financial Conduct Authority, in the form of PERG 10.3, Q13, advises that one-off purchases of annuities selected by pension scheme trustees are highly unlikely to constitute ‘day-to-day’ management decisions under the Financial Services and Markets Act 2000 (FSMA 2000), and therefore trustees will be able to choose the annuity provider without being authorised under FSMA 2000 but should only do so after taking the advice of a suitably qualified and experienced financial adviser. This Practice Note summarises a typical buy-in/buy-out process and then considers the content of the quotation and the policy terms and conditions. For further information on the considerations which arise when contemplating buy-outs and buy-ins in respect of defined benefit occupational pension schemes, see Practice Note: De-risking—pension buy-outs and buy-ins. Typical buy-out process The trustees will usually consult a risk transfer broker who will advise on which insurers to request quotes from and guide them through the process. The identity and number of available insurers will depend on the size of the scheme’s liabilities.

Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must ensure that minutes are prepared in relation to it, which must be retained for at least ten years from the date of the meeting. The preparation of board minutes is usually a task that falls to the company secretary (if any), but any other person may be asked to put them together, including the borrower’s lawyers. It has long been understood that minutes of a board meeting should be a contemporaneous record of the meeting and that they should properly reflect its proceedings. As such, they should not be prepared in advance by lawyers using standard form language and then simply adopted without further consideration. Note that a court may: • comprehensively analyse correspondence between directors and any notes of their meetings • give less weight to board minutes prepared

This Practice Note considers the steps which a business can take to review its commercial contracts with a view to extracting maximum value and minimising costs. The Practice Note explains the circumstances which might prompt a legal contract review, what should be reviewed and who should be involved in the review process. It also explains the key elements of the contracts reviewed from both a customer’s and a supplier’s perspective. Purpose of review A contract review is intended to be a periodical review carried out by a lawyer in conjunction with key business stakeholders, over and above the contract management carried out by the business operationally day to day. Although a contract review may be prompted by issues arising as and when they occur from time to time, it is also beneficial to schedule a periodical review at a given point in the contract lifecycle or financial year to offer the opportunity for the business to keep on top of its options available to extract value, minimise unnecessary costs and avoid exposure to contracting

What are a company's constitutional documents? Unless the context otherwise requires, a company's 'constitution' is defined under the Companies Act 2006 (CA 2006) to include: • the company's articles of association (the Articles), and • any resolutions and agreements affecting a company's constitution The CA 2006 definition of ‘constitution’ is not exhaustive and also refers to other documents forming part of the constitution of a company, including: • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution Before 1 October 2009, the memorandum of association was an integral part of a company’s constitution, but its significance has been greatly reduced by CA 2006. For more information about a company's constitution, including information about what is contained in a company's Articles, see Practice Note: A company’s constitution. In the case of a lending transaction, it will be necessary for the

This Checklist sets out the key issues to consider when entering into, drafting or reviewing contractual joint venture arrangements. It considers the legal, regulatory and practical issues around contractual joint venture arrangements. For background, see Practice Notes: Contractual joint ventures, Drafting a contractual joint venture agreement and Drafting for particular types of contractual joint venture. Preliminary issues for consideration Consideration Guidance What is the status of discussions between the parties to date? For more information, see Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking required from either, both or all the parties or their affiliates? For more information, see Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture, Confidentiality agreement—one-way—pro-discloser, Confidentiality agreement—one-way—pro-recipient and Confidentiality agreement—mutual. Do the parties want to have a period of exclusive negotiation? For more information, see Practice Note: Exclusivity in contract negotiations. Identify whether there could be any 'roadblocks' to the proposed transaction (eg competition issues, regulatory consents or licences) and how to deal with them. For more information,

The equity documents on an acquisition finance transaction will normally be negotiated between the sponsor and the management team, with the lawyers for the lenders having the right to review and comment on the drafts. There are some specific points in the equity documents that the lenders and their lawyers will check in order to ensure that the lenders' interests are protected. For this reason the lenders' satisfaction with the form and substance of the equity documents will typically be a condition precedent to funding the transaction. The main equity documents in an acquisition finance transaction are: • the articles of association of the top company in the group structure (topco) • the shareholders' agreement, also known as the investment agreement or subscription and shareholders’ agreement • service contracts and bonus scheme documents • loan note instrument and loan notes, and • downstream loan agreement(s) This note makes some points of general applicability before looking at each document individually. See Practice Note: Acquisition finance—key documents and parties for information on the contents of the main

It is common on finance transactions for group companies in another jurisdiction, or that own assets located in another jurisdiction, to grant security for the financing. In such cases, local counsel will normally need to be instructed to advise on the relevant legal requirements. See Practice Note: Instructing and managing local counsel for information about instructing local counsel. Security documents (other than those governed by English law), will normally be drafted by local counsel for the lenders and checked by the lenders' main counsel before being reviewed by lawyers acting for the borrower group. Guarantees from a group company located in another jurisdiction will often be granted under the facilities agreement itself, but may also be provided separately. In either case, local lawyers will need to be instructed to review the wording and advise on any legal issues. This note discusses: • reviewing local law security documents as main lawyers for the borrower group • reviewing local law security documents as main lawyers for the lenders • signing and perfection issues The

STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where a supplier which, having contracted to provide services to a customer, engages a subcontractor to perform all or part of those services. Although the subcontractor remains responsible for carrying out prescribed right to work checks on individuals it employs or engages to perform the subcontracted services, the supplier may be treated as 'employing' any individual who personally performs the services and so may also be held liable for illegal working unless it satisfies the prescribed requirements for establishing a statutory excuse. The extended liability requirements apply to relevant contractual arrangements entered into on or after 1 October 2026. See News Analysis: Extended scope of the right to work regime: how will it work in practice? and LNB News 14/09/2026 18 for further information. This

This Practice Note considers the amended 2012 Criminal Injuries Compensation Scheme which came into force on 13 June 2019. Reasons for reviewing the decision If the victim of crime is dissatisfied with the original decision of the Criminal Injuries Compensation Authority (CICA), either because no award has been made or because the award made is too low, they can ask for the decision to be reviewed. Note that there is no guarantee that a review of the CICA decision will result in an increase in an award being made and it could result in a less favourable decision. Time limits Should an applicant wish to review a CICA decision, the application for a review must be sent so that it is received within 56 days after the date of the written notice of decision. It is important to ensure that receipt is achieved within the specified time. An extension of time may only be granted

TMT analysis: In October 2023, the Department of Science, Innovation and Technology (DSIT) launched a consultation to review the broadband Universal Service Obligation (USO) to determine whether the USO requires change. Marcus Bagnall, partner of Wiggin LLP considers the background to the broadband USO, the key proposals in the consultation and practical effects for telecommunications providers and consumers.

Reviews in insolvency proceedings A review in insolvency proceedings is where the court revisits and reviews an order already made by it. The review process (in both corporate and personal insolvency) allows a decision to be reviewed either by the judge that made it (see Official Receiver v Bathurst) or by another judge (see Re W & A Glaser Ltd). The power to review orders is unique to the insolvency court. The power of the corporate insolvency court to review its own orders is contained in Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, r 12.59(1), which states that the corporate insolvency court can review, rescind or vary any order made by it in the exercise of its jurisdiction. The provision for the personal insolvency court is contained in section 375 of the Insolvency Act 1986 (IA 1986). This provision (similar to the corporate insolvency provision) states that the court may review, rescind or vary any order made by it in the exercise of its jurisdiction. Reviews must not be seen

The International Securities Lending Association (ISLA) has published the revised 2020 US Tax Addendum to the Global Master Securities Lending Agreement (GMSLA) 2010 with supplementary guidance notes. The revised addendum ‘provides a broader approach, covering Qualified Derivative Dealer and Qualified Securities Lender statuses concurrently’. The revised addendum also covers a number of issues such as FATCA non-compliance tax risk on collateral securities that are not substituted ahead of income dates.