Where a seller of property makes a false statement of fact, and the buyer relies on that in entering the contract, it may be appropriate to consider a claim for misrepresentation. Such a claim arises where one party

The guarantor will only have been bound until the end of the previous tenancy agreement (TA). When the new TA was granted (whether the previous TA came to an end by effluxion of time or implied surrender upon the grant of the new TA) the new TA will have created a new relationship of landlord and tenant in which the (former) guarantor plays no part. See Practice Note: Variations and guarantors. The same will apply in respect of the tenant who was missed

This answer relates only to private limited companies, which are able to utilise the solvency statement procedure under the Companies Act 2006 to reduce their share capital. The resignation of certain directors prior to the remaining directors signing a solvency statement will not, as a matter of company laws invalidate any capital

It is unclear from this Q&A whether the original term of the Assured Shorthold Tenancies (AST) has expired, or that the new tenancy agreement is a ‘renewal or extension’. The Q&A states that a new tenancy has been granted (albeit at a higher rent than was paid in the original AST and for a further fixed term). Assuming the original term

Under section 5(2) of the Housing Act 1988 (HA 1988), upon the expiry of a fixed-term assured shorthold tenancy (AST), a periodic tenancy arises on the same terms and conditions. This does not apply if the tenancy comes to an end by order of the court or surrender or other action on the part of the tenant. It is assumed for the purpose of this Q&A that HA 1988, s 5(2) applies to this tenancy. However, if that is not the case and the tenancy has been varied, the guarantee may have been released. A guarantee can be lost where changes are made (expressly or by conduct) to the underlying contract, unless the guarantor consents, or

We cannot locate any authority providing that a current (or previous) guarantor needs to be a party to a surrender for the surrender to operate. However, a current guarantor will often be party to the agreement to surrender (see Precedent: Agreement for surrender ) and/or surrender deed in order to: • ensure that the tenant, and therefore the guarantor,

We have assumed that the guarantor becoming insolvent gives rise to the right to forfeit under the terms of the lease. Is the guarantor's passing of a resolution to wind up the company a once and for all forfeiture event or is it an ongoing event? Some breaches are seen as continuing breaches and some are once and for all breaches.

This Practice Note provides an overview of the agreement for the purchase of some or all of a company's assets (the APA). See Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form. The APA records the terms by which the buyer agrees to purchase from the seller the assets of the target business (the Assets) and is the key document in any asset purchase transaction. The buyer agrees to pay the seller the purchase price for the acquisition of the Assets (the Consideration) in return for which the seller transfers the title in the Assets by the appropriate mechanism (which will depend on the type of asset being transferred). Certain assets can be transferred by delivery and the APA will be sufficient in itself to transfer such assets but other types of asset will require additional documentation to transfer them to the buyer. As only the assets that are specifically referred to in the APA will be transferred, care should be taken in defining these assets in the APA. The buyer will not acquire any assets (or liabilities)

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company incorporated in the UK admitted to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the Main Market of the London Stock Exchange (Main Market). This Practice Note is equally applicable to a public limited company incorporated in the UK which is admitted to trading on AIM if a cash box structure for a placing is used. The cash box structure The following diagram illustrates in summary how a cash box structure operates in connection with a placing: The cash box structure works as follows: • Cashbox Co is established as a subsidiary of PLC with two classes of shares—ordinary shares and preference shares. PLC holds just less than 90% of the ordinary shares in Cashbox Co and the Investment Bank holds just over 10% of the ordinary shares. The Investment Bank agrees to subscribe for

Deadlock (50:50) joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an equal number of shares), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such deadlock JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement, and Checklists: Corporate joint venture preliminary issues—checklist

Majority/minority joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a majority/minority corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an unequal number of shares, ie one holds a majority interest and the other holds a minority interest), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such majority/minority JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement,

Subscription and shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a subscription and shareholders’ agreement involving the subscription for shares (and, possibly, loan notes) in a private limited company (incorporated in England and Wales) by a private equity (or venture capital) fund investor (the investor) pursuant to a venture capital (VC) transaction, where the transaction involves split exchange and completion (ie there are conditions to completion of the subscription and shareholders’ agreement). The transaction will involve an investment into an existing company (the Company), where the existing shareholders (generally founders of the business) retain their previously issued/existing shares in the Company. Set out below are issues to consider when drafting and/or reviewing the key provisions of a subscription and shareholders’ agreement (SSA). Parties The investee company While the primary parties to the SSA will be the relevant investor and the Company’s founders, it will also typically include the Company as a party, ie the entity in which the investor and founders will hold their shares.