An occupational pension scheme that provides benefits based on accrual rate, pensionable service and pensionable salary.

Property Disputes analysis: An obligation to complete a purchase as soon as legal and banking formalities were completed was not void for uncertainty.

A transaction where the seller sells real property to the purchaser who then leases it back to the seller.

This Practice Note looks at the structure of sale and leaseback transactions, why they might be entered into and the key issues to consider when negotiating the leaseback documentation. What is a sale and leaseback? A sale and leaseback transaction allows an owner of real estate to unlock capital while retaining the use of the property. This Practice Note considers basic sale and leaseback transactions involving: • the sale by a business of some or all of its real estate in return for a cash lump sum, and • the simultaneous grant back to the business of leases of the properties which it still requires to operate its business A sale and leaseback transaction is also often used to put property into a self-invested personal pension or small self-administered scheme which is beyond the scope of this note. See Practice Note: Buying property from a SIPP or SSAS. Certain Islamic finance products work in a very similar way to sale and leaseback transactions and these are covered in more detail in Practice

1 Assignment of construction documents ‘Deed of Assignment’ means the deed of assignment of the construction

Purchase agreements for second hand aircraft are entered into between an aircraft owner (as the seller) and, in the majority of circumstances, an airline or aircraft leasing company (as the buyer). The terms of purchase agreements are usually kept confidential between the parties but some terms will be disclosed to a lender to the buyer if it is providing the airline with funding with respect to an aircraft to be purchased in accordance with the terms of that purchase agreement. There is no standard form purchase agreement with respect to second hand aircraft, although some sellers will have a form of purchase agreement which they prefer to enter into with their customers. The requirements of different parties in relation to second hand aircraft sale and purchases and the commercial details of such transactions vary considerably, and are discussed in more detail below. Key provisions of a purchase agreement Set out below are the most important provisions in a purchase agreement for second hand aircraft. Agreement for sale and purchase This clause sets out the aircraft

This Practice Note considers a typical transaction involving the sale and purchase of a second hand commercial ship and in particular covers: • the main standard forms used in the market • the delivery process • transfer of title and risk • delivery free from encumbrances • the identity of the parties, and • the key considerations for financiers For further information on the steps to be taken and the documentation required when acting for the buyer of a vessel to be registered in the UK, see: Shipping finance closure—checklist. There are certain aspects of the sale and purchase of superyachts that notably differ from similar transactions involving commercial ships. For further detail on these, see Practice Note: Superyacht finance—sale and purchase of superyachts. Memorandum of Agreement Many second hand ship sales are negotiated through sale and purchase brokers (widely known as 'S&P' brokers) on behalf of their principals. They will negotiate through a series of written exchanges culminating in what is commonly referred to as the 'recap'. Depending on its

1 Definitions In this clause [1] the following definitions apply: Contaminated Land Regime • Part IIA of the Environmental Protection Act 1990 as amended from time to time and the Statutory Guidance Contamination • the presence or accumulation of any Hazardous Substances at, in, on or under the Property [at or prior to the Completion Date] [at any time whether before or after the Completion Date] Environment • all or any of the following media, namely air, land, water (including surface water and groundwater) and any living organisms (including man) or systems supported by those media Environmental Law • all applicable laws, statutes, secondary legislation, common law, directives, regulations, codes of practice and guidance

Produced in partnership with ELM Law As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this content. For further guidance, see Practice Note: Brexit—impact on environmental law and News Analysis: Brexit Bulletin—key updates, research tips and resources. Schedule Environmental Provisions 1 Definitions In this Schedule the following words unless the context otherwise requires have the following, meanings Contamination the presence or accumulation of any Hazardous Substances at, in, on, over or under the Property Contaminated Land Regime

Commercial analysis: This analysis considers the court’s approach to the measure of loss for damages claimed under section 53(2) of the Sale of Goods Act 1979 (SGA 1979). McAlpine Grant Ilco Limited (MGI) supplied an industrial refrigeration unit to a third party (AMS) which kept high value pharmaceutical products in the unit. Soon after, the unit failed, and the goods perished. MGI settled a claim brought by AMS, and then sought to recover the settlement sum from its supplier, AFR Refrigeration Limited (AFR). At first instance, the claim failed because the losses were found to be too remote. That decision was reversed on appeal because the court had conflated the test under SGA 1979, s 53(2) with the second limb test under Hadley v Baxendale, which additionally required the court to consider whether the losses would have been in the parties’ contemplation. SGA 1979, s 53(2), however, simply required the court to determine the direct and natural consequences flowing from a breach of warranty. Written by Graeme Kirk, commercial barrister, at Lamb Chambers.

FORTHCOMING CHANGE: On 28 October 2026, as part of Budget 2026, it was announced that with effect from 6 April 2027, the exception to the EMI independence requirement for companies subject to an Employee Ownership Trust (EOT) would be extended to companies subject to arrangements to become controlled by an EOT. This document is being updated to reflect these changes. See: Budget para 6.258 and OOTLAR para 1.6. What is an employee ownership trust An employee ownership trust (EOT) is a particular type of employee benefit trust (EBT) that meets certain statutory criteria. The concept of an EOT was introduced under the Finance Act 2014 in conjunction with certain tax benefits that became available for companies that are owned by an EOT and for individuals who dispose of shares to an EOT. If the strict statutory criteria are not satisfied in relation to the EOT, then these tax reliefs will not be available. For further details on EOTs and details

What is an employee ownership trust? An employee ownership trust (EOT) is an employee benefit trust that meets certain statutory criteria within the tax legislation. The Finance Act 2014 introduced certain tax benefits that became available for companies that are owned by an EOT and for individuals who dispose of shares to an EOT. For information on EOTs generally, including a summary of the main features and tax reliefs, see Practice Note: Employee ownership trusts. For an examination of several of the pitfalls present, and errors or misunderstandings that may be made when setting up or operating an EOT, see Practice Note: Pitfalls of setting up and operating an employee ownership trust. This Practice Note is concerned with some of the tax and practical issues that may arise in connection with a sale by the trustees of an EOT of a company that is already held by that EOT. For more information about the