In a construction context, it is usual for the parties to create provisions in order that they can assign the benefit of various underlying contracts to a third party in the future. For example, as may be the case in this scenario, an employer may wish to assign the benefit of its building contract with the contractor to the purchaser of the completed development. This can be undertaken by way of a deed of assignment. It is helpful to go back to first principles in this instance. In particular, an assignment is the transfer of an existing right or interest in

The Directors [Insert company name] [Insert company address] [insert date] Dear Directors [Insert company name] Limited (the Company) [I OR We], [[insert individual’s name] of [insert address] OR [insert company name], a company incorporated in [England and Wales OR [insert other country of incorporation]] under number [insert company registration number] whose registered

This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves split exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner: ◦ to be named as the seller in the SPA instead of the registered holder, and ◦ to procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in the first draft or later versions of the SPA provisions

This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in the first draft or later versions of the SPA provisions where

Commercial analysis: The Commercial Court has granted an application for summary judgment brought by Moeve Trading S.A.U. (the Sellers) against Mael Trading FZ LLC (the Buyers) in an action for the price of goods under section 49(1) of the Sale of Goods Act 1979 (SGA 1979). In doing so, the court confirmed the position on a buyer’s liability for payment of the price where a letter of credit (LC) has been issued, but the bank has not paid out so that the shipping documents have not been transferred directly to the buyer. Written by Andrew Meads and Lucy Wickham of Hill Dickinson.

This Guide provides an overview of the steps involved in selling your home. It is intended to provide you with a basic outline of the conveyancing process from the acceptance of an offer to the completion of the sale. 1 Property offer accepted You accept the buyer’s offer for your property and the property is taken off the market. 2 Solicitors instructed At this point, you must instruct a conveyancer (as will the buyer). Solicitors, licensed conveyancers, chartered legal executives and CILEx conveyancing practitioners are qualified to carry out conveyancing work. 3 Client care process On being instructed, each conveyancer sends their respective clients an engagement letter (which is effectively the contract between conveyancer and client under which the conveyancer agrees to act for the client) highlighting their fees, terms and conditions, identification requirements and any forms that must be completed and returned. 4 Survey commissioned The buyer

The seller may attempt to qualify the warranties by its knowledge, information or belief on the basis that it cannot be expected to disclose matters which it does not know about. Common examples of knowledge qualifiers within a warranty for a share or asset purchase are the inclusion of terms such as ‘to the seller’s best knowledge’, ‘so far as the seller is aware’ or ‘to the best of the seller’s knowledge and belief’. Often the knowledge qualifier will be defined within the contract itself. If there is no definition or guiding principle within the contract itself, the common law will step in to assist.

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means[ fully, fairly and accurately] disclosed[ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading)] in such manner and in such detail as to enable a buyer to make a clear, informed and accurate assessment of the facts, matters or circumstances concerned; Warranties • means the warranties[ and representations] set out in Schedule [insert number] and Warranty means any one of them; Warranty Claim • means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or circumstance which is inconsistent with, contrary to, or involves, relates to or is otherwise a breach of, any of the Warranties and Warranty Claims means more than one of them;  1 Warranties 1.1 Subject to Schedule [insert limitations on the

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means[ fully,] fairly[ and accurately] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading)] [ in such manner and in such detail as to enable a buyer to make a clear, informed and accurate assessment of the facts, matters or circumstances concerned OR with sufficient details to enable a buyer to identify the nature and scope of the matter disclosed]; Warranties

STOP PRESS: The Loan Market Association (LMA) has published updated versions of the standard terms and conditions for Par and Distressed Trade Transactions, the full suite of Funded Participation and Risk Participation Agreements and the Secondary Debt Trading Documentation User Guide; taking effect from 17 March 2026. The amendments include the removal of LIBOR references, revisions to IBOR rate definitions and the Target2 definition and updated ERISA representations incorporating additional exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The updated documentation is available to LMA members only, on the LMA’s Documentation Hub. Sub-participation is a means by which a lender can transfer its risk in a loan to another entity. It is used in the loan market as an alternative to assignment or novation. For information on loan transfers in a lending context, see Practice Note: Introductory guide to loan transfers. This Practice Note: • explains what is meant by funded sub-participation, risk-participation and credit default swaps • looks in more detail at the key

Fire sale or strategic exit? The vast majority of the 10,000 or so law firms in England and Wales are made up of four partners or less. Some commentators believe many of these will not survive the new market place and will simply go out of business. Closing is not that easy: a sale is usually a better option which should offer some return for the owners’ years of endeavour. Some law firms are sold because their owners have become overwhelmed by the challenges of extra competition, the decline of legal aid and additional regulation. For others, the entrepreneurs, sale represents the successful completion of a plan to build a valuable asset and then realise that value. Selling your business to escape the stresses and strains, to retire or to make a new start may feel like a daunting and distressing decision. However if you take the right steps far enough ahead it can be the kind of success story that the entrepreneurs seek, delivering: • a good financial return • strong benefits for your clients

Selling arrangements refer to the measures introduced by the Member States which impose restrictions with regards the way the products are sold or marketed.