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CHECKLISTS
Number and identity of the partners How many partners will there be and who are they? What is the capacity of each of the partners? Individual, company, other partnership, other entity or body? Which of them will be a general partner and which of them will be a limited partner? Will it be possible for new limited partners to be introduced? If so, on what basis? Will the limited partners be entitled to have business interests and engage in activities in addition to those relating to the limited partnership, including business interests and activities in direct competition with the partnership? Business details What will be the business of the limited partnership? Is it a continuing business or one-off project or projects? Are any regulatory consents, approvals and licences required for the proposed business? What will be the name of the limited partnership? Does the name conflict with an existing registered limited partnership or business name? Conduct searches at Companies House. Who is responsible for registering the limited partnership with Companies House? Will the business
PRACTICE NOTES
This Practice Note applies to England only. Although the Academies Act 2010 (AcA 2010) does apply in Wales, the provisions for creation and funding of new academies apply only in England. There are no academies in Wales. What is an academy school? Legally, free schools are academies. They are both founded or operated under AcA 2010. Academies tend to be schools which, when founded, replaced earlier maintained schools. Most free schools tend to have been set up as new schools. A few free schools have converted from independent school status. For the purposes of this Practice Note, the term ‘academy’ includes ‘free school’, unless specifically stated to the contrary. Academy schools are defined in AcA 2010, s 1A. Academy schools are technically defined as independent schools, but this independence is from the local authority (LA) for the area in which they are situated, and not from the state. They depend on Department for Education (DfE) and other independent sources for their funding and are generally required to comply with any statutory
PRACTICE NOTES
This Practice Note provides guidance on the key steps to follow by an in-house legal team when creating a panel of external preferred legal services suppliers. It assumes that a considered decision has been made to outsource some or all legal work in an organisation. It also assumes that the organisation is a private sector organisation incorporated in England and Wales and is not subject to public sector procurement rules. This Practice Note suggests a logical process to guide you through the legal outsourcing process. It is supported by various Precedents and tools. Step 1: Assemble a procurement project team The first step is to put together a legal services procurement team to lead and manage the project. This team should ideally be small (maximum six people) to avoid it becoming unwieldy. The engagement and support of business stakeholders for the project is critical to its success. It is worth identifying your key stakeholders within the organisation who use legal services provided by external suppliers, and discussing with them what their
CHECKLISTS
This Checklist sets out the order of principal steps required in order to establish a medium term note (MTN) programme. For more information on the documents referred to below, please see Practice Note: Issuing debt securities—key documentation. Appointment of the arranger • The issuer (Issuer) appoints an arranger (Arranger) to establish the programme. The Arranger may also act as a dealer or manager of future note issuances under the programme. Responsibility—Issuer and Arranger. Appointment of the dealers • The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. • In the case of a syndicated issue the Dealers and the Issuer may also execute a subscription agreement. • New dealers can join the programme after its launch through a dealer accession letter. Responsibility—Dealers, Arranger and the Issuer. Appointment of the agents • The Issuer will appoint agents to act for it on the programme. These may include a fiscal agent (Fiscal Agent) or a trustee
PRACTICE NOTES
Why establish an EBT? The first question to consider is whether an employee benefit trust (EBT) is required or appropriate for the company. There are a number of reasons why companies establish EBTs, such as: • to acquire and hold shares for the purpose of satisfying awards under an employee share scheme, see Practice Note: Sourcing shares for share schemes—comparing new issue shares, market purchase shares and treasury shares • to warehouse a certain number or a certain percentage of shares for the purposes of benefiting employees • to hedge against the cost of increases in share price when satisfying awards under an employee share scheme, see Practice Note: Share plans and share hedging • to enable bonuses in cash or shares to be deferred, see Practice Note: An introduction to deferred share bonus plans • to act as a co-owner of shares under a joint share ownership plan, see Practice Note: Introduction to JSOPs • to provide an internal market for unquoted company shares, see Practice Note: Creating a market for shares
NEWS
Arbitration analysis: Swiss setting-aside proceedings against arbitral awards follow, when compared to other jurisdictions internationally, a fairly restrictive approach. This does not only result in an extremely limited review of the merits—a worldwide practice that would not be noteworthy. But restraint is also exercised, and considerable deference is shown to the arbitrators’ decision, with respect to issues of jurisdiction and procedure. As Decision 4A_214/2022, 4A_216/2022 highlights, procedural mistakes are easily made by the parties, for instance, when inadvertently submitting to the tribunal’s jurisdiction; when invoking set-off or bringing independent counterclaims with respect to the same issue, which might affect jurisdiction; when formulating prayers for relief. Yet the Swiss Supreme Court (the first and only instance to review Swiss arbitral awards in setting-aside proceedings) refuses to ride to the rescue of those that could have helped themselves during the arbitration proceedings. Written by PD Dr Johannes Landbrecht LLB, Rechtsanwalt & Barrister, Geneva.
PRACTICE NOTES
What is settled land? Strict settlements 1925 heralded a revolution in the principles associated with the ownership of land and the methodology of the transmission of that ownership, ie conveyancing. In particular the common practice of creating successive interests in land was reformed. The Settled Land Act 1925 (SLA 1925) replaced the Settled Land Acts 1882 to 1890 and took over most but not all of their features. In this context the principle of successive interests in the ownership of land previously concerned the rather bizarre (at least as far as modern logic is concerned) situation of two or more persons having ownership rights in land but only one having the right to immediate possession of that land. In other words one had an estate in the land for their life with other owners only having a similar right when the previous life interest terminated on death. The effect was that the land could be tied up for many generations. Often this was done where it was important for family ownership continuation, although there could also be a commercial
GLOSSARY
The payment or collection of proceeds after trading a security. Settlement usually takes place some time after the deal and price are agreed.
NEWS
The European Central Securities Depositories Association (ECSDA) has updated its Central Securities Depositories Regulation (CSDR) Penalties Framework. The updated version reflects the implementation of the amendment of Article 19 CSDR Settlement Discipline Regime (SDR) concerning the collection and redistribution of penalties. As per the amendment, the process applied to non-cleared transactions will now also be applied to cleared ones.
PRECEDENTS
This Agreement is made on [insert date or leave date blank] Parties 1 [Insert Employer’s name] whose registered office is at [insert Employer’s address], company registration number [insert Employer’s company number] (‘Employer’); and 2 [Insert Employee’s name] of [insert Employee’s address] (‘you’) Recitals: (A) [You have been employed by the Employer[ or the Group Companies] since [insert date employment started] OR You were employed by the Employer and/or the Group Companies from [insert start date] to [insert Termination Date][, latterly] ] under [a contract of employment OR service agreement] with the Employer dated [insert contract date] (Employment Contract). (B) [You are currently pursuing a claim in the employment tribunal against the Employer[ and [insert details of any other parties to the relevant tribunal claims]] under claim number[s] [insert tribunal claim number(s)] (Tribunal Claim).] (C) [You are currently pursuing a claim in the High Court against the Employer[ and [insert details of any other parties to the relevant High Court claims]] under claim number[s] [insert High Court claim number(s)] (High Court Claim).] (D) [You are currently pursuing a claim in the County Court against the Employer[ and [insert details of
PRECEDENTS
This Agreement is made on [insert date] Parties 1 [Insert Employer’s name] whose registered office is at [insert Employer’s address], company registration number [insert Employer’s company number] (Employer); and 2 [Insert Employee’s name] of [insert Employee’s address] (you) FORTHCOMING CHANGES: Changes to NDAs are contained in section 6 of the Victims and Courts Act 2026 (VCA 2026) and section 24 of the Employment Rights Act 2025 (ERA 2025). Under VCA 2026, s 6 (not yet in force), a new section 17 will be inserted into VPA 2024 that will allow a victim of criminal conduct, or a person who reasonably believes they are a victim, to make a disclosure to anyone for any purpose. With the exception of 'excepted agreements', a non-disclosure agreement (NDA) will be void in so far as it purports to preclude a victim making an allegation or disclosure relating to criminal conduct (or relating to the response of the employer or other party to the NDA to criminal conduct). ERA 2025, s 24 introduces a parallel regime by inserting a new ERA 1996, s 202A, which