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PRACTICE NOTES
Types of tidal and wave technologies Tidal energy refers to technologies which harness the power of the surge in ocean water during the rise and fall of tides. As the technology currently stands, tidal power can be split into three main categories: tidal stream, tidal barrage and tidal lagoon. Tidal stream uses strategically placed turbines, which can be floating or fixed to the seabed, to harness energy from the flow of water as the tide moves in and out. Barrages are built across rivers, bays or estuaries and act as a dam that retains water as the tide rises and releases it through turbines to generate power. Tidal lagoons are similar to barrages, retaining water in a man-made structure on the coastline and generating power through turbines as the lagoon fills and empties. Wave energy refers to technologies which harness kinetic energy from the changing height and speed of the ocean swell. Wave power technology is in its infancy and there is no consensus on the most efficient design with
PRACTICE NOTES
This Practice Note provides an introduction to Senedd Cymru, the Welsh Parliament (commonly known as the Senedd). It considers how its members are elected and how it exercises its law-making powers. Formerly the National Assembly for Wales, the Senedd was renamed on 6 May 2020. Assembly Members were renamed Members of the Senedd (MSs) and Acts of the National Assembly for Wales were renamed as Acts of Senedd Cymru. For background reading, see News Analysis: Senedd Cymru—Why has the National Assembly for Wales changed its name? Which voting system is used in Senedd elections? Until 2026, the Assembly and then the Senedd were elected by an additional member system. This system combined two types of voting. First, people voted for a candidate to represent their constituency using the First Past the Post method. They also had a second vote, using proportional voting to choose candidates from lists to represent regions. The combination of these two votes elected all 60 Members of the Assembly, then the Senedd. This system was replaced by the Senedd Cymru (Members
PRACTICE NOTES
This Practice Note provides an introduction to the Northern Ireland Assembly. It considers how its members are elected and how it makes laws. The broader context of decision-making in Northern Ireland (with a focus upon certain specialities of the devolution arrangements necessitated by recent history in Northern Ireland) is discussed separately in Practice Note: The process of decision making in Northern Ireland. Which voting system is used in Northern Ireland Assembly elections? Each parliamentary constituency in Northern Ireland elects five members to the Assembly (known as Members of the Legislative Assembly or MLAs), by way of Single Transferable Vote. Bearing in mind the population which it serves, the Northern Ireland Assembly is larger (in relative terms) than the devolved legislatures established in other parts of the United Kingdom. It is not possible for the Assembly itself to pass legislation which would change the size of the Assembly, unless cross-community support is obtained. The Assembly sits for a fixed term (section 31(1) of the Northern Ireland Act 1998 (NIA 1998)), although provision
PRACTICE NOTES
This Practice Note provides an introduction to the Scottish Parliament. It considers how its members are elected and how it exercises its law-making powers. Within that context, it also describes how the Scottish government is formed, and the functions which it performs. Which voting system is used in Scottish Parliament elections? Elected representatives in the Scottish Parliament are known as Members of the Scottish Parliament (MSPs). The voting system which is used (known as the Additional Member System) combines a simple ‘first past the post’ constituency vote, with an element of proportionality. On election day, two votes are cast by each voter: • one for an MSP to represent the voter’s constituency (eg Edinburgh Central), and • another for a political party or individual included on a regional list (eg the region of Lothian) There are 73 constituency Members and 56 regional Members. The ‘first past the post’ system is used to select the MSP for each constituency. Thereafter the ‘list’ votes are used to allocate a number of MSPs to parties
PRECEDENTS
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PRACTICE NOTES
Factors influencing structure How a proposed buy-out is to be structured will typically start to be considered fairly early on in the process and will usually be set out in a document prepared by the sponsor's tax advisers and termed the tax structure paper or memorandum. The structure will often evolve as the transaction progresses as new information comes to light and professional advice is finalised. The term 'structure' in this context generally refers to: • the corporate structure established to make the acquisition; • the insertion of funds into the corporate structure and their movement within the group to where they need to be on completion; and • the steps required to give effect to the acquisition, the investment by the sponsor and any reinvestment by management The two elements are naturally linked. Structure can also sometimes be used to refer to determining the capital structure more broadly, ie the sources of the funds for the acquisition and their respective amounts. For information on the various ways a buy-out can be financed, see
CHECKLISTS
This is an example of the structure that a development project may take. The documents and structure
PRACTICE NOTES
This Practice Note is intended as an introductory guide to facility agreements (loan agreements) for those new to lending transactions. It discusses the usual components of a bilateral, committed facility agreement to a corporate borrower and links out to further information. For a more comprehensive introductory guide to lending transactions, see Practice Note: Introductory guide to lending and for introductory information on drafting and negotiating a facility agreement, see Practice Notes: Negotiation guide—facility agreement, How to draft and negotiate a facility agreement and Drafting techniques and contract language. Where appropriate, this Practice Note highlights relevant provisions in Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee and the Loan Market Association (LMA) investment grade multicurrency and revolving term facilities agreement with/without observation shift (the LMA facility agreement) (available to LMA members on the LMA website). Note the LMA facilities agreements are for use on syndicated rather than bilateral transactions—see Practice Note: Bilateral, syndicated and club arrangements. For clause by clause commentary, see Practice Note: Loan
PRACTICE NOTES
What is a facility agreement? Many construction projects, particularly larger ones, require external funding from banks or other lenders to finance them during the construction process. The borrower will typically enter into a facility agreement with the lender (or group of lenders), which records the terms and conditions of the arrangement. Typical structure The detailed contents of a facility agreement will differ depending on a number of factors including the type of facility being offered and what the facility is to be used for. The principal aim of a facility agreement is, however, to ensure that the lender's capital is repaid when due and that the lender makes the profit it expects on the loan at the time agreed. Most facility agreements will therefore share very similar types of provisions, often arranged in a similar basic structure. This Practice Note discusses the usual components of a bilateral, committed, facility agreement to a corporate borrower for a construction or development project. Please note that in many cases the parent company of the borrower may also
PRACTICE NOTES
Types of awards Different types of awards can be granted under a long-term incentive plan (LTIP) and more than one may be offered under the same plan. The types of awards that are most commonly granted include: • conditional share awards (or restricted stock units) • share options • forfeitable shares (sometimes referred to as restricted shares), and • stock appreciation rights Conditional share awards (or restricted stock units) A conditional share award, also called a restricted stock unit (RSU), is a promise to grant shares subject to the attainment of a period of service and/or performance conditions. The employee does not usually pay any monetary consideration to receive the shares, but must complete the relevant vesting criteria after which the vested shares are unilaterally transferred to the award holder. Share options A share option is a right to acquire shares in the company at a set exercise price at some point in the future. This can be after a service requirement and/or performance conditions are met. Share options awarded under an
PRACTICE NOTES
This Practice Note provides an overview of the structure and purpose of local authorities. It summarises the forms of governance for local authorities. It covers the roles of members and officers. There are some basic elements of local authorities that tend to be overlooked by new members (councillors) and new officers alike, including lawyers. Structure and purpose of local authorities Local authorities are organisations, created by statute as single legal entities. Local authorities may only act in a way that they are statutorily empowered to act either under the statute by which they are established or in accordance with other legislation that adds to their powers. Not only must local authorities act in accordance with legislation, they may only carry out an action for the purpose(s) that Parliament intended when passing the relevant statutes. If a local authority fails to act in accordance with its statutory powers, or fails to act for the purposes set out, it is likely that it will be acting ‘beyond their powers’ whether deliberately, as an abuse of power,
PRACTICE NOTES
FORTHCOMING CHANGE: On 21 May 2026, the government published a policy paper containing plans to make the foreign branch exemption mandatory for UK-resident companies that conduct part of their business through foreign PEs and on 13 July 2026 draft legislation for the measure was published. For accounting periods beginning on or after 1 January 2027, companies will be required to calculate their total taxable profits on the basis that a foreign branch exemption election has been made. The draft legislation also includes (i) restrictions on the future use of carried-forward losses attributable to foreign PEs from periods before the new regime takes effect and (ii) a targeted anti-avoidance rule (effective from 13 July 2026) to counteract tax advantages arising from arrangements designed to accelerate losses or circumvent the commencement or operation of, or exploit shortcomings in, the new regime. Purpose of the regime The purpose of the foreign branch exemption is to exempt from UK corporation tax the profits of the worldwide permanent establishments (PEs) of a UK resident company.