1 General Date of meeting [Insert date] Persons in attendance (name(s) and role(s)) [Insert name(s) and role(s)] 2 Review of the business plan Review of the legal form and activities of the firm [State your conclusions on whether the business plan accurately reflects the legal form of your firm and the activities you undertake. If not, state any action points including details of the required outcome, the person responsible for taking those actions and timetable/deadline in section 3.] Check details of key people and professional advisors identified in the plan are current [Confirm details are current. If details are out of date, state any action points including details of the required outcome, the person responsible for taking those actions and timetable/deadline in 3.] Review of client groups to be served, including how we will provide our services—have any changes

A trader’s ‘business premises’ means any: • immovable retail premises where the activity of the trader is carried out on a permanent basis, or • movable retail premises where the activity of the trader is carried out on a usual basis

An inheritance tax relief which applies to reduce the value transferred by a transfer of value.

This Practice Note summarises the law, guidance and practice relating to the Business Protection from Misleading Marketing Regulations 2008, SI 2008/1276 (BPR 2008), which regulate business-to-business (B2B) advertising in the UK. It explains misleading advertising, comparative advertising, and the offences and due diligence defence within the context of BPR 2008. For detailed information on the rules applicable to comparative advertising, see Practice Note: Comparative advertising. Background BPR 2008 came into force on 26 May 2008, implementing Directive 2006/114/EC, the EU Misleading and Comparative Advertising Directive into UK law. BPR 2008 focus on B2B behaviours. They prohibit misleading B2B advertising and specify the conditions that comparative advertising must satisfy to be lawful. At the same time as BPR 2008, the Consumer Protection from Unfair Trading Regulations 2008, SI 2008/1277 (CPUTR 2008) came into force, implementing Directive 2005/29/EC, the EU Unfair Commercial Practices Directive (EU UCPD) into UK law. CPUTR 2008 protected consumers from unfair trading by prohibiting certain unfair practices until 6 April 2025, when it was revoked and replaced by the provisions of Part 4, Chapter 1 of

Restructuring & Insolvency analysis: In The Mayor and Commonalty and Citizens of the City of London v Robinson Webster (Holdings) Ltd, the High Court, sitting as a Divisional Court (Lord Justice Holgate and Mr Justice Mould), considered the effect of company voluntary arrangements (CVAs) on liability for non-domestic rates on unoccupied property. Allowing the City of London Corporation’s appeal, the court held that a tenant subject to a CVA remained the ‘owner’ of premises for the purposes of section 45 of the Local Government Finance Act 1988 (LGFA 1988), even where its lease had not been surrendered, notwithstanding CVA provisions requiring the tenant to ‘exit’ the premises and offering to relinquish possession. The court’s analysis clarified that the purposive interpretation of ‘owner’ adopted in Rossendale BC v Hurstwood Properties (A) Ltd applies where a right to possession is created solely to avoid liability for rates. Rossendale does not justify reallocating liability between landlord and tenant where the underlying lease is a genuine commercial transaction. The judgment provides important guidance on the limits of CVAs in affecting proprietary rights and confirms that Parliament has not exempted companies subject to CVAs from liability for non-domestic rates on unoccupied property. Written by Katherine (Kate) Traynor, barrister at Landmark Chambers.

This Practice Note covers mandatory and discretionary relief for charities from business rates, empty business rates, mitigation and risk. FORTHCOMING CHANGE: The Charities Act 2022 (CA 2022) received Royal Assent on 24 February 2022 and will be implemented on a staggered basis up to March 2024. CA 2022 implements the majority of the recommendations from the 2017 Law Commission report, ‘Technical Issues in Charity Law’. For a summary of the recommendations that have been accepted, see News Analysis: Government response to Law Commission report ‘Technical Issues in Charity Law’. For further guidance on the implementation of CA 2022, see News Analysis: Charities Act 2022—what do we know so far? Discretionary relief Under sections 43(6) and 47 and of the Local Government Finance Act 1988 (LGFA 1988) and LGFA 1988, Sch 4ZA Pt 2, para 2, charities occupying commercial property qualify for a mandatory 80% discount on business rates, provided the property is used wholly or mainly for charitable purposes. Local authorities (LAs) also have the discretion to grant the remaining 20% as a further discount. This can be relevant:

Business rates are generally payable by the relevant ‘owner’ in relation to unoccupied non-domestic property, but there are certain exemptions. This Practice Note covers liability for business rates for unoccupied property, including common exemptions (often known as ‘empty rates relief’) with an emphasis on the position in England. Occupation and possession are key, whether actual or deemed through ownership. Empty properties: rates Business rates are generally payable by the relevant ‘owner’ in relation to unoccupied non-domestic property, but there are certain exemptions. A ratepayer is liable for the full non-domestic rate whether a property is wholly occupied or only partly occupied. Where a property is partly occupied for a short time, the local authority has discretion in certain cases to award relief in respect of the unoccupied part. The ‘owner’ of a hereditament or land for ratings purposes (and therefore the person liable for business rates) is the person entitled to possession of it. See section 45 of the Local Government Finance Act 1988 (LGFA 1988). See Practice Note: Liability for business rates—Owners. LGFA

What are business rates? Business rates (also known as 'non-domestic rates') are the way in which businesses contribute towards the cost of local authority services. They are an annual tax on commercial property and can be a significant proportion of occupancy costs. Who pays? This is defined by the Local Government Finance Act 1988 (LGFA 1988), which identifies three categories of ratepayer—occupiers, owners and persons named in the central ratings list. An occupier is a person who on any day in a chargeable financial year is in occupation of all or part of a hereditament. An owner is the person entitled to possession of the hereditament. Persons named in the central ratings lists are individuals in occupation of certain hereditaments which The Secretary of State believes should be included in the central ratings list for England and Wales. For further information please see Practice Note: Business rates—liability for business rates. It is often necessary to identify the rateable occupier in order to identify the hereditament, as the two are inextricably linked. There cannot be more

Business record exception describes the admission of hearsay statements contained in documents created or kept in the ordinary course of a trade, business, profession or public authority, on the premise that routine record‑keeping is sufficiently reliable. It is a descriptive label; admissibility is governed by statute and procedural rules in each jurisdiction.England and Wales: In criminal proceedings, section 117 Criminal Justice Act 2003 permits “business and other documents” where the document was created/received in the course of business, information was supplied by someone with (or reasonably supposed to have) personal knowledge, and reliability safeguards are met; hearsay notice is required under the Criminal Procedure Rules. In civil proceedings, hearsay (including business records) is admissible under the Civil Evidence Act 1995, with weight assessed under section 4; CPR 33 requires a hearsay notice if the maker is not called.Scotland: In civil cases, the Civil Evidence (Scotland) Act 1988 allows hearsay, so business records are routinely admitted with weight for the court. In criminal cases, there is no broad business‑records gateway; admission turns on specific statutory provisions (e.g., Criminal Procedure (Scotland) Act 1995) and certificates.Northern Ireland: Article 18 Criminal Justice (Evidence) (Northern Ireland) Order 2004 mirrors the CJA 2003 approach; civil hearsay is governed by the Civil Evidence (Northern Ireland) Order 1997.Ireland: Section 5 Criminal Evidence Act 1992 admits business records in criminal cases, subject to conditions and notice. Civil admissibility relies on common law and specific statutes. Bankers’ Books Evidence Acts operate separately across all jurisdictions.

This precedent has been prepared on the basis that the drafter is acting for the buyer The following warranties have been drafted for a transaction where the Buyer: 1 decides to replicate pension benefits for transferring Employees in the same pension scheme by entering a deed of substitution to participate and assume responsibility for the scheme, or 2 agrees to accept a transfer of Employees’ past service benefits from the Seller’s pension scheme to its own scheme. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Interpretation and definitions For the purposes of paragraphs 2 to 7 inclusive: [ Employee means [define as necessary either by class or named individuals];] Pension Scheme [s] mean[s] [[insert name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants.]

This precedent has been prepared on the basis that the drafter is acting for the buyer The following warranties have been drafted for a transaction where: • the Buyer will provide pension benefits in its own arrangement or with an appointed provider, and • Employees’ past service benefits will not be transferred to the Buyers’ arrangement You are strongly advised to involve a pensions specialist at the earliest opportunity 1 Definitions For the purposes of paragraphs 2 to 7 inclusive: Employee means [[define as necessary either by class or named individuals]; Pension Scheme[s] mean[s] [[name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants]. 2 No other obligations or commitments 2.1 Except as provided for by the Pension Scheme[s], [the Seller] is not participating and never has participated in any agreement or arrangement, or has

An indemnity may be defined as a contractual obligation falling upon one contracting party (the indemnifier) and owed to another contracting party (the indemnified party), the obligation being for the indemnifier to pay or otherwise compensate the indemnified party in respect of specified liabilities incurred or assumed by the indemnified party (such liabilities usually manifesting after signing of the contract). Seller's limitation of scope of indemnities Typically, the scope of an indemnity may be limited in the following ways: • by limiting the types of liabilities for which indemnification is to be provided—eg an indemnity can be limited to liabilities incurred: ◦ directly from a given set of circumstances and not extend to liabilities incurred indirectly from, or merely in connection with, those circumstances, and/or ◦ before completion of the business sale—for further information in relation to this, see Continuing breaches, below • by limiting the time period over which the indemnity is to be provided • by restricting the amount that can be claimed under the indemnity (known as an indemnity cap) • by setting out requirements