Restructuring & Insolvency analysis: Can the court dismiss a bankruptcy petition where the creditor refuses a reasonable offer of security—even if the debtor is insolvent? Richard Ascroft of Guildhall Chambers welcomes the Court of Appeal’s recent clarification of the circumstances in which the jurisdiction under section 375(1) of the Insolvency Act 1986 (IA 1986) may be exercised.

Ireland—Employment analysis: This article was written by Noeleen Meehan of A&L Goodbody LLP

This Practice Note considers the key concept of the seat of an arbitration, with a particular focus on the law of England and Wales and Northern Ireland (England and English are used as shorthand throughout). Practice Note: Choosing the seat of arbitration may also be of interest. The importance of the arbitral seat The arbitration seat is the juridical (or legal) place of the arbitration (sometimes referred to as the locus arbitri). The law of the seat (the lex arbitri) governs many aspects of the arbitral procedure and the award—it is inextricably linked to ‘what may be referred to as the curial or supervisory jurisdiction of the courts’ to support and enforce the arbitration (Enka v Chubb). It ‘indicates a link between the arbitration and a system of law’ (Process & Industrial Developments v Nigeria). The concept of the seat of the arbitration is one of the most important in international arbitration proceedings because it informs (and often determines): • the applicable procedural law of the arbitration

This Practice Note has been archived because on Tuesday 18 October 2016, the government announced its decision to cancel plans for the creation of a secondary annuity market on the grounds that the need for consumer protections would have restricted the development of such a market. For more information on this decision, see Decision to cancel plans for the creation of a secondary annuity market, below. This means that pensioners who sell their annuity income will remain subject to an unauthorised payment tax charge of 55% (increasing to 70% in some cases) if they reassign their annuity. For more information on unauthorised payments, see Practice Note: Authorised and unauthorised payments. Meaning of 'secondary annuity market' The term 'secondary annuity market' first appeared following the March Budget 2015 when the government announced that it intended to remove the restrictions on buying and selling existing annuities to allow pensioners to sell their annuity income to institutional investors (eg insurance companies, pension funds, asset managers and intermediaries) without unwinding the original annuity contract. The creation of a secondary annuity

A notice under section 3A of the Landlord and Tenant Act 1985 (LTA 1985) must be served where a reversion to premises that consist of or include a dwelling is assigned, and: '(a) the tenant is a qualifying tenant within the meaning of Part I of the Landlord and Tenant Act 1987 (tenants' rights of first refusal), and (b) the assignment was a relevant disposal within the meaning of that Part affecting premises to which at the time of the disposal that Part applied' The notice is required to state that the Landlord and Tenant Act 1987 (LTA 1987) applied to the disposal and that

The right to buy (RTB) is provided for in Part V of the Housing Act 1985 (HA 1985). HA 1985, s 122 provides that a secure tenant claims to exercise the right to buy by serving written notice to that effect on their landlord. HA 1985, s 123(1) permits a secure tenant, in the notice which they serve, to require that the right to buy includes a maximum of three members of their family who are not joint tenants with them: ‘A secure tenant may in his notice under section 122 require that not more than three members of his family who are not joint tenants but occupy the dwelling-house as their only or principal home should share the right to buy with him.’ HA

What is a security agent? The role of the security agent is very important in syndicated transactions. In a syndicated loan transaction, the security agent (also known as the ‘security trustee’) is the party that holds the transaction security on trust for the lenders and any other secured creditors, such as hedging counterparties. Despite being more commonly referred to as a security agent, the nature of the role is not one of agency but one of trusteeship. The use of a trust structure to hold the transaction security has significant advantages in syndicated lending where the group of creditors typically changes over time as and when lenders transfer their loans to new lenders (see Practice Note: Introductory guide to loan transfers). The key advantages are as follows: • the trust structure avoids the need for security to be granted separately to each of the creditors, which can be expensive and time consuming, and • the security is vested in the security trustee for the benefit of the existing secured creditors and any parties that become secured creditors

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note looks at the procedure for establishing a tax-advantaged share plan, such as a company share option plan (CSOP), share incentive plan (SIP) and save as you earn (SAYE) scheme (a Qualified Plan). The procedure is slightly different for enterprise management incentives (EMI) plans and this is not discussed here. For further details on EMI schemes, see Practice Notes: How EMI schemes work and key features—advance assurance and EMI—notification of grant of options to HMRC. Overview If a company is eligible to offer a Qualified Plan (see Practice Notes: CSOP—qualifying companies and qualifying shares, SAYE—companies which qualify to operate an SAYE scheme and SIPs—qualifying companies and type of shares) and has a set of plan documents which complies with the legislation, it can simply start granting awards under it and those awards will potentially be eligible for the tax breaks under the legislation. There is no longer any requirement for advance approval of the plan from HMRC. But,

PI & Clinical Negligence analysis: In Chinda v Cardiff & Vale University Health Board, the court found that there must be some significant alteration in the circumstances of a case which would justify an offeror withdrawing or changing the terms of an offer, and the claimant’s vulnerability (when viewed in tandem with other factors) did not meet this test; the claimant was held to his Part 36 offer, with the court declining permission to withdraw it. Charlotte Wilk of Gatehouse Chambers considers the matter.

Exchange of contracts for the sale and purchase of land constitutes a binding agreement, and the death of one party to the contract does not affect the validity of the contract. The benefit and burden of the contract will pass to the personal representatives of the deceased who are bound to complete. The surviving party would be entitled to insist that

Unity of seisin applies to both freehold easements and restrictive covenants: a person cannot have rights or obligations against themselves as owner of the dominant/benefitted land and the servient/burdened land respectively (provided that they hold the land in the same capacity). The easement or covenant is automatically extinguished. For further information, see Practice Notes: • Easements—extinguishing • Modification and discharge of restrictive covenants, in particular section: Covenants ceasing to be enforceable In

TMT analysis: The court allowed a libel claim by two individuals who had been called ‘paedophiles’ on Twitter, supposedly as a rhetorical flourish, and dismissed the defendant’s counterclaim that he had been libelled, first, when called a ‘racist’. All had a national profile and, unknown to the defendant, the claimants’ reputations were particularly vulnerable. The case confirms that, even in respect of grave allegations, claimants will fail to meet the serious harm threshold unless they can prove the real-world impact of the allegations and isolate the harm caused by the specific words complained of, as distinct from other potential sources of reputational harm. The court also held that reply-to-attack privilege is not a ‘licence to defame’. Written by Harry Eccles-Williams, managing associate, and Agatha Hunt, trainee solicitor, at Mishcon de Reya LLP.