ARCHIVED: This Checklist has been archived and is not maintained. Brexit: As of exit day (11 pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Checklist. For further guidance, see: Brexit Bulletin—key updates, research tips and resources and Brexit collection. On 3 February 2020, the UK and EU set out their opening negotiating positions for a post-Brexit UK-EU relationship. While the Political Declaration, appended to the Withdrawal Agreement, sets out the framework for the future relationship with the EU, it is not legally binding, meaning that either side can choose to depart from parts or all of the text. If negotiations for a trade agreement between the UK and the EU fail (a no trade deal Brexit), the UK’s trade with the EU would

If a charity is proposing to buy property, there are a number of issues that the charity trustees must consider. In this context, ‘charity trustees’ means the persons having the general control and management of the administration of a charity (for example, including the directors of a charitable company). Power to buy land You must verify that the charity has the power to buy land, whether that land is functional premises, administrative or trading premises or investment property. Express powers Ordinarily, the charity’s governing document will contain an express power for it to buy property. However, an express power is often limited to the acquisition of functional property only (in contrast to investment and other commercial property) and any sort of ‘sweep-up’ provision in the governing document should not be relied on as conferring power to buy these other types of property. Where there is no express power to buy a particular class of property, the charity trustees of an unincorporated charity can amend the governing document to include such a power under CA 2011, s

Capacity to sell Trustees of land have all the powers of an absolute owner in relation to the land which is subject to the trust. A buyer from trustees of land is not concerned as to whether the trustees have complied with any of their obligations under the Trustees of Land and Appointment of Trustees Act 1996 (TOLATA 1996). In the case of registered land, the trustees’ power to sell may be qualified by the registration of a restriction in standard Form A. However, where the interests of the beneficiaries are overreached (see below) this will generally be sufficient to secure removal of the restriction by HM Land Registry without the buyer needing to do anything more. Overreaching A buyer of land from trustees will not be affected by any of the trusts on which the land is held if the purchase price is paid to all the trustees (of whom there must be at least two) or to a trust corporation (note that a trust corporation is not the same as a corporate trustee,

A margin account, with collateral in the form of the marginable securities in the investor's account, gives an investor the ability to buy securities with credit available from a broker. Buying on margin refers to the initial or down payment made to the broker for the asset being purchased. Buying on margin is a way to increase the potential return on your investment, but it carries a lot of risk. The Federal Reserve Board regulates the amount that is paid on margin.

Data protection and databases If a buyer purchases an online e-commerce business as an asset purchase and part of that business is an online members club where members pay for an annual subscription, the essential nature of the transaction is likely to be that the seller is selling and the buyer is buying a database of the members’ details. Those details contain 'personal data' and so the Data Protection Act 1998 (DPA 1998) will apply to the processing of such data. This scenario would seem to be analogous to the situation of buying/selling a customer database, and the Information Commissioner's Office (ICO) provides some specific guidance on this: see Buying and Selling Customer Databases. Does consent need to be obtained? As a first step, a buyer should check any notices given to, or consents originally obtained by, the seller of the database from individual members relating to the processing of their

This Practice Note focuses on the considerations that were applicable before 6 April 2016, the date on which contracting-out on a salary-related basis (also known as DB contracting-out) was abolished, when 'buying out' the following contracted-out salary-related (COSR) rights: • guaranteed minimum pensions (GMPs)—these are the benefits accrued by members of COSR schemes as a consequence of contracting out between 6 April 1978 and 5 April 1997 • Section 9(2B) rights (also known as post-1997 COSR rights)—these are the benefits accrued by members of COSR schemes as a consequence of contracting out between 6 April 1997 and 5 April 2016 The legislative requirements applicable differed depending on whether the contracted-out rights in question were GMPs or Section 9(2B) rights. For information on the buy-out considerations applicable from 6 April 2016 in respect of Section 9(2B) rights and GMPs, see Practice Note: Buying out Section 9(2B) rights and GMPs from 6 April 2016. For information on buy-out issues generally, see Practice Note: De-risking—pension buy-outs and buy-ins. For information

This Practice Note focuses on the considerations applicable on and from 6 April 2016 (the date on which contracting-out on a salary-related basis—also known as DB contracting-out—was abolished) when 'buying out' the following contracted-out salary-related (COSR) rights: • guaranteed minimum pensions (GMPs)—these are the benefits accrued by members of COSR schemes as a consequence of contracting out between 6 April 1978 and 5 April 1997 • Section 9(2B) rights (also known as post-1997 COSR rights)—these are the benefits accrued by members of COSR schemes as a consequence of contracting out between 6 April 1997 and 5 April 2016 The legislative requirements applicable differ depending on whether the COSR rights in question are GMPs or Section 9(2B) rights. For information on the considerations applicable before 6 April 2016 for the buy-out of COSR rights, see Practice Note: Buying out Section 9(2B) rights and GMPs before 6 April 2016 [Archived]. For information on buy-out issues generally, see Practice Note: De-risking—pension buy-outs and buy-ins. For information on the abolition of DB

Buying at auction Buying a property through auction has its benefits compared to buying on the open market: • the property may be purchased at a good price • the auction process is quick • the properties available at auction may offer opportunities for improvement and to increase value • if the property is tenanted, income can be received from completion A buyer will be exposed to funding risk if it wishes to obtain a mortgage for the completion funds. The contract is binding as soon as the hammer falls and therefore, if an unconditional mortgage offer for the purchase of the property is not in place prior to the auction, the buyer is at risk. Legal pack The seller’s legal advisors prepare a legal pack for the lot. This is prepared prior to the auction and will contain some if not all of the following: • the RICS Common Auction Conditions (Fifth Edition) (the CAC) (which can be found in Appendix A of RICS—Auctioneers selling real estate (incorporating Common Auction Conditions), 7th edition) • any special

This Practice Note set out some of the key issues to be considered when acting on the purchase of a property from a Self-Invested Personal Pension (SIPP) or a Small Self-Administered Scheme (SSAS). Overview of SIPPs and SSASs Self-Invested Personal Pension (SIPPs) and Small Self-Administered Scheme (SSASs) are both examples of an investment-regulated pension scheme. Investment-regulated pension schemes (IRPS(s)) are a particular category of registered pension scheme that is subject to additional controls on the asset classes that can be held as investments. An IRPS could either be an occupational or a personal pension scheme, and the arrangements commonly referred to as SSASs and SIPPs (under which a member can have almost complete autonomy in determining the investments that are to be made) are the two categories of arrangement principally regarded as IRPSs. IRPSs were introduced as a separate category of registered pension scheme by the Finance Act 2004. For more information, see Practice Note: Investment-regulated pension schemes (IRPS). SIPPs and SSASs are tax-advantaged in terms of contributions and qualifying investments. However,

ARCHIVED: This Checklist has been archived and is not maintained. Brexit: As of exit day (11 pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Checklist. For further guidance, see Brexit Bulletin—key updates, research tips and resources and Brexit collection. On 3 February 2020, the UK and EU set out their opening negotiating positions for a post-Brexit UK-EU relationship. While the Political Declaration, appended to the Withdrawal Agreement, sets out the framework for the future relationship with the EU, it is not legally binding, meaning that either side can choose to depart from parts or all of the text. If negotiations for a trade agreement between the UK and the EU fail (a no trade deal Brexit),

This is the purchase of a company or a controlling interest in a company’s shares. This may happen when a company’s existing managers wish to take control of the company (in which case it is normally termed a ‘management buyout’) or when a private equity house wishes to acquire a controlling stake using third party debt to make the acquisition, (in which case it is normally termed a ‘leveraged buyout’).

Buyout is a generic term usually used to describe the acquisition by a management team, backed with equity finance from a private equity investor, of an established business that has a proven revenue stream and generates positive cashflow. Background to buyouts Why sell? The decision by a seller to dispose of a company or business may arise for a variety of reasons, including: • strategic reasons, such as a corporate group selling: ◦ a non-core business, division or company to allow the remainder of the group to concentrate on its core activity, or ◦ part of its business as a pre-emptive or defensive action against a potential hostile takeover bid • to raise funds to ease financial pressures elsewhere in the seller’s business • to release funds for investment elsewhere, especially in the case of individual sellers or exiting venture capital investors • the retirement or death of current owners • in distressed circumstances where solvency is an issue (including in a liquidation), and • an exit by an existing private equity investor Often sellers prefer