The key documents for a buyout are: • a sale and purchase agreement • articles of association for the investee company or its parent company which will serve as the buyout vehicle/group, ie the entity to acquire the target group or business • an investment agreement, and • a facility agreement and related security documents For further information, see Practice Note: Buyouts. Sale and purchase agreement The sale and purchase agreement documents the transfer of ownership of the target business whether for a share or asset purchase. As to whether the acquisition is one of shares or assets depends on the particular circumstances of the sale including: • the structure of the selling group and how the business sits within that group, eg as a specific division/subsidiary, or with assets and employees across the group • the tax or other liabilities of the business • the ability to obtain change of control consents for contracts critical to the business, and • stamp duty and land tax The sale and purchase agreement for a buyout is broadly

Capital gains tax (CGT) on disposal of assets of deceased Assets of which the deceased was competent to dispose of are deemed to be acquired by the personal representatives (PRs), or others on whom they devolve, at their market value at the date of death, but are deemed not to have been disposed of by the deceased, see section 62 of the Taxation of Chargeable Gains Act 1992 (TCGA 1992). Where a person acquires an asset as legatee, no chargeable gain accrues to the personal representatives (PRs): the legatee is treated as having acquired the asset at the same time and base cost as when it was acquired by

The Energy Performance of Buildings (England and Wales) Regulations 2012 (EPC Regulations), SI 2012/3118 have been in force since 9 January 2013. They impose certain obligations upon the owners of buildings which they propose to sell or rent to third parties. They give effect to Directive 2010/31/EU of the European Parliament and of the council of 19 May 2010 on the energy performance of buildings. It is helpful first to have in mind the definition of building for the purposes of the EPC Regulations, SI 2012/3118. By EPC Regulations, SI 2012/3118, reg 2(1), a building is ‘a roofed construction having walls, for which energy is used to condition the indoor climate’ and will generally extend to ‘a building unit in that building’. By that same regulation, ‘building unit’ means ‘means a section,

This Q&A assumes that the lease in this scenario is a long lease of a single residential dwelling (not being a retirement dwelling) granted before 30 June 2022. The Leasehold Reform (Ground Rent) Act 2022 (LR(GR)A 2022) is relevant to long leases of a single dwelling granted after 30 June 2022 (or 1 April 2023 in the case of leases of retirement homes) (LR(GR)A 2022, ss 1, 3 and 7 and Leasehold Reform (Ground Rent) Act 2022 (Commencement) Regulations 2022, SI 2022/694, rr 3–4). It does not apply to leases of commercial property. From 30 June 2022, LR(GR)A 2022 restricts the level of ground rent that a landlord of an individual dwelling can lawfully charge its tenant under a ‘regulated lease’ (as defined by LR(GR)A 2022, s 1). For guidance on what constitutes

For the purposes of the Taxation of Chargeable Gains Act 1992 (TCGA 1992), the trustees of a settlement are together treated as if they were a single person, distinct from the persons who are the trustees of the settlement from time to time (see TCGA 1992, s 69). A similar rule applies for the purposes of Income Tax Act 2007 (under section 474 of the Income Tax Act 2007 (ITA 2007)). This position is ‘unless the context otherwise requires’ and so, for example, this would not be the case in respect of a bare trust or nominee

In English law, there are two concepts of ownership of property; legal ownership and beneficial ownership. Legal ownership is best thought of as the person, or persons, in whose name the property is in. Beneficial ownership reflects the true ownership: ie the percentages in which anyone who has a claim on the property holds it. Legal ownership of a property in England and Wales where there is more than one proprietor will always be as joint tenants. This means that each owns the indivisible whole; and if one dies, the other seamlessly becomes the sole owner (or

A by-order hearing (now also sometimes referred to as a case management hearing) is a procedural hearing in the Court of Session. In England and Wales such a hearing is referred to as a directions appointment or hearing.

A local law that generally requires something to be done or not to be done in a particular location and which is accompanied by some sanction or penalty for its non-observance.

Byfield Consultancy has published a report titled, ‘Who Speaks For Arbitration,” examining the growing public criticism of international arbitration despite its critical role in global commerce. The report highlights that messaging from arbitration institutions and professional bodies is often fragmented, allowing critics to dominate media narratives. It recommends that institutions such as the International Chamber of Commerce, the London Court of International Arbitration and the International Centre for Settlement of Investment Disputes develop coordinated communication strategies to more effectively convey the benefits of arbitration to policymakers and the public.

A bylaw (UK: byelaw; Ireland: bye-law) is a rule made by a local authority or other public, chartered or regulatory body, under statutory powers, to regulate behaviour in a defined place or system (for example parks, highways or railways). It is subordinate legislation: the enabling Act confers the power, sets procedure (typically consultation and publication) and limits content and penalties.Across England & Wales and Scotland, many byelaws require confirmation by a Secretary of State or the Scottish Ministers (with an alternative approval route for some English local authority byelaws). In Northern Ireland, council byelaws are typically confirmed by a Department. In Ireland, local authorities and some statutory bodies make bye-laws under the Local Government Act 2001 and sectoral statutes; ministerial confirmation is generally not required.Key legal features: a bylaw must be intra vires, reasonable, certain and not repugnant to general law; it operates only within the maker’s jurisdiction. Breach is ordinarily a summary offence enforceable in the magistrates’ court (E&W, NI), sheriff court (Scotland) or District Court (Ireland), with fines or fixed payments where authorised. Byelaws are challengeable by judicial review. Do not confuse with US‑style corporate “bylaws”; UK companies use articles of association.

MLex: Chinese company ByteDance has lost its dispute with the European Commission over the status of its TikTok social media platform as a digital gatekeeper.

Law360: A European court has rejected an application by TikTok's parent company ByteDance to pause the video-sharing service's designation as a 'gatekeeper' ahead of a March 2024 deadline to comply with new obligations under the EU Digital Markets Act (EU DMA) to provide users more choice.