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PRACTICE NOTES
This Practice Note considers the legal and human resources (HR) considerations for employers when dealing with staff who are transgender (trans) or identify as gender-neutral or non-binary. It considers the effect of a gender recognition certificate (GRC) under the Gender Recognition Act 2004 (GRA 2004), protection from sex discrimination and gender reassignment discrimination under the Equality Act 2010 (EqA 2010), the Protection from Harassment Act 1997 (PHA 1997), the Human Rights Act 1998 (HRA 1998), trust and confidence and data protection issues. For information on the position in relation to toilet, washing and changing facilities, see Practice Note: Providing toilet, washing and changing facilities in the workplace. Issues of sex and gender identity have been hugely impacted by For Women Scotland (FWS2), in which the Supreme Court held that, for EqA 2010 purposes, a trans person’s sex is their biological sex (not their acquired or chosen sex), regardless of whether they have a GRC (see: Protected characteristic of sex, below). The Supreme Court highlighted that its interpretation does not remove protection
GLOSSARY
Trans-European Networks (TENs) are intended to provide the infrastructure to support the creation of an EU Single Market. Based on the EU Treaty the EU works to interlink the most important regional and national networks in the transport, energy and telecommunications sectors.
NEWS
TransLucent, a trans-led advocacy and human rights organisation that campaigns for the rights of transgender and gender-diverse people, has sent a letter before claim to the Equality and Human Rights Commission (EHRC) and the Secretary of State for Women and Equalities, setting out its intention to seek judicial review of the EHRC's new Code of Practice for Services, Public Functions and Associations. The new code is due to come into force on 5 August 2026.
GLOSSARY
The purchase, sale, subscription or underwiting of a particular investment
GLOSSARY
means this agreement, [specify any other agreements] and all of the documents in the agreed form;
GLOSSARY
A transaction entered into by a debtor prior to his being adjudged bankrupt, or by a company prior to its entering into administration or going into liquidation, that is liable to be set aside by the court by reason of its having been at an undervalue.
NEWS
Restructuring & Insolvency analysis: The High Court held that payments totalling £748,270 made by a company to its sole director and majority shareholder as consideration for the sale of his shares were a transaction at an undervalue under section 238 of the Insolvency Act 1986 (IA 1986). The court found that the purported reciprocal value consisted of repayment promises from a purchaser with no realistic ability to satisfy its obligations and that the transaction rendered the company both cash-flow and balance-sheet insolvent. The decision provides important guidance on assessing consideration, the application of the creditor duty following Sequana, and the limits of the statutory defence under IA 1986, s 238(5), emphasising the need for independent advice and careful scrutiny of management buyout structures. Produced in partnership with Alasdair Terkatz-Cameron of Addleshaw Goddard LLP.
GLOSSARY
A transaction at an undervalue entered into for the purpose of putting assets beyond the reach of, or otherwise prejudicing the interests of, creditors.
GLOSSARY
A transaction, of whatever description, relating to securities, and includes in particular (1) the purchase, sale or exchange of securities, (2) issuing or securing the issue of new securities, (3) applying or subscribing for new securities, and (4) altering or securing the alteration of the rights attached to securities (Corporation Tax Act 2010 (CTA 2010), s 751).
PRACTICE NOTES
This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Timing A private equity buyout (MBO) transaction will begin with negotiations between the parties aimed at agreeing the outline of the commercial terms in principle. Unlike a standard share or asset purchase transaction, the parties to the negotiations are three-fold, being the investor/private equity fund, the seller and management (who in some cases may have interests in the seller and/or the target). The main terms to be agreed in order to establish whether there is a deal to be concluded will always be the price to acquire the relevant business (usually by way of share sale) and management equity post-completion. There are, however, a variety of issues both commercial and legal which will need to be addressed at the outset of a potential transaction. Once the main commercial terms are agreed in principle, consideration of the main legal issues is underway and a deal structure has
PRACTICE NOTES
This Practice Note is part of the Share purchase transaction collection. Timing The acquisition of any private company or business will begin with negotiations between the parties aimed at agreeing the outline of the commercial terms in principle. The main term to be agreed in order to establish whether there is a deal to be done will always be the price. There are, however, a variety of issues (both commercial and legal) which will need to be addressed at the outset of a potential transaction, not the least being to agree how the deal will be structured: as a share purchase or asset purchase? Once the main commercial terms are agreed in principle, consideration of the main legal issues is underway and a deal structure has been agreed, the parties are likely to enter into several preliminary documents before the transaction can proceed. Once these documents have been entered into, the buyer can start
PRACTICE NOTES
This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. At the outset of a private equity buyout (MBO) transaction, the main issue for the parties and their advisers to address, apart from price and equity interests, is what structure will the transaction take. Usually a new company formed by the investor (ie a newco) will acquire the entire issued share capital of a company (share purchase) or acquire a business as a going concern, together with certain of its assets (asset purchase) and, at completion, the investors and managers (ie management members of the target company/business) will subscribe for their relevant equity interests in newco, or a holding company of newco (depending on the proposed equity structure). See Practice Notes: Structure of a buy-out and Stages of a buy-out. Another fundamental issue to address at the outset is whether the seller and target management are only in negotiations with one investor, or whether there are several interested parties whose approaches are all being entertained