A colloquial term for the inheritance tax rules which enable the estate of a surviving spouse or civil partner to benefit from the unused nil-rate band of the first of the couple to die.

Those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as: • shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares; • bonds or other forms of securitised debt, including depositary receipts in respect of such securities; • any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures (Article 4(1)(44) of the recast Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II))

In the context of the Prospectus Regulation Rules and the Listing Rules, as defined in FSMA 2000, s 102A, anything which is a transferable security for the purposes of UK MiFIR (see article 2(1)(24) Retained Regulation (EU) No 600/2014), other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. For a fuller definition see the Glossary to the FCA Handbook.

Construction analysis: The Court of Session (Outer House) held that the pursuer's pleadings were insufficient to support a claim for transferred loss in relation to a claim for defects in wind turbines, while acknowledging that such claims may be possible in Scots law under narrow circumstances. The court also confirmed that standard form contracts might be subject to challenges under the Unfair Contract Terms Act 1977 (UCTA 1977), even if not drafted by the party relying on them.

The principle of transferred malice/transferred mens rea The Supreme Court has stated that a better description for transferred malice might be ‘transferred mens rea’. The term ‘transferred malice’ has been described as ‘a misleading label’. This article will refer to the principle as ‘transferred mens rea’. This principle becomes relevant where a criminal intention leads to an unintended outcome or harm. It may apply provided that the outcome or harm is the same kind as intended, even if the actual victim is not the same as the intended victim. Latimer exemplifies the basic principle. D tried to assault V with his belt. He missed V and accidentally hit V2. D was found guilty of assault despite not having intended to hit V2. This reasoning was later applied in Mitchell, in which D assaulted V causing him to fall on V2. V2 was elderly and suffered a broken bone that led to her death in hospital. D was convicted of manslaughter despite having had no intention to assault V2. The court held that it was

This Practice Note deals with the issues which arise in relation to the transfer of IT assets on a business sale. Information technology is one of the most significant considerations for the buyer regarding the target and a thorough analysis of requirements and transfer issues should be undertaken. For a general overview of the role of the IT lawyer in corporate transactions, see Practice Note: Corporate transactions for technology lawyers and for specific issues relating to technology businesses, Practice Note: Buying a software business—key considerations. Identify assets required Commercial consideration should be given to the operation and the significance of the IT involved in the target’s business operations. Ideally, a comprehensive audit and analysis of IT assets used, their ownership and whether they are required should be performed. On occasion this may give rise to a reconsideration of requirements. The business technology landscape develops at a rapid pace and an asset purchase may promote the opportunity to replace legacy systems with improved technology or consider different mechanisms of supply such as cloud solutions.

This Practice Note focuses on transferring a company from AIM to the main market for listed securities (Main Market) of the London Stock Exchange (LSE), the advantages and disadvantages and the procedure involved. When a company admitted to trading on AIM takes the decision to transfer to the Main Market it will need to consider various matters: • the advantages and disadvantages involved with such transfer • whether the company is eligible to be admitted to listing on the Official List (Official List) of the Financial Conduct Authority (FCA) and to be admitted to trading on the Main Market • the appointment of an appropriate sponsor • the requirement to produce a prospectus • the cancellation of the company's AIM admission, and • the continuing obligation requirements of a company once listed on the Official List and admitted to trading on the Main Market Background The London Stock Exchange is a recognised investment exchange which operates several markets. The main ones are the Main Market, a UK regulated market, and AIM,

This Practice Note explains one of the key ways a lender can transfer a loan under English law to another lender by assignment. The other key ways are: • novation—see Practice Note: Transferring a loan by novation, and • sub-participation or risk–participation—see Practice Note: Selling a loan by sub-participation A loan (which is a debt) is a chose in action. A chose in action is something which is recoverable by legal action (as opposed to something which is physically possessed). As a basic principle, choses in action cannot be assigned at common law. Assignments of choses in action are therefore either: • statutory—often referred to as 'legal' assignments because they have an equivalent effect to legal assignments, or • equitable Under English law, an assignment is a transfer of rights; it does not transfer obligations (in contrast to a novation—see Practice Note: Transferring a loan by novation). This Practice Note discusses: • requirements for a legal assignment • how legal assignments differ from equitable assignments • the advantages and disadvantages of assignments

Novation is a means by which a lender can transfer its interest in a loan to another lender. This Practice Note looks at what is meant by novation before discussing the advantages as compared with other transfer methods. It then looks at issues to consider including consent, documentation and impact on security. For an overview of key issues in loan transfers more generally, see Practice Note: Introductory guide to loan transfers. The following Practice Notes contain detailed information on other methods of loan transfer: • Transferring a loan by assignment • Selling a loan by sub-participation For a precedent novation agreement, see Precedent: Deed of novation: for an unsecured bilateral facility agreement. What is novation? Under English law novation is the only way for a lender to transfer both its contractual rights and its contractual obligations to a new lender. In a sense, referring to novation as a method of 'transfer' is misleading. Novating a loan means that the existing lender's rights and obligations are completely cancelled and discharged and the new

This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which the matter is proceeding, it may also be necessary to be mindful of additional provisions—see: Court specific guidance. This Practice Note considers transferring civil litigation proceedings under CPR 30, including the criteria the court will apply when making a transfer. It is important to seek to commence proceedings in the correct court where possible. For information on which is the appropriate court in which to issue a civil claim, and the various financial thresholds that apply, see Practice Note: Where to start a civil claim. However, in some cases there are reasons for a claim to be transferred to a different court after the claim has been issued. Rules governing transfer CPR 30 and associated practice direction CPR PD 30 deal with the procedural rules for transferring civil proceedings. Transfer may be automatic, requested by a party or initiated by the court. The court can order a transfer between: • County Court hearing centres

This Practice Note looks at the process of transferring a commercial property. It assumes that the property being transferred is a registered freehold or leasehold, is being sold either with vacant possession or subject to lease(s) and is being acquired either as an investment or for the purchaser’s own occupation. It contains the following key sections which cover the different stages of a typical sale and purchase transaction. Each section contains links to other Lexis+®UK materials which provide more comprehensive information on the topics covered: • Preliminary matters • Pre-exchange—the due diligence process • The contract and exchange • Between exchange and completion • Completing the transaction • Post completion The guidance in this Practice Note is not exhaustive and will not cover every eventuality for every transaction. See also: • Structure of real estate finance—overview • Real estate in corporate transactions—overview • Practice Note: Buying from an insolvency practitioner—the sales process and insolvency issues in property • Practice Notes: Property development joint ventures—acting for a developer and Property development joint ventures—acting for a landowner • Practice Note: Contract races

Is land contamination an issue? The Law Society’s practice note on contaminated land advises that solicitors should consider whether contamination is an issue in all conveyancing transactions. It notes that land contamination may be a significant issue in a small number of transactions, and states that solicitors should be aware that environmental liabilities may arise and should consider what enquiries and specialist assistance their clients may require—see Practice Note: Land contamination—Law Society practice note on contaminated land. In particular, the practice note outlines the contaminated land regime set out in Part IIA of the Environmental Protection Act 1990 (EPA 1990). This includes a brief overview of who is liable to remediate contaminated land. However, in addition to clean up liability under the EPA 1990, Pt IIA, land contamination may also trigger: • clean-up liabilities under other regulatory regimes, eg environmental damage, works notices or environmental permitting regimes • civil liabilities, eg nuisance, negligence or breach of contract • criminal liabilities, eg failure to comply with a remediation notice See Practice Note: Environmental liabilities—what are clean-up liabilities? Is