Pensions analysis: The Deputy Pensions Ombudsman has partially upheld a complaint about a delay in making a transfer value. Martin Scott of gunnercooke LLP looks at the decision.

This Practice Note considers the effect that the unreasonable refusal of alternative employment has on an employee’s right to a redundancy payment, the conditions that an offer of alternative work needs to fulfil in order for this right potentially to be affected, what constitutes an offer of suitable employment, what constitutes an unreasonable refusal and the burden of proof in these cases. Employees who are made redundant are sometimes offered further work. If such an offer is made but is refused by the employee, this may have the potential to remove the employee's right to a redundancy payment. Only offers of further work that fulfil certain conditions have the potential to affect the employee's right to a redundancy payment. The conditions are as follows: • the offer must be for a renewed contract, or a new contract • the renewed or new contract must take effect either immediately after expiry of the old one, or no more than four weeks later • the offer must be made before the old contract expires If the employee

Restructuring & Insolvency analysis: The Court of Appeal reversed the decision of the lower courts and set aside a bankruptcy order made on the petition of a creditor holding an overseas judgment which had not been recognised by the English court. A foreign judgment has no direct operation in England and so until it is registered, or separate proceedings are brought in the English courts, there is no debt capable of being enforced and as a result there is no liquidated sum payable as required by the Insolvency Act 1986 (IA 1986) before a bankruptcy petition can be presented. The overseas judgment had, in this case, created a debt (as a result of a claim for breach of duty) as opposed to simply confirming an underlying debt. Had there been a liquidated sum payable, without a judgment, the creditor would have been able to serve a statutory demand and then, unless that was successfully challenged, present a petition for bankruptcy. Written by Mark Sands, head of Insolvency at Apex Litigation Finance.

The purpose of this note is to set out the insolvency procedures available to the most common types of unregistered company, namely: • unincorporated associations; and • overseas companies not covered by the Assimilated Recast Regulation on Insolvency, Regulation (EU) (848/2015) (Assimilated Recast Regulation on Insolvency) Excluded from the scope of this note are: • companies incorporated under the Companies Act 2006 (CA 2006) or the Companies Act 1985. For further detail on insolvency procedures available to registered companies, see Practice Note: Restructuring & Insolvency—new starter guide • partnerships; for further detail on insolvency procedures available to partnerships, see: Partnership insolvency—overview. In particular, note that general partnerships can be wound up as unregistered companies—Winding-up a general partnership as an unregistered company • charities; for further detail on insolvency procedures available to charities, see Practice Note: Charity insolvency—a guide to available insolvency procedures Unincorporated associations An unincorporated association was defined by Lawton LJ in Conservative and Unionist Central Office v Burrell as 'two or more persons bound together for one or more common

This Practice Note explores the definition of an unregistered company under section 1043 of the Companies Act 2006 (CA 2006) and the Unregistered Companies Regulations 2009, SI 2009/2436 (Unreg Cos Regs) giving a summary of the main features of unregistered companies. Note that the definition of unregistered companies includes incorporated companies that are not formed under the CA 2006 or another general Act of Parliament. It does not include unincorporated associations. What is an unregistered company? An unregistered company is a rare form of incorporated company that is not formed or registered under the CA 2006 or under any other public general Act of Parliament. Unregistered companies include companies formed under private Acts of Parliament (note this is different from a public general Act of Parliament) or Royal Charter. Companies created by Royal Charter encompass by far the greatest number of unregistered companies (see Unregistered companies incorporated by Royal Charter below). Under the Insolvency Act 1986, the definition of unregistered company also includes an unincorporated association or a partnership, but this is not the case under the CA 2006. Accordingly,

As defined in the Unregistered Companies Regulations 2009 (SI 2009/2436), an unregistered company is a body corporate incorporated and having a principal place of business in the United Kingdom, other than (1) a body incorporated by, or registered under, a public general enactment, (2) a body not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members, (3) a body for the time being exempted from CA 2006, s 1043 by a direction of the Secretary of State under subsection (1)(c) of that section, or (4) an open-ended investment company.

Land in respect of which there is no entry on the Register of Title.

Restructuring & Insolvency analysis: The court held that it was able to confirm the conversion from administration to liquidation pursuant to paragraph 83 of Schedule B1 to the Insolvency Act 1986 (IA 1986) and an application under rule 21.4 of the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. There was no conflict with IA 1986, s 221(4) which applied to IA 1986, Pt V only and does not apply when a company with a registered office overseas, but its centre of main interests (COMI) in England, moves from administration to voluntary liquidation. As such, the simple procedure of registering the notice with Companies House followed by applying to court for confirmation applied. However, the court left open the difficult question of whether unregistered overseas companies can be voluntarily wound up in other circumstances post-Brexit. Written by Morwenna Macro, barrister and head of Insolvency & Companies Practice Group at Five Paper.

Under the Companies Act 2006 certain companies and associations may not be registered.

This Practice Note examines the key regulatory considerations relating to unregulated collective investment schemes (UCIS) in the UK. It discusses what UCIS are, the risks they pose, the UCIS regulatory framework, restrictions on how UCIS are treated and their relationship with the UK alternative investment fund managers (AIFM) regime. What are unregulated collective investment schemes? In the UK, an unregulated collective investment scheme (UCIS) is any collective investment scheme (CIS) that is not regulated by the Financial Conduct Authority (FCA) as either an authorised (regulated) fund or a recognised scheme. Firms and individuals can check the FCA register  to find out whether a CIS is authorised or recognised. For further information on authorised and recognised funds, including the definition of a CIS, see Practice Note: Collective investment schemes—essentials. Overlap between a UCIS and an AIF A UCIS will also in the vast majority of cases be an alternative investment fund (AIF) for the purposes of the UK AIFM regime derived from the Alternative Investment Fund Managers Directive (AIFMD) (Directive 2011/61/EU) (see UCIS and the UK AIFM regime below).

These are subsidiaries that are not subject to covenants or other restrictions in the finance documents (such as restrictions on financial indebtedness).

An unseasoned issuer is a company that has only recently entered the capital markets and has a limited track record of issuing listed securities. In UK and Irish practice, the term is mainly used descriptively in equity capital markets, prospectus drafting and underwriting, rather than as a defined legislative concept. It typically refers to an issuer with a short history of being listed, or coming to market for the first time, and therefore lacking an established trading history, analyst coverage or market‑tested disclosure record.Unseasoned issuers are usually subject to closer regulatory and due diligence scrutiny than seasoned issuers, particularly on an initial public offering or first listing on the London Stock Exchange, Euronext Dublin or AIM. Investment banks may impose tighter underwriting terms, enhanced disclosure, lock‑ups and higher pricing risk adjustments.Usage is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland, aligning with market practice under the UK Prospectus Regulation, the Irish Prospectus Regulation regime and associated FCA and Central Bank of Ireland guidance. The classification matters for investors, sponsors and underwriters when assessing disclosure standards, liability risk and the level of ongoing reporting and corporate governance expected from the issuer.