Remedies The remedies available in a public procurement challenge under the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 depend upon the circumstances. A breach of the PCR 2015 will generally permit an aggrieved party to seek an order either setting aside or preventing the award of a contract not yet awarded in accordance with the PCR 2015. A claimant may also seek damages for its losses resulting from the breach. If a contract awarded under the PCR 2015 is subsequently challenged and the court rules that the PCR 2015 have been breached, it could declare the contract ineffective, shorten the contract and fine the contracting authority. Some breaches may give rise to claims of ineffectiveness, but separate legal advice should be sought on each particular breach. In the case of framework agreements, a call-off contract awarded without adherence to the relevant rules

While the Transfer of Undertakings (Protection of Employment) Regs 2006 (TUPE), SI 2006/246 protect the contractual employment rights of employees on their transfer to the transferee employer, as a general rule, pension rights under occupational pension schemes do not transfer to the transferee on a TUPE transfer (TUPE, SI 2006/246, reg 10). This is known as TUPE's pensions exception. For further information, see Practice Notes: • TUPE—transfer of rights and liabilities • TUPE and Beckmann—the pensions exception, in particular the section entitled ‘TUPE's pensions exception’ Pension related rights which do not fall within TUPE's pensions exception do fall under TUPE and will accordingly transfer to the transferee employer on a TUPE transfer. For information on those rights, see Practice Note: TUPE—what pension benefits should the transferee provide? in particular

CPR 3.4 sets out the court’s power to strike out a statement of case. It may do this if it appears that: • the statement of case discloses no reasonable grounds for bringing or defending the claim • the statement of case is an abuse of the court's process or is otherwise likely to obstruct the just disposal of the proceedings, or • there has been a failure to comply with a rule, practice direction or court order. CPR PD 3A—Striking out a statement of case

There are two offences under section 210 of the Town and Country Planning Act 1990 (TCPA 1990). TCPA 1990, s 210(1) creates an offence where in breach of the Town and Country Planning (Tree Preservation) (England) Regulations 2012, SI 2012/605, when someone ‘cuts down, uproots or wilfully destroys a tree, wilfully damages tops or lops a tree in such a manner as to destroy

When securities are provided to employees or directors, those employment-related securities may be subject to restrictions in order to incentivise the individual to remain with the employing company and meet certain performance conditions. The restrictions may affect the individual's ability to retain shares (for example, the articles of association may oblige an employee to transfer shares to 'permitted transferees' on the occurrence of certain events such as resignation), or the general rights attaching to the shares (for example, restrictions on transfer, dividend rights or voting rights). Very broadly, restrictions typically have the effect of reducing the market value of the securities (and therefore any income tax and National Insurance contributions (NICs) charge) upon acquisition. Where the restricted securities rules apply, further income tax (and possibly NICs) charges can arise on subsequent chargeable events, including the lifting, variation or expiry of the restrictions, or disposal of the restricted securities. However, it is possible for the director or employee

Introduction It is assumed for the purposes of this Q&A that the company is a private limited company incorporated in England and Wales. A shareholders’ agreement is a contract between the members of a company and the company itself. Shareholders’ agreements define and regulate the members’ relationship with each other and the company. A well drafted shareholders’ agreement should complement and supplement the company’s articles of association. Typically, a shareholders’ agreement will contain a list of matters which the company may not undertake without consent. Such consent is often reserved for named shareholders or a group of shareholders by reference to their collective equity percentage holding in the company or the class of shares that they hold. For further information on reserved matters and their use in the context of shareholders’ agreements, see Q&A: What types of matters are usually subject to investor consent

A warranty is a contractual statement or assurance given by the seller to the buyer that a certain state of affairs exists. The warranties in a share purchase agreement (SPA) will cover most areas of the target company/group and it’s business to be transferred and in an asset purchase agreement (APA) will cover most areas of the target business and its assets to be transferred. Should a warranty prove to be untrue, this will give rise to a claim for breach of warranty entitling the buyer to an action for damages against the seller. The warranties have two real purposes—namely, to find out information regarding the target company/group and its business and to impose legal liability for undisclosed liabilities and obligations. The warranties (and, if applicable, representations) in a SPA or APA will typically be stated to be true, accurate and, possibly, not misleading (see clause 8.1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form and clause 11.1 of Precedent: Asset purchase agreement—long form—conditional

Where shareholders enter into a joint venture, they will often address the question of how to deal with disputes that arise between the shareholders and how to deal with termination of the joint venture. To this end, the shareholders will often include in the articles of association of the joint venture company and/or the joint venture shareholders’ agreement, provisions dealing with the circumstances and timing of the termination of the joint venture. This will typically include provisions whereby a defaulting shareholder shall be deemed to have served a transfer notice on the other shareholder(s) in respect of its shares on the occurrence of a compulsory transfer event and, if required by the other shareholder(s), the defaulting shareholder will be obliged

Case study The deceased, A, transferred property into the names of A and A’s two sons to be held as tenants in common in equal shares during A’s lifetime. A submitted IHT500 to HMRC following the transfer. A was in sole and rent-free occupation of the property until three years prior to the date death, at which point A moved into a care home and the property became unoccupied. A paid council tax throughout on the basis of a 1/3 share of the property. The following questions arise: • should the original transfer be treated as a gift with reservation of benefit and the whole value of the property form part of A’s estate for inheritance tax purposes? Or, should only 1/3 of the value of the property form part of the estate for inheritance tax purposes? • was council tax paid on the correct basis? • could submitting

A notice to quit can effectively be served in a number of ways: • service in person. If possible, the best method of service is service in person by the landlord or an agent. If the tenant cannot be handed the notice personally, it should be inserted through the letterbox of the property in an envelope addressed to the tenant (do not leave it on a table in a communal hallway). If the notice is dropped through a letterbox at the property, the server will sometimes take a photograph with a date and time stamp showing the notice being put through the letterbox. A process server can assist with personal service, but there is a charge associated with their services • service by first class post. If using the post,

What is a unitranche facility? Leveraged finance transactions are traditionally funded by a mixture of equity, senior debt, mezzanine debt and/or bonds. A unitranche facility is effectively a blend of the senior and mezzanine portion of the financing although it can sometimes covers part of the equity too. Therefore, instead of two facilities agreements, covenant packages, sets of security documents etc, only one is required. Unitranche facilities are more common on mid-market deals. What are the typical terms of a unitranche facility? Unitranche facilities differ from deal to deal but some typical features are: • the facility will be in the form of a term loan; if a revolving credit facility (RCF) is also required it will normally be documented in the same agreement and share the same security package • bullet repayment or possibly with a back ended amortisation schedule • higher margin than senior debt but lower margin than mezzanine debt; margin may be a mixture of cash and PIK (ie capitalised interest) • prepayment premium or other call protection; LIBOR

Any holder of a licence under the Electricity Act 1989 (EA 1989) is deemed to be a statutory undertaker and his undertaking a statutory undertaking for specified purposes if the statutory conditions are fulfilled. Compulsory grant of wayleave—statutory compensation EA 1989 authorises bodies authorised to generate, transport or supply electricity to acquire a wayleave to install an electric line on, under or over private land, together with rights of access for inspection, maintenance and replacement. The wayleave arises where the owner or occupier fails to respond to a notice requiring him to grant the wayleave or gives it subject to conditions unacceptable to the electricity company. The electricity company may request the Secretary of State to grant the wayleave. However, before doing so the Secretary of State will give the owner and occupier an opportunity to put their case.