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Q&As
In Barton v London and North Western Rly Co, Lindley LJ defined the transmission of shares as: ‘...the devolution of title to shares otherwise than by transfer. The term “transmission” appears to be used in contradistinction to “transfer” [in section 18 of the Companies Clauses Consolidation Act 1845], and to include devolution by death, bankruptcy, marriage, and in any other way than by transfer.’ In Re Bentham Mills Spinning Co, James LJ stated that: '...in Table A [to the Companies Act 1862] the word “transmission” is put in in contradistinction to the word “transfer”. One means a transfer by the act of the partners, the other means transmission by devolution of
PRACTICE NOTES
Interaction with the additional State pension Before 6 April 2016, there were two levels of State pension provision: • the basic State pension—this was a flat rate broadly based on the amount of National Insurance Contributions (NICs) a person paid or was treated as having paid, and • the additional State pension known as the State Second Pension (S2P)—as its name indicated, it was a pension paid on top of the basic State pension. It was related to an individual's earnings. Note that prior to April 2002, the additional State pension was known as the State Earnings Related Pension Scheme (SERPS) Before 6 April 2016, pension schemes could either 'contract in' or 'contract out' of the additional State pension. If a pension scheme was 'contracted-in' to the additional State pension, members would receive the additional State Pension on top of their basic State pension (depending on their earnings). If a pension scheme was 'contracted-out' of the additional State pension, scheme members would not receive the additional State pension. In exchange: • the scheme had to
Q&As
The Consumer Rights Act 2015 (CRA 2015), section 11(1) states: '11 Goods to be as described (1) Every contract to supply goods by description is to be treated as including a term that the goods will match the description.' There is no direct authority on CRA 2015, s 11. However, by analogy, case law under the Sales of Goods Act 1979, s 13 (SGA 1979) may help (sale by description—see 73. Meaning of 'sale by description': Halsbury's Laws of England in further reading links). Meaning of 'sale by description' explains that goods are sold by description where the buyer enters into the contract of sale in which the goods are in terms described by or on behalf of the seller. A sale of goods is not prevented from
Q&As
The payment of legal costs by an employer to an employee on termination of employment would be taxable under section 401 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) but for the statutory exception contained at ITEPA 2003, s 413A. To fall within the exception, and be paid tax free, the following conditions must be fulfilled: • the payment must meet the whole or part of the legal costs incurred by the employee exclusively in connection with the termination, and • either: ◦ the termination of the employment results in a settlement agreement between
Q&As
As noted in Practice Note: Exclusions and exemptions relating to the general prohibition—an introduction, the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO 2001), SI 2001/544, Art 53 excludes the giving of advice by a person if the person is a member of a group and gives the advice in question to another member of the same group. Therefore, the general principle is that as long as advice that would otherwise be regulated advice take place wholly within a group of companies or a joint enterprise, then there is no need for authorisation. While ‘group’ is not defined in RAO 2001, SI 2001/544, it is defined in section 421 of the Financial
Q&As
The ICO provides detailed guidance on Who needs to document their processing activities? This states that if you employ fewer than 250 people, you need only document processing activities that: • are not occasional, eg are more than just a one-off occurrence or something you do rarely • are likely
NEWS
PI & Clinical Negligence analysis: The meaning of ‘other public place’ in the Road Traffic Act 1988 (RTA 1988) was considered by Master Dagnall hearing a summary judgment application by a motor insurer. He found that a yard used by a bonfire society in Lewes was not ‘public’, adopting the established interpretation of that term. He declined to adopt a ‘purposive’ interpretation which the claimant argued was required to align UK Law with the European Motor Insurance Directive 2009/103. However, he gave the claimant permission to appeal. Written by Stephen Grime QC, barrister at Deans Court Chambers.
Q&As
Where a property-rich entity is trading before and after a disposal of an interest in it and the UK land is used in the qualifying trade, any indirect disposal of UK real property is excepted from the charge for indirect disposals on or after 6 April 2019. An interest in UK land is used for trading purposes if it is being used in or for the purposes of a qualifying trade or it has been acquired for use in or for the purposes of a qualifying trade. A trade is a qualifying trade if: • it has been carried on by the company, or by a person connected with the
Q&As
The purpose of administration is set out in paragraph 3 of Schedule B1 to the Insolvency Act 1986 (IA 1986): ‘(1) The administrator of a company must perform his functions with the objective of— (a) rescuing the company as a going concern, or (b) achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up (without first being in administration), or (c) realising property in order to make a distribution to one or more secured or preferential creditors.’ IA 1986, Sch B1, para 3(3) states that the administrator must perform their functions with the objective specified in IA 1986, Sch B1, para 3(1)(a) above, unless they thinks either— ‘(a) that it is not reasonably practicable to achieve that objective, or (b) that the objective specified in sub-paragraph (1)(b) would achieve a better result for the company's creditors as a whole.’ The objectives in IA 1986, Sch B1, para 3(1) are hierarchical. Therefore, the
Q&As
Where is it relevant? Paragraph 14(1) of Schedule B1 to the Insolvency Act 1986 (IA 1986) allows the holder of a qualifying floating charge in respect of the company’s property to appoint an administrator of the company using the out-of-court route. IA 1986, Sch B1, para 14(3) provides that a person is the holder of a qualifying floating charge if he holds one or more debentures of the company secured by: • one or more qualifying floating charges that relate to the ‘whole or substantially the whole of the company's property’ or • charges and other forms of security that together relate to the ‘whole or substantially the whole of the company's property’ and at least one is a qualifying floating charge Please refer to IA 1986, para 14(2) of Sch B1 for the criteria of what is a qualifying floating charge. What
NEWS
Law360, Expert analysis: On 2 September 2025, HM Treasury (HMT) published draft regulations that would amend the UK Money Laundering Regulations, or MLRs, and related financial services instruments. The analysis examines the implications of the proposed regulatory changes for the UK financial sector. The draft regulations reflect HMT's latest approach to updating the UK’s anti-money laundering (AML) regulatory framework. Azim Rahman, associate, and Dorota Maj, counsel at Ropes & Gray LLP, provide professional commentary on the potential effects for financial services firms operating under the current MLR regime.
PRACTICE NOTES
This Practice Note provides access to the actual bound and applied rates of each World Trade Organization (WTO) Member State as well as practical guidance on how to use the tariff schedules. Bound rates Bound rates are the maximum rate of duties that Member States apply to imported goods on a Most Favoured Nation Basis (MFN). For practical guidance on bound rates and MFN treatment please refer to Practice Note: An introduction to Trade in Goods. Each Member State’s bound rates are found in their respective schedule of commitments. Each Member State’s schedule of commitments for an integral part of the General Agreement on Tariffs and Trade (GATT) 1994 and are therefore legally