A cornerstone investor is an investor who commits to taking a fixed value of shares (often a sizeable amount) in an IPO at an early stage in the IPO process and before the main investor roadshow and bookbuilding commence. The IPO process typically begins with a series of early look meetings with a small number of potential investors before the official launch of the IPO in order to gauge market interest in the company and identify whether an IPO is appropriate. If the company decides to go ahead, it will go through a ‘pilot fishing’ exercise which involves senior management holding meetings with more prospective institutional investors. At this point, the company may identify

When one defendant in a criminal trial seeks to advance a defence case to the effect that the perpetrator of a criminal act was their co-accused (ie blaming their co-accused), this is called cutting their co-accused’s throat, or a ‘cut throat defence’. It is most often relied on when there is clear evidence to place before the magistrates’ or jury that an offence has been committed and where there was an opportunity for two or more people to commit the offence. By advancing a defence that the other person was in fact the culpable

A design responsibility matrix is a tool used in construction projects to allocate responsibility for the various aspects of the design. It might also be referred to as a project responsibility matrix, table of responsibilities, project roles table, or similar. They are typically used in larger, more complex projects where there are numerous aspects to the design and are usually in tabular form (often a spreadsheet). In its simplest form, a design responsibility matrix will list the names of the consultants (and contractor if applicable) across the top of the table, and then list the various design responsibilities/deliverables that are applicable at each stage of the works down the left hand side. The parties then mark the appropriate boxes to identify which of the parties is responsible for each element of the design. Alternatively, RIBA produces a more complex pro-forma version of a design responsibility

If a party with an interest in a construction project has directly employed either the building contractor, a professional consultant or a sub-contractor it will be protected against the impact of problems arising out of the design or construction of the works under the terms of the building contract or the relevant appointment or sub-contract to which it is party. However, a third party with an interest in the project who is not party to those agreements, will find itself without the necessary direct contractual relationship that will enable it to rely on, or enforce, the terms of the building contract, appointment or sub-contract in order to protect its interest. What is a direct agreement? Direct agreements are, like collateral warranties, agreements that have evolved, and are now commonly put in place, in order to protect the interests of third parties who have an interest in a construction project but who are not, necessarily, party to the key project contracts that could affect their interest/investment. They are principally

The order for a claimant to produce a disability impact statement has become one of the standard directions given at case management discussions (CMDs) in respect of disability discrimination cases in which disability is denied or not admitted. The standard directions in those circumstances will tend to be for the claimant to be ordered to disclose medical records (whether in their entirety or limited to a specific time period or to a specific medical condition) together with the disability impact statement. The respondent is then given a specific time period in which to confirm whether disability is admitted before directions as to medico-legal experts—single or joint instruction—will

There is no statutory definition of ‘disposition’ and it is generally construed in its widest sense to cover any dissipation of the company's property. This includes a situation where a company faced with a winding-up petition from a creditor then pays off that creditor to ensure they no longer pursue the winding-up petition. If another creditor takes over that winding-up petition, then the payment to the original creditor may be caught under section 127 of the Insolvency Act 1986 (IA 1986) (as it was made after the ‘commencement of the winding up’) and the original creditor may have to repay the money paid to it. It does not, however, apply to any new liabilities the company takes on. The grant of any security rights over company

A party seeking recognition and/or enforcement in the courts of England & Wales of an award made in a country which is signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention) must provide: • the duly authenticated original award or a duly certified copy of it; and • the original arbitration agreement or a duly certified copy of it Requirements of originals If a party wishes to provide an original of the award, under the Arbitration Act 1996

ARCHIVED: This Practice Note has been archived and is not maintained. A family intervention tenancy (FIT) is a tenancy of a dwelling house granted instead of an assured or secure tenancy to a tenant who has been (or could have been) the subject of a possession order on grounds of anti-social behaviour. FITs can only apply to tenancies that began on or after 1 January 2009. The use of FITs is subject to (non-statutory) government guidance. Criteria to use a family intervention tenancy A FIT can only be offered when providing behavioural support services to tenants against whom a possession order for anti-social behaviour: • has been made under Ground 2/2A of Schedule 2 to the Housing Act 1985 (HA 1985), Ground 14/14A of Schedule 2 to the Housing Act 1988 (HA 1988) • could, in the opinion of the landlord, have been so made • could have been so made if the tenant had such a tenancy Before the tenant enters into a FIT the landlord must serve a notice in

A fee farm rent is rent reserved on a grant in fee and is indistinguishable from an ordinary rentcharge. See Tithe rentcharges and other obsolete forms

Criminal Analysis: Barrister Nicholas Doherty of 4 King’s Bench Walk, a firearms law expert and author, looks at the question “what is a firearm?” recently considered in R v Bewley. The Court of Appeal overturned a Crown Court ruling that a starting pistol designed to fire blank cartridges but subsequently converted was a firearm because a scientist had been able to fire it using a vice, a specially selected lead pellet, a mallet and a punch.

This Q&A explains what a flawed asset agreement is and describes when flawed asset agreements and provisions may be used. For an explanation of how to take security over bank deposits, arrangements which often contain a flawed asset provision, see Practice Note: Taking security over cash deposits in bank accounts. Summary A flawed asset agreement provides that a cash deposit or other payment obligation is not (re)payable until certain, specified events have occurred, generally the repayment of all secured liabilities in full. The ‘asset’ (ie the deposit/payment obligation) remains on the balance sheet of the borrower and shown as an asset but is ‘flawed’ in the sense that the borrower has no right to the money comprising the deposit or payment obligation until the specified events have occurred. A flawed asset agreement is most often found in security documents that create security over cash deposits, especially the so called ‘triple cocktail’ document (see Triple cocktail document below). Flawed asset provision For a detailed discussion of the rationale

This Practice Note looks at what is meant by ‘good and marketable title’ which is a term often encountered in certificates or reports on title and property warranties. For further content on reporting to lenders and property warranties, see Practice Notes: Reporting to a lender in an investment real estate finance transaction and Property warranties and indemnities in corporate transactions. The UK Finance Mortgage Lenders’ Handbook and the Building Societies Association Mortgage Instructions also require a lender’s solicitor to be able to certify that the title to the property is ‘good and marketable’. See Practice Note: Lenders' instructions—the UK Finance Mortgage Lenders' Handbook and the Building Societies Association Mortgage Instructions. In Barclays Bank v Weeks, Millet LJ considered the meaning of ‘good and marketable