A company enters a transaction at an undervalue (TUV) with a person where: • the company makes a gift to that person or otherwise enters into a transaction with that person on terms that provide for the company to receive no consideration, or • the company enters into a transaction with that person for a consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the company A ‘transaction’ is defined in section 436 of the Insolvency Act 1986 as including a gift, agreement or arrangement. Therefore, it must be proved that there was some form of dealing between the company and the other party which involves an engagement between the parties. While there is a requirement

What is a securitisation? A securitisation is a financing technique used to finance the ownership or sale of types of assets that would otherwise be difficult to finance or sell (ie 'illiquid' assets such as bilateral loans and mortgages and other loans to natural persons). In its most common form, a securitisation consists in the sale of a large pool of such cash-generating assets to a special purpose vehicle (SPV). The SPV pays for the assets by issuing interest-bearing securities (also known as bonds or notes) into the capital markets, which have the benefit of security over those assets and/or the cashflows generated by them (known as receivables). The cashflows generated by the receivables are used to pay interest and repay principal on the securities, and investors can generally only look to the receivables for repayment. For more information, see Practice Note: Introductory guide to securitisation What is a true sale? There is no statutory or judicial definition of 'true sale' but the

A variation (sometimes referred to as a change) is an alteration to the scope of work originally specified in the contract, whether by way of an addition, omission, or substitution to the works, or through a change to the manner in which the works are to be carried out. The particular nature of the construction process makes the subject of variations important. Inevitably, because the parties cannot anticipate everything which may happen or where a contract is agreed before the design or scope of works are fully finalised, frequent changes are often required. Unless a variation is instructed, a contractor is required to follow the works as originally specified—otherwise it would be in breach of contract. When the employer asks the contractor to vary the work, the variation is being made under the contract rather than to the contract itself. For guidance on changes to the terms of the contract itself, see Practice Note: Contract variation. While touched on briefly below in various parts, for a more detailed analysis of the specific variation

Website accessibility statements set out how businesses make web content more accessible for people with disabilities. Where used, they are typically short documents and, given the nature of each business' website, will vary depending on the design of the website and the target consumer. Many businesses no longer choose to publish such statements, rather they prefer to incorporate good design practice into their websites (see Accessibility by design below). Equality laws The law relating to discrimination against disabled persons is now dealt with under the Equality Act 2010 (EqA 2010). The Disability Discrimination Act 1995 (which used to regulate this area and is still often referred to in common parlance)

Tax analysis: David Milne KC, of Pump Court Tax Chambers, considers the implications of the Upper Tribunal’s (UT) decision in Beard v HMRC.

‘Financial asset’ is defined in regulation 2 of the Taxation of Securitisation Companies Regulations 2006, SI 2006/3296 (the Securitisation Regs) (Securitisation Regs, SI 2006/3296, reg 2) as having the meaning it has for generally accepted accounting practice, but subject to a number of specific inclusions and exclusions, which are explained below. GAAP definition As explained in Practice Note: Loan relationships—accounting framework and principles, generally accepted accounting practice (GAAP) for the purposes of the Corporation Tax Acts means both UK GAAP and International Accounting Standards (IAS). Financial assets are defined in Financial Reporting Standard 102 (FRS 102) and IAS 32. Appendix 1 to FRS 102 sets out the following definitions: Asset A resource controlled by the entity as a result of past events and from which future economic benefits are expected to flow to the entity. Financial asset Any asset that is:• (a) cash • (b) an equity instrument of another entity

Section 1159 of the Companies Act 2006 (CA 2006) sets out the meaning of ‘subsidiary’, stating that: ‘A company is a ‘subsidiary’ of another company, its ‘holding company’, if that other company: a) holds a majority of the voting rights in it, or b) is a member of it and has the right to appoint or remove a majority of its board of directors, or c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it, or if it is a subsidiary

Sweep clauses supplement detailed statements of work by obliging the supplier to perform: (a) functions not specifically described in the statement of work or service descriptions schedule but an inherent part of the services described in general terms, and (b) related functions formerly performed by transferred staff, or with assets, budgets or other resources transferred to the supplier. They are a catch-all intended to ensure that the supplier is obliged to perform certain services even if they have not been included in the services description. Typical clause wording will be drafted to catch services that: • are reasonably or necessarily required for, or related

Accident and sickness insurance provides cover to individuals for unforeseen accidents, resulting in injury or damage, and sickness. Types of insurance cover There is a great deal of variation in the accident and sickness insurance market, however, it broadly falls into two categories: personal accident cover and sickness or general disability cover. Personal accident insurance Personal accident cover can be purchased as a stand-alone policy, either by an individual or as part of group policy by an employer, or is also often found within other policies of insurance held by individuals, such as for private medical cover, motor, travel, sports, home or business insurance. Standard cover will usually include insurance cover for: • death • permanent total disablement, and • loss or, or loss of use of, a specified body part It also pays out in respect of associated property damage. Common exclusions include accidents occurring while an individual is undertaking an excluded activity, is affected by alcohol or drugs or where the accident occurs outside of the UK. Such

The term 'acquisition finance transaction' typically describes an acquisition of a business funded partially by debt which has been raised for the purpose of making the acquisition. 'Acquisition finance' is the debt finance raised from banks and institutions that invest in acquisition finance transactions. The term is particularly associated with leveraged buy-outs, ie private equity sponsored buy-outs of businesses where the buy-out is funded partially by debt as well as equity from the sponsor. It can, however, also refer to acquisitions by corporates where they use specially raised debt to fund an acquisition. This Practice Note: • gives an overview of a structure of a leveraged buy-out • explains the different types of debt that may be used on an acquisition finance transaction • explains the different types of acquisition finance transaction • explains the advantages from the sponsor's perspective of using debt to fund an acquisition For a more comprehensive introductory guide to acquisition finance, see Practice Note: Introductory guide to acquisition finance. For a glossary of commonly used terms and jargon, see:

Adtech is short for advertising technology, which encompasses software and tools that allow agencies and brands to target, deliver and analyse digital advertising. It focuses on targeting specific groups or individuals. Included under this umbrella is omnichannel (multichannel advertising) and programmatic advertising. Martech

Arbitration analysis: In A Ltd v B Ltd the court considered whether the appeal process in the arbitration rules of the International Cotton Association (ICA) constituted an appeal of process or review under AA 1996, s 70. On finding that it did constitute such a process, the court considered whether party A had ‘exhausted’ it. In the circumstances, they were found to have done so, but the court emphasised that the test of ‘exhaustion’ was flexible and fact-specific.