There are strict rules regulating the employment of children and young people, which are explained in Practice Note: Employing children and young people. The principal legislation regulating the employment of children is the Children and Young Persons Act 1933 (CYPA 1933) (as amended), with certain

The Offshore Petroleum Activities (Oil Pollution Prevention and Control) Regulations 2005, SI 2005/2055 The Offshore Petroleum Activities (Oil Pollution Prevention and Control) Regulations 2005, SI 2005/2055, prohibit the discharge of oil to sea from offshore oil and gas installations other than in accordance with the terms and conditions of a permit, and require offshore operators to apply for permits for all planned discharges of oil in the course of all relevant offshore energy activities, including well operations, production operations, pipeline operations, and decommissioning operations. For more information on oil and gas regulation generally, see: Oil and gas licensing and regulation—overview. Offences under the Offshore Petroleum Activities (Oil Pollution Prevention and Control) Regulations 2005, SI 2005/2055 The Offshore Petroleum Activities (Oil Pollution Prevention and Control) Regulations 2005, SI 2005/2055, reg 16 lists the offences under the regulations and any defences. The result of a person being found guilty of an offence under the regulations is: • a fine not exceeding

From a company law perspective, ‘control’ can mean having the ability to: • control the management of the company (eg the ability to appoint or remove directors the majority of the directors) • exercise a majority of the voting rights in a company • exercise a dominant influence over a company Directors By way of example, section 255 of the Companies Act 2006 (CA 2006) sets out the circumstances in which a director is taken to control a body corporate. A director will be deemed to control a body corporate where he or any person connected with him: • is ‘interested’ in any part of the equity share capital (ie, ordinary shares) of the company, or • is entitled to exercise or control the exercise of any part of the voting power at any general meeting of the company, and • he, the persons connected with him and the other directors of that company, together— ◦ are interested in more than 50% of that share capital, or

The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) will apply to relevant transfers. Relevant transfers are: • business transfers—involving the transfer of an undertaking or business, or part of an undertaking or business situated immediately before the transfer in the UK to another person where there is a transfer of an economic entity that retains its identity following the transfer • service provision changes—involving a change in the provider of a service (outsourcing, insourcing or a change in contractor) where certain conditions are satisfied For further information, see Practice Notes: • TUPE—business transfers • TUPE—service provision changes Where there is a relevant

Meaning of non-exclusive vs meaning of exclusive and sole The terms ‘exclusive’, ‘non-exclusive’ and ‘sole’ are used frequently to describe the rights granted under both agency and distribution agreements, but these terms have no set legal meaning and so it is important to define precisely what is meant by these terms within the agreements themselves. The common meaning of these three forms of agency relationships are: • exclusive—only the agent may sell or supply the designated products in the specified territory and the principal may not do so or appoint others to do so • sole—the principal may sell or supply the products in the territory but may not appoint other agents to do so • non-exclusive—the principal may sell or supply the contract goods in the territory and may appoint

Any provision in an agreement, including interpretation provisions themselves, will be construed by a court in accordance with the usual rules of contract interpretation. The five principles provided by Lord Hoffmann in Investors Compensation Scheme v West Bromwich Building Society are examined in detail in the Practice Note: Contract interpretation—the guiding principles. These principles are supplemented by general guidelines (known as 'canons of construction') which can be used to assist in ascertaining the meaning of a written contract. The Practice Note: Rules of contract interpretation considers the most important of these guidelines. We are not aware of any materials that specifically address a clause of this nature in general commercial situations such as outsourcing agreements. However, in a property law context, in Berton

Section 17 of the Companies Act 2006 (CA 2006) makes clear that a company’s constitution, in addition to the articles of association, will include a number of other types of resolutions and agreements, as described in CA 2006, s 29. These resolutions and agreements must be forwarded to the registrar for registration and made available to members on request. CA 2006 s 29(1)(c)–(d) refer to resolutions or agreements of a class of members (as opposed to the membership as a whole). In relation to these sub-sections, see Commentary: Resolutions and agreements affecting a company's constitution: Buckley on the Companies Acts [1401], which notes: ‘It is apparently the intention to require the registration not only of resolutions or agreements for variation of class rights or other cognate matters where effected by a specified

The need for warranties In a share or asset purchase, there is no statutory or common law protection as to the assets and liabilities being acquired. The practice of building in robust warranties into any contract to protect a buyer is therefore commonplace, as are attempts by sellers to limit their liability under the warranties. One method of limiting liability under a warranty or representation is to qualify the knowledge which the seller is deemed to have within the transaction, on the basis that it cannot be expected to disclose matters which it does not know about. A buyer will, however, typically resist such qualification for the majority of warranties (unless the seller is a trustee, administrator or similar, or perhaps in an auction sale process heavily weighted towards the seller). Knowledge qualifiers Common examples of knowledge

The EU's regulatory framework for the regulation of electronic communications networks (ECNs) and electronic communications services (ECSs) (the Framework) is a series of rules which apply throughout EU Member States. The Framework comprises a number of Directives and Regulations (seeTelecommunications—overview and Practice Note: EU regulatory framework for electronic communications [Archived]). These include Directive 2002/21/EC (the Framework Directive). Two of the most important terms used in the Framework are the terms ECN and ECS. These terms are defined in Article 2 of the Framework Directive. These definitions are used widely today and replace previous definitions focused on the term ‘telecoms’. ECNs ECNs are defined very broadly as: 'transmission systems and, where applicable, switching or routing equipment and other resources which permit the conveyance of signals by wire, by radio, by optical or by other electromagnetic means,

As outlined in Practice Note: Stamp duty reliefs—intra-group, reconstruction and acquisition reliefs—Reorganisations—reconstruction relief, section 75 of the Finance Act 1986 (FA 1986) provides relief from stamp duty where a company (the acquiring company) acquires the whole or part of an undertaking of another company (the target company) in pursuance of a scheme for the reconstruction of the target company. If the conditions contained within FA 1986, s 75 are fulfilled, stamp duty is not chargeable on an instrument of transfer that transfers the undertaking (or part of it) from the target company to the acquiring company. Even if all of the conditions are met, the stamp duty relief cannot apply unless the instrument of transfer has been adjudicated by HMRC as not being chargeable to stamp duty (FA 1986, s 75(3)). The conditions for relief under FA 1986, s 75 are that: • the consideration for the acquisition: ◦ consists of or includes

In answering this Q&A, it has been assumed that it is referring to a business-to-business contract between two parties, under which one party is contractually liable to indemnify the other in respect of ‘legally enforceable costs, losses and expenses’. Practice Note: Contract interpretation—the guiding principles provides a useful starting point, as it sets out the five principles of interpretation used by the courts to answer these questions, as formulated by Lord Hoffmann in the leading case of Investors Compensation Scheme v West Bromwich Building Society (ICS). In particular, it provides that the meaning which a document (or any other utterance)

In the context of the statutory obligations to inform and consult employees collectively in a redundancy situation under section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992), this Q&A considers: • what is the meaning of ‘affected’ employees? • whether the number of ‘affected’ employees is relevant to (a) whether the statutory obligations are triggered and (b) the level of any protective award? The triggers for the statutory information and consultation obligations The statutory obligations to inform and consult (and to notify the Department for Business, Energy and Industrial Strategy (BEIS)) are triggered where an employer is proposing to dismiss as redundant 20 or more employees at one establishment within any period of 90 days or less. For further information, see Practice Note: Collective redundancy—the triggers for the statutory consultation