What is ‘invisible processing’? ‘Invisible processing’ is discussed by the Information Commissioner’s Office (ICO) in their detailed guidance on Data Protection Impact Assessments (DPIAs) as follows: ‘“Invisible processing” occurs when you obtain personal data from somewhere other than directly from the individual themselves, and you don’t provide them with the privacy information required by Article 14. The processing is “invisible” because the individual is unaware that you are collecting and using their personal data, even if you publish a privacy notice on your website. This processing results in a risk to the individual’s interests as they cannot exercise any control over your use of their data. In particular, they are unable to use their data protection rights if they are unaware of the processing. This is true even if the processing itself is unlikely to have any negative effect. You may also be at risk of breaching the fairness and transparency

Dispute Resolution analysis: Expert determination clauses typically provide for narrow grounds to challenge the expert’s determination, often limited to ‘manifest error’. In this appeal, the appellant successfully challenged the High Court’s decision to overturn an expert determination on the grounds of manifest error. The Court of Appeal’s decision provides important guidance on the threshold for ‘manifest error’ and how the courts will approach challenges to expert determination. Written by Andrew Judkins, counsel at Norton Rose Fulbright LLP.

Companies sometimes choose to settle their employee share awards on a net basis in order to reduce the number of shares that they need to issue in order to satisfy the awards. Most often, net settling occurs in relation to non-tax advantaged share options, as follows: • on a normal share option exercise, the employee option holder pays the exercise price in cash and then receives all of the shares that he is entitled to under his option • by comparison, if the option is net settled instead, the option holder receives fewer shares on exercise as the exercise price is withheld from the number of shares that would otherwise have been delivered to the option holder. As a result, the option holder receives a number of shares which are equal in value to the ‘spread’ of the option at exercise, which is the same economic benefit as if the option holder had exercised the option in the normal way, as referred to above Therefore,

‘Relevant separation agreement law’ is defined in section 7C(3) of the European Union (Withdrawal) Act 2018 (EU(W)A 2018, as follows: ‘In this Act ‘relevant separation agreement law’ means— ‘…(a) any of the following provisions or anything which is domestic law by virtue of any of them— (i) sections 7A, 7B, 8B or 8C or Part 1B or 1C of Schedule 2 or this section, or (ii) Part 3, or section 20, of the European Union (Withdrawal Agreement) Act 2020 (citizens’ rights and financial provision), or (b) anything not falling within paragraph (a) so far as it is domestic law for the purposes of, or otherwise within the scope of—(i) the withdrawal agreement (other than Part 4 of that agreement), (ii) the EEA EFTA separation agreement, or (iii) the Swiss citizens’ rights agreement, as that body of law is added to or otherwise modified by or under this Act or by other domestic law from time to time.’ As to the provisions set out

‘Sweat equity’ can refer to where shares are given to managers/founders in either a management buyout (MBO) or venture capital (VC) context, not in return for cash, but based on the recipient’s effort and contribution to the MBO/VC project. Here, the intention is to reward the company’s management/founders by providing them with stakes in the relevant business for their past and continuing efforts within such enterprise. Therefore, in this context, the provision of “sweat equity” would involve an allotment and issue of shares by a

In Re Wellsted's Will Trusts Wellsted v Hanson it was said: ‘“Cash”…is a loose expression. Nowadays it does not mean mere cash in one’s pocket, but it includes a chose in action like money on current or deposit account at the bank’. An application for the grant of probate on an estate over the nil rate band threshold is made on an IHT400 form. That form requires the applicant, usually the executor, to set out the deceased’s assets. In the first section under the heading ‘Assets Owned Outright by the Deceased’ are seven categories of property. These include real property being the deceased’s residence but not investment property, household goods and life assurance policies. It is clear from the various

The Civil Proceedings Fees Order 2008 (CPFO 2008), SI 2008/1053, Sch 1 sets out the fees payable in respect of various types of court proceedings. CPFO 2008, SI 2008/1053, Sch 1, para 3 contains the fees payable

Non-tax reasons for holding a company in trust A shareholder trustee has all the same rights and duties of a shareholder who is absolutely entitled to the shares. These rights and duties are a matter of general law and the provisions of the company’s constitutional documents. However, a trustee is also subject to the duties imposed on

Joint venture Contractual joint ventures—overview discusses the general issues which arise in contractual joint ventures, in particular how to draft a contractual joint venture. Also see Practice Note: Setting up a joint venture—choice of structure, which considers the advantages and disadvantages of the different structures/vehicles that could be used to set up a joint venture. These include a corporate joint venture, a joint venture partnership and a contractual or commercial joint venture (a collaborative JV). Areas covered for each vehicle include any statutory framework, legal personality, limited liability, flexibility and publicity. Practice Note: Contractual joint ventures sets out the advantages and disadvantages of using a contractual joint venture, as well as setting out the common types of contractual joint ventures. Drafting the contractual joint venture Practice Note: Drafting a contractual

Applications for family provision under the Inheritance (Provision for Family and Dependants) Act 1975 (I(PFD)A 1975) are regulated by the provisions of CPR 57. CPR 57.16 states that a claim must be issued in accordance with CPR 8, as modified by sub-sections 3–5. Neither I(PFD)A 1975, nor CPR 8 nor CPR 57 indicates who should be named as defendants to a claim for family provision. However, it is generally understood that the defendants will be the deceased’s personal representatives (PRs) and all of the beneficiaries with an interest in the estate. There is no requirement for a PR who is also a claimant under I(PFD)A 1975 to renounce. In these circumstances, the PR will need to wear ‘two hats’ and their role in the claim is to assist the court in a neutral way. The Court of Appeal recently

This Q&A considers the issues that arise when an employer ghosts, or ceases contact with, a candidate or applicant during the recruitment process. For information on ghosting by employees during the recruitment process or during employment, see Practice Note: How to deal with ghosting by employees in the workplace. For information on the recruitment process generally, see: Recruitment—overview. The term ‘ghosting’ stems from the online dating world where, at some point during the relationship, one person stops communicating with the other without explanation—they are ‘dumped’ without ever actually being told they are dumped. Many candidates will have experienced ghosting by prospective employers during their search for jobs, and there is evidence that this is on the rise. In some cases, an employer will have so many candidates for a role that they cannot respond to all of them. Because the recruitment process is increasingly being carried out online, it is easy for employers to become oversubscribed with candidates, particularly with the increase in remote

This Q&A focusses on the issue of the use of a language clause to determine which translation would take precedence should a conflict arise. An agreement and documentation relating to an agreement, is sometimes prepared in two or more languages, especially where the transaction or arrangement being recorded involves an overseas party.