Summary A business material adverse change or material adverse effect clause (a MAC clause) is present in many facility agreements and is used to protect the lenders from being forced to lend to a borrower whose ability to perform obligations under the facility agreement has been impaired as a result of some change since the facility agreement was signed. It is designed to cover a situation in which something unexpected or unforeseen happens which could put the facility at risk. It is extremely unlikely that the vote to leave the EU or the actual exit of the UK from the EU by themselves would be sufficient to trigger the normal type of business MAC clause found in facility agreements. However, the secondary economic and/or legal effects of Brexit on a borrower may so impair the ability of the borrower to perform its obligations or damage the condition of that business that a MAC clause could be triggered by those secondary effects. An important factor in determining

The following facts have been assumed: • the UK citizen in question had a domicile of origin in one of the home nations of the UK • the reference to the 'non-domicile rules' for inheritance tax (IHT) purposes is a reference to the excluded property rules • the UK citizen acquired a domicile of choice outside of the home nations of the UK when they became resident outside the UK The place in which an individual is domiciled is not necessarily a country, but any jurisdiction governed by a single system of law. For example, an individual will not be domiciled in the UK, but in England and Wales, Scotland

Practice Note: Jurisdiction in probate matters outlines that for probate purposes, the UK consists of three jurisdictions: England and Wales, Scotland and Northern Ireland. By virtue of section 2 of the Wills Act 1861 (WA 1861), a Will made (before 1 January 1964) in the UK by a British subject, wherever domiciled at the time of making the same or at the time of death, is held to be well executed as to personal estate if valid by the law of that part of the UK where it was made. Following this, in Re Priest, Belfield v Duncan, the Will of an English domiciliary executed in Scotland, was held to be subject to English law (and so could not be construed as a holograph Will under Scottish law) and a gift to the wife of an attesting witness failed. In the case of persons dying on or after 1 January

Where an employer has a policy of paying an enhanced contractual rate of maternity pay to those employees on maternity leave, but pays those on shared parental leave at the lower basic statutory rate of shared parental pay, will it be acting unlawfully to one of its employees, by subjecting her to a detriment, if, after she asks to convert her maternity leave into shared parental leave, it then pays her at that lower statutory rate of shared parental pay, rather than the higher enhanced contractual rate of maternity pay? The argument would be that the employer reduced the rate of pay because of the employee's request to take shared parental leave, and therefore the employer's act amounts to an unlawful detriment. A further consideration is whether these circumstances would give rise

Farm workers and other occupiers working in agriculture whose accommodation is provided by their employers and who satisfy the agricultural worker condition may have special protection under the Rent (Agriculture) Act 1976 (R(A)A 1976). R(A)A 1976, s 2(1) makes clear that as long as the tenancy either is, or has been, under qualifying ownership then the tenancy is afforded protection under R(A)A 1976. A change in

Under the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), a change to the rights attaching to the shares under an enterprise management incentives (EMI) option (or, indeed, a change to the rights attaching to other shares in the company) can be a disqualifying event for EMI purposes if all of the following apply: • it affects (or would but for some other event affect) the value of the shares to which the option relates • it involves the creation, variation or removal of a right or restriction relating to any shares in the company, and • it has the effect that either: ◦ the

An easement is an incorporeal right enjoyed by the owner of a legal estate (dominant tenement) over land in the ownership of another person (servient tenement) that binds successors in title. A seller will often reserve easements for the benefit of its retained land on a transfer

Following the implementation of the Land Registration Act 2002 (LRA 2002) the ability to obtain title to registered land by adverse possession was significantly curtailed. However, for cases where the requisite 12 years of possession had accrued prior to its implementation, LRA 2002, Sch 12, para 18(1) provides that an adverse possessor who is already a beneficiary under such a trust has a right to be registered as proprietor. The leading authority remains J A Pye (Oxford) Ltd and another v Graham and another. There are four limbs to a claim

The rules relating to the eligibility and application of the lower rate of inheritance tax to an estate are set out in Schedule 1A to the Inheritance Tax Act 1984 (IHTA 1984). IHTA 1984, Sch 1A, para 2 provides that if ‘the charitable giving condition’ is met, the lower rate of inheritance tax (currently 36%) applies to the part of the value of an estate which would otherwise be chargeable at a rate other than nil per cent. The charitable giving condition is met if, for one or more components of the estate (taking each component separately), ‘the donated amount’ is at least 10% of ‘the baseline amount’. The components comprise the survivorship component, the settled property component and the general component—see IHTA 1984, Sch 1A, para 3. IHTA 1984, Sch 1A, para 4 defines ‘the donated amount’ as so much

A person who owns land included in a local authority's list of assets of community value must not ‘enter into a relevant disposal of the land’, unless the conditions in the LA 2011, s 95 are met, put simply: • that the local authority has been notified of the proposed sale. • that six weeks from that notification have expired without a written request having been made by a community interest group to be treated as a potential bidder. If such a request is made, six months from the owner’s notification to the local authority must have expired. If no written request is received by the local authority within the interim six week moratorium period, the landowner is free to make the relevant disposal within the period of eighteen months running from the notification date. If a written

Notwithstanding the tax position taken by HMRC, as a matter of company law the payment of a contribution by an employee-ownership trust (EOT)-owned company to an EOT is likely to be characterised as a distribution (assuming that the amount is not advanced to the EOT as a loan). The term distribution is given a very wide definition for the purpose of Part 23 of the Companies Act 2006 (CA 2006) to mean every description of distribution of a company’s assets to its members, whether in cash or otherwise,

A deed has four key requirements: • in writing (established in Goddard's Case (1584) 2 Co Rep 4b, 3 Leon 100 (not reported by LexisNexis®; section 1(1) of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989)) • face value—it must be clear from the face of the instrument that it is a deed and is intended to be a deed. In practice, most documents that are intended to be deeds will include the word 'deed' in the title and the execution clause (LP(MP)A 1989, s 1(2)(a)) • execution—the form will depend upon the legal entity executing the deed, for further guidance, see Practice Note: Executing