Both residential and commercial tenancies commonly include an express term or covenant prohibiting ‘parting with possession’ (which often also prohibits assignment and subletting). Breach of such a covenant therefore can have important consequences. For example, in a residential context, it can be a criminal offence to unlawfully part with possession of (or sublet) social housing: see sections 1 and 2 of the Prevention of Social Housing Fraud Act 2013. Equally, commercial tenants who part with possession (or sublet) are liable to forfeiture if a breach of covenant has occurred. The issue is potentially raised where a tenant lets another person into occupation of the demised premises. In Akici v LR Butlin Ltd, Neuberger LJ (as he then was) observed, at para 23 of the judgment onwards: ‘23. The difference between possession and occupation is rather technical and, even to those experienced in property law, often rather elusive and hard to grasp. None the less, it is very well established and is particularly important, and indeed well known,

Section 1123 of Corporation Tax Act 2010 (CTA 2010) defines ‘company’ for the purposes of CTA 2010, ss 1122 and 1123 only as including ‘any body corporate or unincorporated association’ but not including a partnership. A similar definition of company, which also includes body corporates and excludes partnerships, is used for the general purposes of the Corporation Tax Acts in CTA 2010, s 1121. Under section 1(2) of the Limited Liability Partnerships Act 2000 a limited liability partnership (LLP) is a body corporate. As explained in Practice Note: Taxation of UK LLPs, LLPs are, provided they meet the requirements set out in section 1273 of the Corporation Tax Act 2009 (CTA 2009), for tax purposes treated as if they were partnerships, ie on a tax transparent basis, so that the profits of the LLP are taxed in the hands

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. Following IP completion day, key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime. The sections of the Consumer Credit Act 1974 (CCA 1974) that previously set out the regulated activities that required a consumer credit license are now contained

The sections of the Consumer Credit Act 1974 (CCA 74) that previously set out the regulated activities that require a consumer credit license are now contained in the Financial Services and Markets Act 2000 (FSMA 2000) and the consumer credit activities are set out in the Financial Services and Markets (Regulated Activities) Order 2001, SI 2001/544 (RAO). .Entering into a regulated credit agreement as a lender, or exercising, or having the right to exercise, the lender’s rights and duties under a regulated

If entering into an agreement which restricts the local authority from future disposals, a local authority will need to consider relevant factors that may lead to a breach of their duty under section 123 of the Local Government Act 1972 (LGA 1972). Set out below is the relevant legislation, guidance and case law which help identify key elements of land disposal in accordance with the duty. Duty under LGA 1972, s 123 Section 123 enables local authorities to dispose of land ‘in any manner they wish’ with the caveat that it must be sold for ‘the best price reasonably obtainable’. Disposal of land for less than ‘best price’ The

The Sale of Goods Act 1979 (SGA 1979) applies to contracts for the sale of all types of goods for money consideration. Goods are defined in broad terms as including 'all personal chattels other than things in action or money'. SGA 1979 applies in respect of contracts for the immediate transfer of property in goods, for future transfers and for both absolute and conditional sales (see SGA 1979, s 2(1)). Subject to certain exceptions, the Supply of Goods and Services Act 1982 (SGSA 1982) applies to contracts for the transfer of goods and services, contracts for the supply of services, whether or not goods are also supplied and contracts under which one person bails or agrees to bail goods to another by way of hire. The exceptions include: • consumer contracts

This Q&A covers the situation where there have not been any individual transfers by the relevant member of their benefits from the original defined contribution (DC) occupational pension scheme to another scheme to utilise flexi-access drawdown. Since A day (6 April 2006), the scheme administrators may still pay lump sum benefits where those benefits exceed 25% of the total value of the member’s uncrystallised pension rights in the scheme. The lump sum paid in these circumstances is often referred to as a scheme-specific lump sum, and the protection which applies as scheme-specific lump sum protection. However, in order for scheme-specific lump sum protection to apply, certain conditions must be satisfied: • the scheme-specific lump sum must be paid from either the registered pension scheme in which the rights to a scheme-specific lump sum were held on 5 April 2006 (the original scheme), or the registered pension scheme to which

Case study This Q&A considers a situation where a company (Company A) has drag along provisions contained in its articles of association and Company A is conducting an intra-group reorganisation whereby Company A’s shareholders will transfer all their issued shares held in Company A to a newly incorporated company (Holdco) in consideration for the issue of shares by Holdco to Company A’s shareholders. In the above circumstances, this Q&A considers whether Holdco could be deemed to be a 'bona fide arms’ length purchaser' for the purposes of the relevant drag along provisions in Company A’s articles. A drag along is the process by which a majority shareholder or shareholders, can achieve a sale of all of the shares in the company (including those shares held by other shareholders) to facilitate a full exit. It is also sometimes referred to as a 'come along'.

A non-solicitation clause is a restriction which expressly prohibits a party from soliciting certain defined individuals. The clause may be drafted so that the restriction applies for the duration of the contract term and/or for a set period following termination. For an example which has optional wording to extend the restriction for a period of time following termination or expiry, see Precedent: Non-solicitation clause—commercial contracts. Non-solicitation clauses in commercial agreements limit the freedom of one party to carry on their business in a particular manner for a period of time. As such, they are a restraint of trade. Restraint of trade clauses have the potential to be void and unenforceable unless they protect a legitimate business interest and are drafted to be no wider than necessary to protect that same interest. For more information, see Practice Note: Decisions on restrictive covenants in commercial contracts. Generally, whether a contractual

The form of the tenant’s notice is prescribed by the Leasehold Reform (Notices) Regulations 1997, SI 1997/640, Sch, Form 1. Rateable value (or its notional equivalent following the introduction of council tax) is no longer relevant as a qualifying criterion in relation to the right to enfranchise, after its abolition by section 63 of the Leasehold Reform, Housing and Urban Development

Community infrastructure levy (CIL) is a financial charge which local planning authorities are entitled (but not obliged) to charge on development in their area. Liability is calculated by reference to the time when planning permission first permits development. CIL may be payable on development which creates net additional floor space where the gross internal area of new build is 100 square metres or more. A basement extension which creates additional floor space would therefore be liable to CIL, unless exempted. The Community Infrastructure Levy Regulations 2010 (CIL Regulations), SI 2010/948 set out development which is exempted from paying CIL. These include: • development of less than 100 square metres—unless this is a whole

Current status of the occupier Consideration should be given to the current status of the occupier since the Landlord and Tenant Act 1954 (LTA 1954) contracted out lease came to an end, ie are they occupying as a tenant at will, or under an implied periodic tenancy. Where a tenant holds over after the expiry of an existing tenancy, it is an open question whether the circumstances, including any payment of rent, show that the parties had agreed to enter into a new tenancy. If one party allows another into possession of their land on payment of rent, failing more, the inference sensibly and reasonably to be drawn is that the parties intended to create a periodic tenancy. However, the court has repeatedly found that the presumption of a new periodic tenancy is rebutted where