A reorganisation of a company’s share capital should be tax neutral for its shareholders. This is because the essential feature of a reorganisation is that the overall ownership of the reorganised company is unchanged in the sense that the identity and proportionate interests of the shareholders remain the same after the reorganisation has been carried out (see Practice Note: Tax treatment of reorganisations of share capital). What constitutes a reorganisation for tax purposes is specifically defined by statute. The legislation provides, in section 126(2) of the Taxation

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. What requirements must a mortgage lender consider before trying to enforce its power, to avoid challenges by the borrower? There are two sets of rules and regulations that the lender must comply with in order to be able to rely on its unilateral power without challenge: • the rules in the FCA Handbook: the Principles for Businesses, and the Mortgage Conduct of Business Sourcebook (MCOB), and • the Unfair Terms in Consumer Contracts Regulations (UTCCR 1999), SI 1999/2083 There is considerable overlap

Breach of condition notices are governed by section 187A of the Town and Country Planning Act 1990 (TCPA 1990). TCPA 1990, s 187A applies where 'planning permission for carrying out any development of land has been granted subject to conditions', and allows the local planning authority (LPA) to serve a breach of condition notice if any of the conditions

When a lease without security of tenure reaches the end of its contractual term, it expires by effluxion of time. At that point, the tenant's right to occupy ends and the landlord is entitled to possession. If the tenant remains in the premises, the landlord may take steps to recover possession. See Practice Note: Possession proceedings (under 'Entitlement to possession'). There is no need to serve any notice in this situation. Where

Highways can be created by statute or by dedication and acceptance between the landowner and highway authority. Part III of the Highways Act 1980 (HiA 1980) contains a variety of powers for the creation of highways, including: • express dedication of highway under HiA 1980, s 37 • dedication of way as highway presumed after public use for 20 years under HiA 1980, s 31 • adoption by highway authority by agreement under HiA 1980, s 38 • adoption of private street after execution of street works under HiA

Firstly, see Practice Note: Managing a trading relationship with a business in financial difficulty. This outlines that general trade creditors are usually the last to know if a company is struggling as it not always easy to evaluate whether the finance director's assurance that 'the cheque is in the post' is in fact a true statement, or is masking a much bigger problem. For more information, see Checklist: Contract risk management clauses—checklist. Should you wish to proceed with agreeing to set-off, see the Lexis+® UK Construction clause bank: Set-off clause which may be helpful. There are a number of various rights of set-off that currently exist under English law, often with no need for a contractual set-off clause: • legal set-off allows a court to

This Q&A considers only business-to-consumer (B2C) contracts for services. Fees for cancellation of off-premises/distance B2C service contracts Where a consumer has the right to withdraw from or cancel a distance or off-premises contract that falls within the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) and exercises that right within the specified time period and in accordance with the CCR 2013, then the trader must make the reimbursement using the same means of payment as the consumer used for the initial transaction, unless the consumer has expressly agreed otherwise and the trader must not

The term ‘business lease’ is commonly used to refer to a lease that falls within the provisions of Part II of the Landlord and Tenant Act 1954 (LTA 1954) and therefore is a lease to which the security of tenure provisions under LTA 1954 apply. LTA 1954, s 23 provides that LTA 1954, Pt II: ‘applies to any tenancy where the property comprised in the tenancy is or includes premises which are occupied by the tenant and are so occupied for the purposes of a business carried on by him or for those and other purposes.’ LTA 1954, ss 43 and 43ZA set out certain classes of tenancies which are specifically excluded from LTA 1954, Pt II. In addition, there are several other limited categories of excluded tenancies (see Commentary: Tenancies excluded: Halsbury's Laws of England [1599]. A lease will therefore be a ‘business tenancy’ to which

A business that used a photograph (the copyright in which was owned by a third party) on their website to promote a service of that business can be held liable for copyright infringement. It does not matter if the photograph was sent directly to the business or not. What matters is if the photographer, as the owner of the copyright in the image, gave their consent to the use of the photograph or whether that consent can be implied. There is no defence

Termination rights within a business contract When considering termination rights within a business contract, it is important to consider the different reasons for needing to terminate a contract. For example, the difference between termination for breach of contract and termination without cause. It is also important to check how the termination clause sits alongside other remedies and provisions within the business contract. Contractual provision for termination Practice Note: Termination and expiry of contracts sets out the law, guidance and practice relating to terminating an agreement, including the practical and legal consequences of the method chosen to end the agreement, whether the termination has arisen because of a contractual provision to terminate, by way of rescission of the agreement or because of a breach of contract. The above Practice Note states that: 'It is quite common for parties to negotiate terms that stipulate when an agreement may terminate' and includes as an example: 'on notice by one or other party'. There is no general prohibition on a business

The purpose of an election under section 198 of the Capital Allowances Act 2001 is to allow the buyer and seller of a property to elect jointly to fix, for capital allowances purposes, the amount of consideration to be allocated to any fixtures on which the seller has previously claimed allowances. If the seller has not previously claimed capital allowances they cannot enter

This Q&A refers to an application to defer stamp duty land tax (SDLT) on contingent or uncertain consideration under section 90 of the Finance Act 2003 (FA 2003). It is understood that the seller (also the original buyer) has an obligation to pay an overage to the person that sold the land to it (the original seller). The seller will pass on its obligation (to pay the overage) to the buyer and the buyer may have to pay an overage to the original seller. The precise mechanics of how this obligation is passed to the buyer will affect the SDLT analysis. Under FA 2003, s 51 where an amount of consideration is contingent on an uncertain future event the taxpayer is obliged to pay SDLT on the assumption that the event occurs. Where the amount is uncertain or unascertained