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Issues to consider when drafting a settlement agreement—checklist (employer)

Issues to consider when drafting a settlement agreement—checklist (employer) The employer (and its advisers) should consider the following issues: Preparatory steps • Obtain from the employer: ◦ a copy of the departing employee's latest contract of employment/other relevant documents containing contractual terms (NB these may be in a staff handbook) ◦ details of the contractual benefits enjoyed by the employee ◦ relevant information regarding the employee's pension benefits ◦ relevant information regarding any shares/share options, etc held by the employee? Consider the Articles of Association/any relevant shareholder agreement, share scheme documentation, etc. See also Shares and share options below Status of negotiations • Will negotiations take place between the parties directly, or between their respective legal advisers? • How strong is the employer's negotiating position? How strong are the employee's claims or potential claims? In the case of dismissal, is there a fair reason and has the employer carried out a fair procedure? Is the employer in repudiatory breach? What is the employer prepared to offer initially, and is that...

Equipment hire agreement—checklist

Equipment hire agreement—checklist Scope and purpose This Checklist sets out the key considerations when drafting, reviewing or negotiating an equipment hire agreement. Equipment hire agreements may also be referred to as equipment leases, equipment rental, operating leases or finance leases. This Checklist uses the term equipment hire agreement for ease of reference. It is drafted from the perspective of the hiring customer under the lease. See also accompanying Precedents: Equipment hire agreement—pro-customer and Equipment hire agreement—pro-supplier. This Checklist seeks to present issues that are aimed to protect the hiring customer’s (or lessee) interests in relation to an equipment hire agreement which has been drawn up by the supplier (or lessor) (as is usually the case with equipment hire agreements). Terms such as ‘lessor’, ‘lessee’, ‘hirer’ and similar do seem to cause a lot of confusion within these types of arrangement. In this Checklist the ‘hiring customer’ or ‘lessee’ is the party who is taking the equipment on lease and the ‘supplier’ or ‘lessor’ is the party who supplies the equipment...

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Flowchart—Interaction of the SSE, share reorganisation and intra-group asset transfer provisions

Flowchart—Interaction of the SSE, share reorganisation and intra-group asset transfer provisions Where companies A, B and C are all in the same capital gains group and company A transfers the shares in company B to company C in exchange for an issue of shares by company C to company A, the following tax consequences may apply to the transaction: • the chargeable gain accruing to company A may be exempt under the substantial shareholdings exemption (SSE) in Schedule 7AC to the Taxation of Chargeable Gains Act 1992 (TCGA 1992). For more information about when the SSE applies to a share sale, see Practice Note: Substantial shareholdings exemption • the share exchange may for tax purposes be deemed not to involve a disposal by company A of its shares in company B, provided the conditions set out in TCGA 1992, s 135 are satisfied and the anti-avoidance condition in TCGA 1992, s 137 does not apply. Where section 135 applies, a modified version of the reorganisation provisions in TCGA 1992, s...

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SDLT—options and rights of pre-emption

SDLT—options and rights of pre-emption This Practice Note looks at the way that options and pre-emption agreements over UK land are treated for stamp duty land tax (SDLT) purposes. Options typically arise in development situations but are also used in other transactions. For more on indirect tax in the context of commercial developments, see Practice Note: Commercial development—indirect tax issues. SDLT ceased to apply to any land transaction involving any interests in or over land in Scotland from 1 April 2015. From that date, land and buildings transaction tax (LBTT) applies to such transactions, subject to transitional provisions. Consequently, references in this Practice Note to 'UK land' or similar expressions in the context of the application of SDLT should be read to exclude any interests in or over land in Scotland from 1 April 2015. For further details, see the LBTT subtopic. SDLT ceased to apply to any land transaction involving any interest in or over land in Wales from 1 April 2018. From that date, land transaction...

A guide to rent review for property lawyers

A guide to rent review for property lawyers This Practice Note deals with the principles behind rent review provisions. For information on drafting and negotiating rent review clauses see Practice Notes: Rent review—a practical lease negotiation guide and Drafting index—linked rent review clauses. Onerous provisions Before getting to the rent review clause itself, the other provisions in a lease can have an impact on the reviewed rent. Points scored and gloated over when negotiating a lease can bite back when the rent comes up for review. In a weak market, the presence of onerous provisions in a lease can entirely wipe out the uplift in rent that would be achieved by a more reasonably pitched lease. In a rising market, any well-advised tenant seeking to limit rent increases at review will argue for a discount to reflect unfair or burdensome terms. While some terms are always regarded as onerous, others shift their status and effect depending on prevailing market conditions. The following are those terms most likely to be used...

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Planning overage—section 106 agreement relaxation of affordable housing requirements

The ScheduleOverage—ascertainment and payment 1 Definitions In this Schedule the following definitions apply: Affordable Housing Unit means: (a) an ['affordable housing unit' OR [as appropriate]] as defined at clause [insert clause number] of the Section 106 Agreement; or (b) any Residential Unit used for the purpose of Affordable Housing; Buyer's Surveyor a chartered surveyor with not less than 15 years' experience in the [residential development OR [as appropriate]] market in the [insert location] area; Current Use Value...

Joint venture shareholders’ agreement—deadlock (50:50)

Joint venture shareholders’ agreement—deadlock (50:50) This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Company shall carry on business in accordance with the terms and conditions of this Agreement....

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When it comes to calculating the total pay of an agricultural worker in Scotland for minimum wage purposes, how does the accommodation offset rate as set out in the Agricultural Wages (Scotland) Order (No 69) 2022, affect the calculation if the worker in question is provided with free accommodation in the form of a house?

When it comes to calculating the total pay of an agricultural worker in Scotland for minimum wage purposes, how does the accommodation offset rate as set out in the Agricultural Wages (Scotland) Order (No 69) 2022, affect the calculation if the worker in question is provided with free accommodation in the form of a house? For information on the National Minimum Wage (NMW), including conditions for eligibility and how the minimum hourly rate is calculated, see generally, Practice Note: National minimum wage. Most ‘workers’ who work in the UK are entitled to be paid the minimum wage. A person qualifies for the national minimum wage if they: • are a worker • who works, or ordinarily works, in the UK under their contract, and • have ceased to be of compulsory school age When it comes to determining whether or not a worker is being paid the minimum wage, the calculation essentially involves working out an hourly rate of pay by dividing payments received by hours worked in a pay...

Can personal representatives sell loan notes in an estate during the administration period?

Can personal representatives sell loan notes in an estate during the administration period? Loan notes are often subject to specific transfer restrictions so the Personal Representatives (PRs) would first need to review the relevant terms and conditions of the loan note instrument under which the loan notes were issued and then ensure compliance with such provisions. Subject to any restrictions on transfer in the loan note instrument and assuming the loan notes are not the subject of a specific gift under any Will, the PRs would be free to sell them during the administration period and may need to sell them, for example, if they need to raise cash to pay inheritance tax, settle estate liabilities or pay cash legacies. It is also worth remembering that, while the decision as to which estate assets to sell is ultimately a decision for the PRs, it is generally prudent for the PRs to consult with the

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ISDA reports modest growth in OTC derivatives markets for first half of 2024

The International Swaps and Derivatives Association (ISDA) has issued an analysis for the Bank for International Settlements' latest over-the-counter (OTC) derivatives statistics for the first half of 2024. The report indicates a 2.4% year-on-year improvement in global OTC derivatives notional outstanding, with growth in foreign exchange, equity and an increase in commodity derivatives notional outstanding.

Private Client weekly highlights—12 December 2024

This week’s edition of Private Client highlights includes: (1) JTC Employer Solutions Trustee Ltd v Garnett, in which the High Court granted rescission of deeds of appointment executed for EBTs on grounds of mistake; (2) Oldham MBC v KZ, in which the Court of Protection authorised a care plan for a deaf man with fluctuating capacity; (3) Rupert Grint v HMRC, where the FTT held that sales of occupation income provisions applied to a capital sum received by the taxpayer on the incorporation of his business; (4) Tianrui IHC v China Shanshui Cement Group Ltd (Cayman Islands), a Privy Council decision on a shareholder’s personal standing to challenge the dilution of its shareholding; (5) Aabar Holdings S.A.R.L v Glencore plc, a decision which casts doubt on a shareholder’s entitlement to see a company’s privileged documents; and (6) HMRC publishes minutes of the November meeting of joint HMRC/industry working group on the non-dom changes.