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Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

Ireland—Surrender of lease—acting for the landlord—checklist

Ireland—Surrender of lease—acting for the landlord—checklist This Checklist sets out some of the key steps and issues that the landlord should consider when contemplating taking a surrender of a lease from its tenant. It is not exhaustive and you must always consider whether there are any other issues that need to be addressed in your particular circumstances. The Checklist assumes that: • the surrender is express and not by operation of law, and • there will be no re-grant in favour of the tenant immediately following the surrender This checklist can be read in conjunction with: Ireland—Surrender of lease—acting for the tenant—checklist. How to use this Checklist While the mechanics of a surrender of a lease are similar to a sale and purchase (because the tenant is selling and the landlord is buying), there are some differences. The first section (Key considerations) in this Checklist sets out key issues to consider with further detail in the table in Procedure when dealing with the surrender of a lease below. The table...

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UK residential property ownership structures for UK resident and domiciled individuals—taxation flowchart

UK residential property ownership structures for UK resident and domiciled individuals—taxation flowchart This flowchart illustrates the main taxes applicable to different UK residential property

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Preparing for the auditors—in-house lawyers

Preparing for the auditors—in-house lawyers One of the key dates in your organisation’s calendar is the date of the annual audit. An important part of the auditors’ role is to ensure that your organisation’s processes are fit for purpose. Central to that is your organisation’s approach to legal matters and legal risk. As an in-house lawyer, you need to prepare for the auditors’ visit because inevitably they will want to meet with you. While each audit firm has its own standard set of questions for in-house lawyers, the questions tend to follow certain themes, eg: • your risk register • litigation • applicable law and regulation • contracts • intellectual property (IP) • legal work process • your knowledge and experience Since joining your organisation, you have hopefully had the opportunity to meet with the key directors and heads of function. Those meetings will have given you the opportunity to find out more about many of the issues the auditors will be interested in. See Practice...

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692 form part of the UK’s overall anti-money laundering (AML), counter-terrorist financing (CTF) and counter-proliferation financing regime, as amended. The MLR 2017 set administrative requirements which run parallel to the criminal element of the AML, CTF and counter-proliferation financing regime contained in the Proceeds of Crime Act 2002 (POCA 2002), the Terrorism Act 2000 (TA 2000) and various sanction measures. There is some overlap with this legislation. The MLR 2017 have been amended a number of times since coming into force in June 2017. This Practice Note reflects the amended MLR 2017. For more on POCA 2002, TA 2000 and counter-proliferation financing, see Practice Notes: Proceeds of Crime Act 2002, Counter-terrorist financing—key information for businesses and Counter-proliferation financing—CPF—the basics. Application The MLR 2017 apply to relevant persons acting in the course of...

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Ireland—data protection impact assessment—artificial intelligence

Ireland—data protection impact assessment—artificial intelligence DPIA screening questionnaire The screening questionnaire should be a concise document and not overly burdensome on the business. However, it needs to provide sufficient information to the DPO/Privacy POC to decide if a DPIA needs to be completed. Like the DPIA itself, the screening questionnaire will be drafted by a multidisciplinary team within the business. All completed screening questionnaires should be approved, time stamped and retained by the DPO/Privacy POC. Where a DPIA is required, it should be kept with the screening questionnaire to avoid duplication. The DPIA template is a continuation of the screening questionnaire. While the screening questionnaire and the DPIA detail AI use in accordance with EU GDPR requirements, companies deploying AI systems also need to factor in their obligations under additional relevant legislation, such as the requirement to carry out a fundamental rights impact assessment (FRIA) under the EU AI Act. While outside the scope of this document, information gathered as part of the screening questionnaire / DPIA exercise will be...

Phantom share option agreement

Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment • means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control • has the meaning given...

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When an organisation wishes to add several branches to its Sponsor Licence, can this be done ‘in bulk’ (via one report on the Sponsor Management System and then a single submission of supporting documentation relating to each of the new branches), or must an individual SMS report be made for each new branch?

When an organisation wishes to add several branches to its Sponsor Licence, can this be done ‘in bulk’ (via one report on the Sponsor Management System and then a single submission of supporting documentation relating to each of the new branches), or must an individual SMS report be made for each new branch? Practice Note: Applying for a sponsor licence under Workers and Temporary Workers: eligibility and suitability notes that an organisation which has different subsidiaries, location offices or campuses (all of which are termed 'branches' for these purposes) in the UK can choose to register: • all its branches together under one licence • all its branches separately, or • several of its branches together, eg by location The relevant section of the sponsor guidance is at Workers and Temporary Workers Sponsor Guidance, Part 1, Organisations with multiple branches. Where a sponsor wishes to add new branches subsequent to the grant of a licence, the Practice Note: Workers and Temporary Workers sponsor duties: sponsor changes of circumstances notes that...

Where a statutory corporation is a holding company and a subsidiary below it is a limited company, would the statutory corporation need to appear on a PSC register of the subsidiary limited company or does it fall outside of the requirements/guidance?

Where a statutory corporation is a holding company and a subsidiary below it is a limited company, would the statutory corporation need to appear on a PSC register of the subsidiary limited company or does it fall outside of the requirements/guidance? A statutory corporation is likely to fall within Companies Act 2006, s 790C(12),

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Tecnimont must disclose emails in €212m bond dispute

Law360, London: A Russian subsidiary of fertilizer producer EuroChem convinced a court on 13 June 2025 to compel industrial group Tecnimont to produce its communications with the Italian sanctions authority, days after the trial over the €212m bond dispute kicked off.

FTT confirms consortium relief ownership proportion based on collective entitlement of link companies (Eastern Power Networks plc and others v HMRC)

Tax analysis: In Eastern Power Networks plc and others v HMRC, the First-tier Tax Tribunal (FTT) held that, when determining the ownership proportion for the purposes of consortium relief, the entitlement of multiple link companies must be assessed collectively, not by aggregating individual entitlements. Additionally, it ruled that a corporate structure designed to enhance consortium relief entitlements constituted a scheme with a main purpose of obtaining a tax advantage.