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Drafting a building contract/schedule of amendments—checklist

Drafting a building contract/schedule of amendments—checklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method—construction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters • Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor’s company number and name at Companies House. • Obtain consultants’ details Confirm the full details of the consultants engaged by the employer; some...

Articles (non-leveraged investment)—checklist

Articles (non-leveraged investment)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the founders will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or another director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency...

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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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Priority between security interests

In addition to ensuring its security has been validity created and perfected, a secured party will want to ensure its security ranks as it expects against any other competing security interests. Disputes as to priority arise less commonly than might be expected due to the use of deeds of priority and intercreditor agreements. However, these are only of use if the creditors are aware of each others' security interests and agree on whose interest should take priority. Where there is no contractual agreement, the general law as to priority will apply. This Practice Note examines the rules which determine the priority of competing security interests where the holders of those interests have not specifically agreed an order of priority among themselves by contract. Practice Note: Priority between security interests—practical examples sets out some common situations and suggests how priority rules may work in practice. It is important to note that English law priority rules are complex and are generally accepted not to be clear in every respect. The rules can...

Table of priorities of creditors by country worldwide

Priorities of creditorsOn an insolvency, most countries have rules governing the order in which creditors can be paid out of the debtor's estate, sometimes know as the waterfall of payments. Certain categories of creditor may benefit from preferential status for all or part of their claim.If there are various possible countries where the restructuring/insolvency may be conducted, the different order of payment of creditors may be a relevant factor for deciding where to commence proceedings (see Practice Note: Forum shopping and practical ways to move COMI).CountryOrder of prioritiesLexology Panoramic Guide (see in particular Qs 38–41)Austria1. Preferential claims—costs of the insolvency proceedings, disbursement of expenses for the insolvency estate’s maintenance and management, certain early termination claims, claims for fulfilment of contracts that require performance by the debtor and the other party (provided that the insolvency administrator has decided to fulfil such contracts), the remuneration of certain creditors’ associations that participate in the proceedings, and pension deficiencies accrued after the opening of insolvency proceedings2. Secured creditors (claims of creditors whose claims arose...

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Ireland—Notice of assignment of contractual rights and form of acknowledgement for an assignment by way of security: single company assignor—bilateral—specific monies

Notice of assignment of contractual rights from an assignor incorporated as a limited company in Ireland with a form of acknowledgement from the contract counterparty This is a Precedent Notice of Assignment which can be used to give notice of an assignment of contractual rights by way of security from an assignor to its contract counterparty. This drafting note explains the context in which this Precedent Notice of Assignment might be used as well as the features of this Precedent Notice of Assignment and the assumptions on which it is based. For information on taking security over contractual rights, see Practice Note: Ireland—Assignments by way of security. Parties to this Precedent Notice of Assignment This Precedent Notice of Assignment is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single security provider (defined as the ‘Assignor’) • to its contract counterparty and refers to...

Cross-border protocol for insolvencies or restructurings

Cross-border protocol for insolvencies or restructurings This Agreement is made [insert day and month] 20 [insert year] Parties 1 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country A] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; and 2 [insert name of insolvency representative] in their capacity as [insert capacity eg liquidator or administrator or trustee or custodian or supervisor or curator or examiner] of [insert name of company(ies) appointed over] in [insert name of country B] appointed by a decision of the [insert name of court or administrative or governmental or regulatory body appointing them] dated [insert date]; together referred to as the Insolvency Representatives; and 3 [insert name of debtor company(ies)] a company incorporated in [insert country] under number [insert registered number] whose ...

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When a distributor sells goods that are subject to a retention of title clause, but with the right to resell those goods in the course of its business, is any onward sale by the distributor as an agent on behalf of the original supplier as title has not passed?

When a distributor sells goods that are subject to a retention of title clause, but with the right to resell those goods in the course of its business, is any onward sale by the distributor as an agent on behalf of the original supplier as title has not passed? In answering your query we have limited our research to cover a sale of goods between two businesses as part of an arm’s length commercial transaction. Under the Sale of Goods Act 1979 (SGA 1979), property in specific or ascertained goods passes to the buyer when the contracting parties intend it to pass (SGA 1979, s 17) and a seller can, as a term of the contract, reserve the right of disposal (SGA 1979, s 19). A retention of title (ROT) clause allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a...

Do mortgage deeds need to be executed by the mortgagee or just the mortgagor? If separate counterparts are executed, do both counterparts need to be registered?

Do mortgage deeds need to be executed by the mortgagee or just the mortgagor? If separate counterparts are executed, do both counterparts need to be registered? In order to be effective to grant security to the mortgagee, a mortgage does not need to be executed by the mortgagee as well as the mortgagor (see: Target Holdings Ltd v Priestley, Helden v Strathmore Ltd and Rollerteam v Riley). A mortgage is a disposition of an interest in land and therefore only needs to be executed, as a deed, by the mortgagor, per sections 52 and 53 Law of Property Act 1925 and s 1 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989); it is not an agreement to dispose of an interest in land (which would be subject to LP(MP)A 1989, s 2), which requires such an agreement to be in writing and signed by or on behalf of both parties, whether in one document or identical counterparts each executed by one party....

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European Commission pushes on with AI models Code of Practice despite possible law delay

MLex: The European Commission is pressing ahead with finalising a Code of Practice for general-purpose AI (GPAI) model developers, intended as a key compliance tool for the likes of OpenAI, Anthropic and Microsoft, for application in August 2025, even though discussions on pausing the EU AI Act that underpins it are now formally on the table. The Code, GPAI guidelines, the template to disclose training datasets and related guidelines are expected by the first week of July 2025. Leading AI companies are being engaged to secure their support for the Code, though they are still in the dark on the critical copyright-related parts.

UK growth push puts FCA enforcement on unfamiliar footing

Law360, London: The government's demand that regulators should prioritise growth is 'largely incompatible' with their duty to deter misconduct, say lawyers who are warning clients not to interpret the political messaging as a green light to engage in risky behavior.