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De minimis is a legal principle which allows matters of insufficient importance or small scale to be exempted from a rule or requirement.
De minimis is recognised in some areas of EU law. In the context of competition law, the Commission issued a notice on agreements of minor importance which do not appreciably restrict competition under Article 101(1) TFEU. Similarly, in the context of state aid, the de minimis rule exempts state aid under a certain threshold from approval by the European Commission.
Some agreements that appear to infringe Article 101(1) TFEU and/or the Competition Act 1998, s 2 may nevertheless fall outside the prohibition if they only have an insignificant effect on the market, and are thereby deemed to be de minimis. The de minimis doctrine has been developed by the European Commission through a series of Notices, setting out quantitative thresholds for when agreements will have an insignificant effect on the market, based on the position of the undertakings on the relevant market.
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Seller's SPA drafting guide (unconditional completion)鈥攃hecklist This Checklist serves as a guide of certain key matters for the seller鈥檚 solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: 鈥 check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: 鈼 be named as the seller in the SPA instead of the registered holder, and 鈼 procure the sale of the sale shares to the buyer 鈥 check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions鈥攔equirement to obtain members鈥 approval) 鈥 resist proposals to include in...
Buyer's SPA drafting guide (unconditional completion)鈥攃hecklist This checklist serves as a guide of certain key matters for the buyer鈥檚 solicitors to consider when drafting a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: 鈥 check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: 鈼 be named as the seller in the SPA instead of the registered holder, and 鈼 procure the sale of the sale shares to the buyer 鈥 check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions鈥攔equirement to obtain members鈥 approval) 鈥 check to see if the seller's obligations under...
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Businesses are partially exempt for VAT purposes if they make both taxable and exempt supplies. For a description of the types of supplies that are exempt from VAT, see Practice Note: Exemptions from VAT.This Practice Note explains:鈥hen a partially exempt business can recover its input tax鈥he standard method of calculating the input tax a partially exempt business can recover鈥he de minimis rules for recovering input tax鈥ow a business carries out an annual adjustment鈥he standard method override鈥n overview of special methods of calculating the input tax a partially exempt business can recover鈥he special method override鈥he impact of non-business activities on a business's partial exemption position, and鈥he application of the partial exemption rules to VAT groupsFor details of the recovery of VAT paid on professional fees (of accountants, lawyers and other advisers) incurred on business sales and acquisitions, share sales and acquisitions, corporate restructurings, and share issues, see Practice Note: VAT recovery on corporate transactions.This Practice Note includes references to EU case law. The UK ceased to be an EU Member State...
Fixtures and fittings When transferring an interest in land (whether freehold or leasehold), unless the contract provides otherwise: 鈥 any fixtures form part of the land and are transferred with it, and 鈥 any fittings (also known as chattels) do not form part of the land and will not be included Sometimes it can be difficult to determine whether a particular item is a fixture or fitting. This can lead to dispute as to whether that item is included in the sale. It can also lead to issues when apportioning the purchase price between the property and chattels included as part of the sale for stamp duty land tax (SDLT)/land transaction tax (LTT) purposes (see: Tax鈥攆ixtures and fittings below). Depending on the drafting, in the context of a lease (as between a landlord and tenant), whether an item is a landlord鈥檚 fixture, a tenant鈥檚 fixture or a fitting/chattel can have implications in relation to repairing obligations, reinstatement, insurance, rent review and yielding up. The majority of this...
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Warranty limitations鈥攑ro-buyer鈥攃orporate seller鈥攕hare purchase agreement Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed 鈥 means[ fully, fairly and accurately] disclosed[ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading)] in such manner and in such detail as to enable a buyer to make a clear, informed and accurate assessment of the facts, matters or circumstances concerned; Losses 鈥 means all liabilities, costs, expenses (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit[ and Consequential Loss]; Tax Warranties 鈥 means the warranties[ and representations] set out in paragraph [insert number] of Schedule [insert number] and Tax Warranty means any one of them; Warranties 鈥 means the warranties[ and representations] set out in Schedule [insert number] and Warranty means any one of them; Warranty Claim...
Special administration鈥攄istribution order Court Reference No:[ INSERT COURT REF. NUMBER] [ IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS [OF ENGLAND AND WALES] [IN [INSERT LOCATION]] [ INSOLVENCY AND COMPANIES LIST (ChD)] OR [IN THE COUNTY COURT AT [INSERT LOCATION]] [BUSINESS AND PROPERTY COURTS LIST] OR [ IN THE HIGH COURT OF JUSTICE [CHANCERY DIVISION ] THE HONOURABLE [INSERT TITLE, EG MR, MRS] JUSTICE [INSERT NAME] [Insert date] IN THE MATTER OF [INSERT Investment Bank NAME] AND IN THE MATTER OF THE INSOLVENCY ACT 1986 AND IN THE MATTER OF THE INVESTMENT BANK SPECIAL ADMINISTRATION REGULATIONS 2011 ORDER UPON THE APPLICATION dated [insert the date of the application] of: (1) [insert Investment Bank name] (in special administration) (鈥渢he Investment Bank鈥) as trustee of the Client Money Trust as defined below and (2) the joint special administrators of the Investment Bank whose registered office is situated at [insert registered office address] made pursuant to rule 146(2) of the Investment Bank Special Administration (England and Wales)...
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Where a termination clause permits termination when a party ceases to carry on business, is there a legal definition of 鈥榗eases to carry on business鈥? Does the party have to fully terminate all business activities to be deemed to cease to carry on business? If the party ceases a substantial part of its business or is winding down (making 80% of its staff redundant or closing down warehouses), would it be sufficient to be deemed to 鈥榗ease to carry on business鈥? Termination clauses Termination clauses typically provide for an agreement to be ended on notice or with immediate effect upon specified events occurring, such as material or persistent breach of its terms or insolvency. They are interpreted in the same way as other terms of commercial agreements. For further guidance, see Practice Note: Contract interpretation鈥攖he guiding principles and Formation and interpretation鈥攐verview. Clauses giving the right to terminate on the cessation of business are usually combined with a clause giving such right on the insolvency of the other...
In the context of reg 11 of the Registered Pension Scheme (Authorised Payments) Regulations 2009, SI 2009/1171, does the term 鈥榬elated scheme鈥 include a former scheme operated by the same employer which has had a bulk transfer to the scheme wanting to make a small lump sum payment or can the term be interpreted to mean only schemes that are running concurrently? In answering this Q&A, we have assumed you are referring to regulation 11 of the Registered Pension Scheme (Authorised Payments) Regulations 2009, SI 2009/1171 (SI 2009/1171, reg 11), which鈥攗nlike its de minimis counterpart in SI 2009/1171, reg 12 (which applies to large occupational pension schemes)鈥攄oes not expressly caveat bulk transfers from a 鈥榬elated scheme鈥 to the receiving scheme from the conditions that need to be satisfied for a small lump sum payment. The absence of such a caveat could prevent the payment of a small pot lump sum from the receiving scheme under SI 2009/1171, reg 11, since SI 2009/1171, reg 11(1)(f) prohibits recognised transfers...
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This week's edition of Restructuring & Insolvency weekly highlights includes: an analysis of the responsibilities of directors to keep and produce appropriately detailed copies of the company鈥檚 books and records (Re New Line Polymers Ltd (in liquidation)), an examination of the meaning of section 234 of the Insolvency Act 1986 (Carvill-Biggs v Reading), a close look at office-holder costs and adjudication challenges (Sanrose Investment Ltd v Foley), plus a round-up of other news and cases for restructuring and insolvency.
This week's edition of Banking and Finance weekly highlights includes: (1) our cases round-up from May 2025; (2) our Sustainable finance and ESG monthly round-up; and (3) the Supreme Court decision in One Savings Bank where it was held that banks must follow the Etridge protocol where non-commercial hybrid transactions include a more than de minimis surety element.
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