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Considerations for a franchisee when entering into a new franchise or purchasing an existing franchise—checklist

Considerations for a franchisee when entering into a new franchise or purchasing an existing franchise—checklist This is a Checklist of issues for a franchisee to consider prior to committing to enter into a franchise agreement or purchase an existing franchise. Taking a franchise is often a substantial financial investment and long term commitment for a franchisee and it is important they fully understand what they are getting into. • Choice of business format to operate the franchise The franchisee will need to consider in what form it operates the franchise—as a limited company, an individual, partnership or limited liability partnership. If there is more than one franchise, the franchisee should further consider whether agreements are necessary to define the role and responsibility of each person involved, eg a shareholders agreement. While the limited company format does provide the franchisee with the protection of limited liability—the structure of a typical franchise will often get around this corporate veil by requiring the franchisee to also enter into the franchise agreement as an...

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Reporting on the findings of the due diligence review in a private equity buyout transaction

Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...

Case tracker—2025—Corporate

Case tracker—2025—Corporate This case tracker displays the current status of, and most recent developments in, key cases relevant to corporate practitioners where the judgment was handed down, or is expected to be handed down, in 2025. It covers key cases before the High Court, Court of Appeal and the Supreme Court. It is not intended to be an exhaustive list of cases heard in 2025. For the purposes of this tracker, CA 2006 means the Companies Act 2006 and FSMA 2000 means the Financial Services and Markets Act 2000. April 2025 Case details and analysis Subject Summary Kington S.À.R.L. and others v Thames Water Utilities Holdings Ltd and others [2025] EWCA Civ 475Court of Appeal Public company takeovers (Schemes) This was an appeal from the decision of Leech J to sanction a restructuring plan under Part 26A of the Companies Act 2006 in respect of Thames Water Utilities Holdings Limited. The key legal findings were: (1) the court reaffirmed principles from Re AGPS Bondco Plc on the application of Part 26A, including...

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Deed of contribution—private M&A—share purchase

Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...

Pensions warranties—defined contribution scheme—share purchase agreement

Pensions warranties—defined contribution scheme—share purchase agreement Replace Schedule 4, paragraph 19 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following: 1 Pensions 1.1 Except as provided for by the Pension Scheme, the Company is not and has never participated in an arrangement or agreement to provide pensions, annuities, lump sums, gratuities or similar benefits on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of a present or former employee of the Company or any other person, or for the benefit of that individual’s dependents. 1.2 All benefits under the Pension Scheme are provided on a money purchase basis. No assurance, guarantee or promise has been made to any employee of the Company as to the amount of benefits to be provided under the Pension Scheme. 1.3 Copies of the following documents have been Fairly Disclosed to the Buyer: 1.3.1 the governing documentation of the Pension Scheme including the trust deed and rules and all ancillary and...

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Hong Kong—security for costs imposed on plaintiffs in application to set aside arbitral award (Y S v GI GG)

Arbitration analysis: This decision affirms well-established legal principles on the grant of security for costs in the context of an application to set aside an arbitral award under section 81(1) of the Arbitration Ordinance (Cap. 609) (AO). The plaintiffs argue that the award should be set aside as it acknowledges a Set-Off Mechanism, the effect of which the plaintiffs contend conflicts with Hong Kong public policy. The Set-Off Mechanism in this case, in essence, obliged the 1st plaintiff to waive the purchase price for shares in the amount outstanding to the 1st defendant, should the 2nd defendant fail to pay the 1st defendant any amount due under a promissory note. The 1st defendant applied for security of costs to be furnished by the plaintiffs in the set aside proceedings. Mrs Justice Mimmie Chan considered that the set aside application had little prospect of success and held that it would be just to exercise discretion to order the plaintiffs to provide security for costs. The case demonstrates the Hong Kong Courts’...

Upper Tribunal confirms non-enforcement of debt indemnity not a ‘service’ for remittance purposes (HMRC v Sehgal)

Tax analysis: In HMRC v Sehgal, the Upper Tribunal (UT) found the First-tier Tax Tribunal (FTT) had erred in law when it made its decision that arrangements under which the taxpayers settled a debt indemnity arising from a share sale did not give rise to a remittance to the UK. However, despite that finding, on a correct analysis, the UT agreed with the final result of the FTT’s decision, and therefore dismissed HMRC’s appeal.