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Option agreements—acting for the buyer—checklist

Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...

Redundancy—individual consultation checklist for employers

Redundancy—individual consultation checklist for employers This Checklist outlines steps to be taken in individual redundancy consultation, whether or not consultation has also taken place at a collective level. It sets out practical considerations involved in planning a redundancy process and covers what should be discussed at open meetings with affected employees, what should be included in letters to affected employees, what should be discussed at individual consultation meetings, what should be included in the notice of dismissal and information to be given about the right of appeal. For further guidance on individual redundancy consultation obligations generally, see Practice Notes: Redundancy—fair procedure: individual consultation and How to carry out individual redundancy consultation. This Checklist assumes that the employer has determined whether collective consultation is required (see Checklist: Redundancy—collective consultation checklist for employers—Identify redundancy situation). This Checklist is to be used: • where there is an obligation to consult collectively as, even where that obligation is fulfilled, the employer must still consult individually with the employees • where there is no obligation...

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Liquidated damages v penalty clause—checklist

Liquidated damages v penalty clause—checklist As seen in Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses, the task of determining whether or not a liquidated damages clause may be held to be unenforceable as a penalty is not always an easy one. While it will be a matter of construction for the courts in each case, there are a number of factors to consider when analysing the scope of an alleged liquidated damages clause and whether or not it may be susceptible to challenge as a penalty. If drafting a liquidated damages clause, it is essential that you keep these factors in mind in drafting the clause (and its relationship with related clauses). See: • Drafting and negotiating a liquidated damages clause—checklist • Precedent: Liquidated damages clause For specific consideration of how clauses in commercial contracts which provide for ‘default interest’ have been considered in the authorities, see: • Penalty interest rates in commercial contracts • Contract interpretation—distinguishing between liquidated damages and penalty clauses—When might default interest be...

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Increasing pensions in payment

Increasing pensions in payment FORTHCOMING DEVELOPMENT: Section 10 of the Finance Act 2022 will increase the normal minimum pension age (NMPA) from 55 to 57 on 6 April 2028 (save for members of the firefighters, police and armed forces public service pension schemes). The Finance Act 2022 will also give members of registered pension schemes a right to take their benefits before age 57, if on or before 4 November 2021 they either had an ‘unqualified right’ to take benefits or were in the process of a substantive transfer to a scheme offering an unqualified right to a protected pension age of less than 57 on or before 4 November 2021. To benefit from this new 2028 protection, the rules of the pension scheme must have included (on 11 February 2021) an unqualified right to take the entitlement to scheme benefits before age 57. For further information, see Practice Note: Increasing the normal minimum pension age (NMPA) to 57—pensions impact. THIS PRACTICE NOTE APPLIES TO ALL OCCUPATIONAL PENSION...

Disclosure—solicitors' obligations

Disclosure—solicitors' obligations This Practice Note identifies solicitors’ obligations in relation to disclosure to their client and the court. It also explains the need to preserve documents, provide the required disclosure and co-operate with the other side particularly in relation to electronic disclosure (e-disclosure). This Practice Note does not cover the provisions of the disclosure scheme operating in the Business and Property Courts. For guidance, see: Disclosure scheme—overview. Obligations Throughout the disclosure process you have obligations to your client, to the court and in accordance with other relevant provisions. These include, but are not limited to: • advising your client of the need to preserve documents—see further: Preservation of documents • ensuring your client complies with all relevant and applicable provisions and makes compliant disclosure—see further: Full disclosure • co-operating with the other side, specifically in relation to e-disclosure and/or where the claim is proceeding on the multi-track and does not involve a claim for personal injury—see further: Co-operating with the other side • a reasonable duty to manage...

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Unapproved share option agreement—standalone deed for employee

Unapproved share option agreement—standalone deed for employee This AGREEMENT is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under 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) [and] 3 [[insert name of grantor (if different from company)] of [insert address of grantor] (the Grantor)] Background (A) [The Company has agreed to grant to the Option Holder as at the date of this Agreement an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement.] (B) [The Company will satisfy the exercise of the Option by transferring or procuring the...

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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Does the consumer credit regime (as applicable under FSMA) apply to loans by a private company to its directors/shareholders?

Does the consumer credit regime (as applicable under FSMA) apply to loans by a private company to its directors/shareholders? Loans to employees If a company proposes to make loans, or extend credit to its employees for any purpose, it will need to consider the impact of the Consumer Credit Act 1974 (CCA 1974) and the consumer credit legislation under the Financial Services and Markets Act 2000. We refer you to Practice Note: Consumer credit—loans to employees and directors and employee share schemes which provides useful guidance on this topic. When determining whether the consumer credit regime applies, it is prudent to highlight that in the UK it has a very wide potential scope. Loans to employees may fall within the scope of the UK consumer credit regime if: • they fall within the definition of 'credit' under the CCA 1974, which may include cash loans and any other form of financial accommodation (see Article 60L of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI...

How can I enforce an order for pre-action disclosure and costs?

How can I enforce an order for pre-action disclosure and costs? Firstly, it would be prudent to look at the terms of the pre-action disclosure order to see if it mentions anything regarding enforcement. For an example order, see Precedent: Order for pre-action disclosure. Effect of non-compliance Compliance refers to the parties’ need to comply with the court’s rules, practice directions and orders (CPR 1.1(2)(f) and CPR 3.8)—see Practice Note: Case management—compliance. Note: rules and guidance can be set out in any applicable court guide, as well as in the CPR. To access various court guides, see Practice Note: Court guides and other guidance. Failing to comply with civil procedural rules, practice directions and/or court orders can increase the amount of time it takes for a dispute to be resolved and/or the costs of doing so. These delays and costs affect other court users, as well as the parties to the instant proceedings. Conversely, effective and efficient case and costs management can minimise the time...

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Environment weekly highlights—29 May 2025

This week's edition of Environment weekly highlights includes: the Department for Energy Security and Net Zero (DESNZ)’s working paper on a community benefits scheme and shared ownership of renewable generation infrastructure, a consultation by the Department for Energy Security and Net Zero (DESNZ) on proposed changes to the Contracts for Difference (CfD) Standard Terms and Conditions (ST&Cs) ahead of Allocation Round 7, guidance from the Department for Environment, Food and Rural Affairs (Defra) on items made from endangered species materials as well two Defra consultations on the implementation of biodiversity net gain for minor, medium, and brownfield developments and nationally significant infrastructure projects. We also include an analysis of a High Court case regarding the definition of ‘waste’ in the Planning Acts.

Dealing with the impact of tariffs on your supply chain

Commercial analysis: Tariffs have come into the international spotlight in 2025, with the US imposing unprecedented tariffs on imports and other countries, including Canada, China and the EU, imposing retaliatory tariffs on the US in response. These measures have impacted global markets and introduced economic and geopolitical uncertainty. In this article, Peter McCormack and James Lindop, both partners at Eversheds Sutherland, look at the purpose of tariffs, their impact on commercial contracts and supply chains and, from an English law perspective, the measures that businesses may take to deal with this impact.