2021

30 December 2021

The PSC Register: A Recap

UK Companies and LLPs must record details of their beneficial ownership and file the details with Companies House. The information must be kept up to date.

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22 December 2021

Landmark Supreme Court Judgment leaves Google “Feeling Lucky”

Google’s homepage still encourages internet users to search for information by clicking the “I’m Feeling Lucky” button. That phrase surely sums up the mood in the camp at Google after the Supreme Court refused to grant Mr Lloyd permission to serve a £3 billion representative claim on Google in Delaware. Google, along with other large data controllers, will be breathing a huge sigh of relief.

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22 December 2021

Weathering the storm: The future for hotels

The Covid-19 pandemic created a perfect storm for the hotels sector and, despite ever improving signs of recovery, the resulting devastation will take time and innovation to repair. Unprecedented economic life-support provided by the UK government over the last two years has kept the gathering clouds at bay, but there could well be casualties in 2022 and beyond. This was the conclusion of a roundtable discussion hosted by Forsters on 10 November 2021.

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21 December 2021

The Entrepreneur's Exit - Avoiding the Legal Pitfalls

The post-COVID bounce back in M&A deals has led a lot of entrepreneurs to consider selling their businesses. Business owners are aware that today’s extremely healthy M&A market will not continue indefinitely and that the window of opportunity will soon begin to close.

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14 December 2021

Think twice before your pre-Christmas clear-out

I recently read an article written by a solicitor-turned-barrister which set me thinking about transactions which turn bad. As a transactional lawyer, I am well aware that on occasions, relations between parties sour and disputes arise, so how can parties reduce the risk of time-consuming and costly litigation at the outset?

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8 December 2021

London Calling? – Government Proposes Corporate Re-Domiciliation to the UK

The UK government announced in its Autumn Budget that it is considering putting in place a new regime to allow overseas-incorporated companies to re-domicile to the UK and has published a consultation to this effect (the “Consultation”). If the plans go ahead, foreign companies will be able to change their place of incorporation to the UK while retaining their legal identity.

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30 November 2021

Tax Considerations - Moving to the UK

Individuals and families intending to relocate to the UK should ensure they undertake pre-arrival tax planning in advance of a move, so that their affairs are arranged as efficiently as possible for UK tax purposes.

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29 November 2021

Crypto-Asset Nudge Letters: a cause for concern?

In November 2021 HMRC will begin sending ‘nudge letters’ to UK domiciled individuals they have identified as holding crypto-assets to encourage them to ensure they have paid the correct amount of income tax and capital gains tax (CGT) on any income they have received from their crypto-asset holdings.

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26 November 2021

A Great British Welcome to Asset Holding Companies? – an update on the new tax regime

The government is keen to encourage funds to be set up in the UK, rather than, for example, Luxembourg. With this aim in mind, HM Treasury has been consulting with the British Property Federation (the BPF) and other relevant organisations to devise a regime that will be attractive to private equity funds, real estate funds and debt funds, so encouraging them to either set up in the UK or move existing funds to the UK.

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18 November 2021

Non-Compete: What is Reasonable?

Much like London buses, the Supreme Court must be thinking that restraint of trade cases are coming along all at once. In what was their third restraint of trade case in three years, the Supreme Court has recently handed down its decision in Harcus Sinclair LLP v Your Lawyers Ltd finding that a restraint of trade clause contained in a non-disclosure agreement between two law firms was not unreasonable in the circumstances and was, therefore, valid.

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22 October 2021

Key considerations for property Joint Ventures

Entering into a joint venture with another party in respect of the development of a property continues to be a popular way of sharing risk, pooling knowledge and expertise, and potentially making a project more attractive to third party funders.

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19 October 2021

Managing the hotel sector - getting the operator in

One of the key elements for the owner of any new hotel is getting the right operator in place. More than just a covenant strength concern, the right operator is essential for ensuring the parties get the most out of the hotel from a financial perspective.

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13 October 2021

Return of the SPAC? – Listing Rules Changes for UK SPACs

In an effort to encourage a greater number of special purpose acquisition companies (SPACs) to list in the UK, the Financial Conduct Authority (FCA) has made a number of changes to the Listing Rules. Such changes came into effect on 10 August 2021.

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12 October 2021

Digital Assets Update: Apple’s Digital Legacy Program

Since we published our comments on access to digital assets after death in the FT Adviser earlier this year, the thorny issue has moved no further up the government’s list of priorities. However, it is encouraging to see a growing awareness of the problem among tech giants.

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11 October 2021

Real Estate and The National Security and Investment Act 2021

At first blush, one could be forgiven for assuming that the National Security and Investment Act 2021 (the “Act”) would only apply to obviously “dodgy dealings” and “suspect individuals”. However, for anyone who has read our summary of the National Security and Investment Bill or our update following its receiving Royal Assent , it will be clear that the new regime will be far more wide-ranging, potentially catching a plethora of transactions and the parties involved. One sector which could be particularly affected in more ways than one is real estate.

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11 October 2021

The implications of a "Golden Share" in football

When Tracey Crouch MP published her report on the “fan led” review of football, I was taken by the reference to the intention to “develop proposals…to offer greater protection…through a ‘golden share’ for fans, giving veto powers over reserved items, to be held by a democratic legally constituted fan group”. When this was followed up by both Oliver Dowden MP visiting my football club (Brentford FC) and his successor Nadine Dorries MP referencing Brentford’s ‘golden share’, I thought – as the lawyer who advised the Brentford Supporters’ Trust on the implementation of its ‘golden share’ (or BU Special Share as that particular one is known) – that it would be worthwhile reflecting on the key points to consider in relation to such a share.

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6 October 2021

Senior Executives: thinking of relocating to the UK?

Forsters’ SenEx Advisory Group regularly advises internationally mobile company executives and professionals when a move to or from the UK is being considered. The move triggers many questions, some of which are based on common misconceptions about the UK’s tax, immigration and employment regimes.

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5 October 2021

W&I Insurance Starter Pack

Once seen as a trend, W&I deals have become increasingly popular over the last decade or so – more recently as a way of dealing with liability on acquisitions in a pandemic scenario. If you’ve never been involved in one of these deals before or have only limited experience of them, read on to find out the basics.

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29 September 2021

Should I establish a non-UK resident company to acquire UK property?

It used to be clear that non-UK residents planning to invest in UK property would generally choose to do this through a non-UK tax resident company rather than a UK tax resident company. However, this is no longer necessarily the case. This article seeks to explain the current position.

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27 September 2021

Share or Asset Deal: What’s the difference?

Whether you’re buying a property directly or buying the shares in a company which owns a property, there is a process of disclosure and due diligence which must be undertaken. However, there are key differences in how these are dealt with, depending on which transaction type is chosen. This article will focus on the key transactional differences rather than the tax implications which, whilst obviously crucial, are a topic in themselves.

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21 September 2021

The unintended consequences of family disputes and family trusts

Family wealth planning is frequently undertaken against a background of positive planning, often when the second generation is younger, and the family small and without complications. Over time this can change and lead to unintended adverse consequences for Trust structures if the family enters into a major dispute. Families and practitioners can learn from some of these issues, as Highvern's Richard Joynt and Forsters' Alex Tamosius outline.

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16 September 2021

The Pension Schemes Act 2021: Directors, Lenders, Everyone, Take Heed!

Prompted by the high-profile collapses of the likes of BHS and Carillion, which left their employees facing severely diminished retirement funds due to pension scheme deficits of £275 million and £580 million respectively, the Government has proposed radical changes through the Pension Schemes Act 2021 (the “PSA”).

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8 September 2021

Strategic Land and Development - Laying the legal foundations for commercial success

The delivery of new homes across England and Wales is clear to see, and the demand for new deliverable sites remains highly competitive. In this article we explore the commercial drivers behind development and the importance of accommodating evolving policy, market forces and public funding and delivery requirements. We also consider the preliminary stages of a development project and the overarching considerations for a successful Development Agreement.

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13 August 2021

Can I file my video or audio evidence in children proceedings in the family court?

In disputes between parents about children (e.g. where their children should live or how much time they should spend with each parent), clients frequently come to us with evidence they have gathered. In an age where our smartphones are never far from reach, this can take many forms: screenshots, videos (taken secretly or with the participants' knowledge), voice notes, voice recordings, social media posts, appearances on “FindmyPhone”, and so on and so forth.

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2 August 2021

Top five things to know about Listed Buildings

Owning a listed building is not for the faint hearted, but it can also be a source of much joy and fulfilment. Here are five crucial things to know for those thinking of purchasing, or already owning, a listed building.

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30 July 2021

Returning to work - key considerations for employers

Employers and employees alike will be well aware that on 19 July 2021 the government lifted its instruction that people should work from home. This article will address how employers can best interpret the current government guidance (in conjunction with their statutory duties) and the takeaway points from recent Employment Tribunal decisions concerning the return to work.

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30 July 2021

Much Ado About Service Charges

A recent case (Criterion Buildings Ltd v McKinsey and Co Inc [2021] EWHC 216 (Ch)) has clarified the proper approach to the calculation of service charges in relation to commercial premises. In particular, the apportionment of the service charge between the tenants and the demands for sinking fund contributions was considered.

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23 July 2021

Transport Decarbonisation Plan - Key Take-Aways for Logistics

The Government has published its most recent plan to decarbonise the transport system in the UK. "Decarbonising Transport: A Better, Greener Britain" (the TDP) is intended to be a "greenprint" for the UK's road to a net zero transport industry by 2050. The publication of the plan is particularly timely given that the UK will be hosting the UN Climate Change Conference (COP26) in Glasgow later this year.

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20 July 2021

Tax and estate planning considerations for purchasers of UK real estate

The acquisition of UK real estate by a non-UK domiciliary will always come with an increased exposure to UK inheritance tax (IHT). The value of UK property in a person's estate will be subject to IHT at a flat rate of 40% on death if and to the extent that it exceeds the deceased's available 'nil rate band' amount of up to £325,000. This may come as a shock to clients from the US, where the amount that can pass free of Federal estate tax is currently $11.7m!

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20 July 2021

A positive outlook for the UK Property Market

Property experts from across the industry agree that the UK residential property market, particularly high-value London real estate continues to be a popular choice for international buyers, both as a place to call home and for investment purposes.

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6 July 2021

Post-Pandemic Business Tenancy Renewal Terms

This is yet another recent County Court Judgment as to renewal of a business tenancy. It seems tenants are now keen to take renewals to Trial to not only seek lower rents but better terms generally.

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1 July 2021

The Fire Safety Act 2021 - overview and note for Build to Rent Landlords

Intended to address concerns raised in the wake of the Grenfell Tower tragedy, the Bill had a bumpy ride through Parliament. Attempts to introduce a clause prohibiting remediation costs being passed to leaseholders failed. Much of the Act remains controversial, with concerns over the burden of costs on leaseholders enduring

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29 June 2021

The UK cladding crisis - What it means for building owners, purchasers and investors

There has been substantial publicity as to the plight of leaseholders facing serious safety issues and hefty service charge bills and a call for Government action to meet all the rectification costs. But the issue is not limited to residential buildings. It can equally apply to commercial buildings with cladding and there have been particular issues with student accommodation and hotels.

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24 June 2021

Growth in Professional Negligence Claims - Claims Against Property Solicitors

In recent years there has been a substantial growth in professional negligence claims against solicitors i.e. claims for breach of contract, negligence, trust or fiduciary duty. Insurers have apparently paid out over £2 billion in the last 10 years or so with half of such claims being property related. Premiums have increased as a result.

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21 June 2021

The Recovery Loan Scheme: A Summary

The 31 March 2021 deadline for applications under the previous government-backed COVID-19 loan schemes has well and truly passed, however many businesses still need financial support as they try to recover from the economic effects of the pandemic. The Recovery Loan Scheme (the “Scheme”), announced in the Spring 2021 Budget, aims to do just that. A summary of the Scheme is set out in this article.

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21 June 2021

Been there, done that: In conversation with Director, Danny Malone

What better way to find out about the pros and cons, highs and lows of being a director than to ask someone who has done it all? So, we did. Danny kindly agreed to give us an insight into what being a director actually entails, the risks and challenges that directors face and what it takes to be an effective director.

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18 June 2021

Whole life carbon footprint of buildings

Whilst much of the focus on the decarbonisation of the built environment has been on owners and occupiers working together to reduce the operational carbon footprint of buildings, alongside this, we are increasingly hearing about the importance of addressing embodied carbon – the other key factor in establishing the total carbon footprint of a building.

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12 June 2021

Becoming a Director: Knowing your duties and potential liabilities

Becoming a director is a significant step in your career. As a director, you will be responsible for managing the company on a day-to-day basis with the rest of the board and you will have decision-making responsibilities, whether on an individual basis, as part of a committee or at board-level. As such, you will hold a significant amount of power within the company structure.

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14 May 2021

Westminster removes affordable housing requirements for hotels

Westminster City Council published its City Plan on 21 April 2021, deleting the controversial requirement for hotel development to make provision for affordable housing. The proposed policy threatened to further hamper the creation of much needed visitor accommodation within central London.

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4 May 2021

Good and bad news for retail landlords and tenants

Hammerson, one of the UK’s largest shopping centre owners, has stated it expects to cut rents for retail tenants by 30% as they are too high, there have been two Court Judgments which reflects the current state of the retail market. They both relate to Units within the Westfield Centre at Shepherds Bush, the largest retail and leisure destination in Europe.

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4 May 2021

Should I care about corporate governance? – a guide for SMEs, owner-managed businesses and family companies

On 22 April 2021, the European Confederation of Directors Associations published its updated Corporate Governance Guidance and Principles for Unlisted Companies in Europe (the “Guidance”), originally published in 2010. Here we summarise some of the key points set out in the Guidance and explain why corporate governance should not be ignored by SMEs, owner-managed businesses and family companies.

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29 April 2021

Electric Vehicle Charging Points - Quick Guide

The roll-out of Electric Vehicle Charging Points (EVCPs) across the UK is only going to continue to gather speed, with the government’s announcement last year of a ban on the sale of new petrol and diesel cars, to take effect from 2030. In this briefing we set out an overview of the key issues and questions for property owners to consider in relation to EVCPs.

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21 April 2021

Off Payroll Working Rules (IR35) – nearly a month into the new regime

On 6 April 2021 new rules came into effect for individuals who use their own personal service company (PSC) to sell services to clients, and the client companies that engage them. HMRC are keen to tackle "disguised employment" situations where an individual is de facto employed by a client. This is in part due to the tax and NIC savings made by the individual and the client by treating their relationship as a "client-contractor" one rather than an "employer-employee" one.

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21 April 2021

When is a flat not a flat? When it’s too small to live in

When it comes to creating new residential property through permitted development rights, bigger really is better. In February 2021, the Planning Inspectorate rejected a proposal under permitted development rights to convert a chip shop in Leicester into three flats on the basis that the internal space would be too small to constitute dwellinghouses.

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14 April 2021

Freeports – the good, the bad or the ugly?

There has been much discussion over recent months about the advantages and disadvantages of freeports and the Chancellor’s Spring Budget which announced the creation of eight freeports in the UK has only increased such speculation. Tax reliefs, enhanced trade and infrastructure development vie with claims of money laundering and tax evasion. In this article, we consider the pros and cons of freeports and what the proposed tax reliefs actually comprise.

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8 April 2021

The art of estate planning

Gifts in lieu of tax are not just for the owners of the country’s great houses and can include a wide range of other collectibles. Guy Abrahams and Rebecca Meade explain how the arrangement works and the benefits it can offer.

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6 April 2021

Break Clauses

Since the onset of the COVID pandemic, many businesses have been considering their space requirements. In some cases, tenants will have leases that include break clauses which will let them terminate their leases before the contractual expiry date.

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24 March 2021

Audit reform and directors’ liability

UK directors could be held liable for ensuring the accuracy of company financial statements, with directors of large businesses facing fines and even bans from board positions if they fail to do so, under plans being considered by the Department for Business, Energy and Industrial Strategy (“BEIS”).

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23 March 2021

Business Asset Disposal Relief - A Summary

Governments recognise that encouraging people to start businesses and employ others is important for the economy, and that any charge to tax on disposal should be mitigated to recognise the years of work involved in building a business, and the financial risk that people take in doing so.

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23 March 2021

The National Security and Investment Bill - The Basics

On 11 November 2020, the National Security and Investment Bill (the “Bill”) was put before Parliament. But, what transactions will be affected and how will the scrutiny work in practise? It's worthwhile being aware of the Bill’s main points.

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23 March 2021

The Five Steps of Probate

Dealing with the death of a family member or close friend is always difficult for those involved; the last thing anyone wants to deal with when grieving is navigating complicated tax and legal procedures. It is no wonder that the probate process can appear a daunting prospect to the personal representatives or 'PRs' (the people entitled to deal with a deceased person's estate, who are also known as 'executors' when they are appointed in a Will). We provide a helpful guide to the probate process, which can be broken down into five key steps.

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23 March 2021

Making and updating a Will: a crucial estate planning tool

Making a Will is a vital part of any estate planning exercise. Sharing wealth with family and other loved ones in the most tax efficient way possible, is a priority for most people. Their aim is to provide for partners and ensure that children are supported financially to achieve their goals, whether those include buying a property, or starting a family or business.

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19 March 2021

Seven Tips for Keeping Your Marriage Happy

As Partner and Head of Family at Forsters, and having worked with hundreds of divorcing couples in the past 20 years, Jo Edwards shares her insight into where many marriages go wrong and tips on how to keep yours happy. This article was originally published in Brides magazine.

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19 March 2021

Green revolution – the growing business opportunity for rural landowners

Historically, farming agricultural land has provided steady yields and inheritance tax relief, whilst supermarkets and developers bestowed occasional windfalls on those with fields in the right place. Beyond that, opportunities have been limited as robust land prices left many rural landowners asset rich but cash poor.

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17 March 2021

Is there space in the stack for a SPAC?

Special purpose acquisition companies (SPACs) have been around for a while and although they may have “historically been viewed as a bit shady” (Axios correspondent Felix Salmon), 2020 seemed to have been (at least for them) a good year, with SPACs (particularly in the US) being increasingly used as a means for established private companies to access capital markets and go public.

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9 March 2021

Crypto-assets and the OECD

Bitcoin (BTC) has been back in the news again recently, as values surged and continue to fluctuate. Investors are increasingly considering alternative assets, including crypto-assets, amidst the on-going economic gloom.

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23 February 2021

Changes to the Planning Use Classes

Following the recent introduction of significant new planning legislation, our Planning team have outlined a useful guide to the new use class system and a guide to new permitted development rights.

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15 February 2021

COVID-19 vaccines: employment law considerations

The COVID-19 vaccination programme is well underway and with reports suggesting that all adults will be offered a vaccine by the end of May, employers will likely be considering the implications of this for their staff. This article considers some of the key issues.

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12 February 2021

Don't waive goodbye to the rent

The recent decision of the Court of Appeal in Faiz and Others -v- Burnley Borough Council (22 January 2021) has brought welcome clarification for landlords as to when they can and cannot demand or collect rent arrears from a tenant in default whose tenancy they wish to terminate by forfeiture. Demanding or collecting rent at the wrong time can waive the right to forfeit.

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3 February 2021

VAT – cross border supplies post-Brexit

It is often easy to assume that one only has to pay UK VAT if one lives in the UK but UK VAT is often paid by individuals, trustees and companies who are resident outside the UK but use the services of professionals who are based in the UK. The extent to which VAT is or is not chargeable has changed as a result of Brexit and the end of the transition period on 31 December 2020. Here, we consider the new post-Brexit VAT position.

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3 February 2021

What is search indemnity insurance and why is it needed?

As part of the conveyancing process, solicitors submit ‘searches’ to various public authorities. These searches include (amongst others) a local authority search, an environmental search and a drainage and water search. These searches are used to help solicitors identify potential issues with the property and give an opportunity for the buyer to withdraw or negotiate the price if an adverse result is found.

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2 February 2021

The role of directors in ensuring overseas companies are and remain non-UK resident for tax purposes: HMRC v Development Securities PLC and Others

In the recent case of HMRC v Development Securities PLC and Others, the Court of Appeal held that a Jersey incorporated company with a majority of Jersey-based directors was UK resident. Although the facts of the case were unusual, some useful pointers as to what went wrong for the company and how it could have done better can be gleaned from the judgment.

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1 February 2021

Defective Cladding - Commercial purchasers/building owners need to beware

Since the tragic Grenfell Tower fire, it has become clear that many recently constructed or refurbished residential buildings, particularly taller buildings, are unsafe and require urgent and substantial remedial action. But the issue is not limited to residential buildings. It can equally apply to commercial buildings with cladding and there have been particular issues with student accommodation and hotels.

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12 January 2021

Defective Cladding / Fire Protection - Residential flatowners need to act fast

Since the tragic Grenfell Tower fire on 14 June 2017, it has become clear that many residential buildings are unsafe and require urgent and substantial remedial action. Grenfell Tower had Aluminium Composite Material ("ACM") cladding but many other cladding systems, as well as insulation and other materials making up the external walls, have now been found to also be combustible and unsafe. Moreover, many buildings have been built without adequate cavity barriers to stop the spread of fire.

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5 January 2021

What is Capital Gains Tax (CGT)?

CGT is a tax on the gain in value made when an individual disposes of a capital asset such as a residential property. Tax Partner, Elizabeth Small and Associate, Oliver Claridge discuss.

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