Knowledge

The ICSA has published new guidance on terms of reference for audit, remuneration, nomination, risk and executive committees, as well as new guidance on matters reserved for the board. The new guidance notes have been revised to reflect the updated editions of the UK Corporate Governance Code (“Code”) and FRC Guidance on Audit Committees published in September 2012 and which apply to all companies with a premium listing with reporting periods beginning on or after 1 October 2012.

Property disputes are unavoidable in today’s real estate market. Shepherd and Wedderburn’s highly respected Property Dispute Resolution team has a reputation for providing a commercially sound and pragmatic approach to resolving property disputes.

This is the latest article in our series exploring joint ventures in the Energy & Natural Resources sector. Previously we considered the legal mechanisms available to parties when seeking to terminate a joint venture faced with a deadlock situation.

The provisions of section 178 of the Insolvency Act 1986 are often relied upon by liquidators in England and Wales to abandon company property that is unprofitable or carries significant liabilities. However, these rights are not available to a liquidator appointed to a Scottish company.

This paper is the first in a series of briefing papers which we will be issuing to explain some of the legal issues surrounding joint ventures for the energy and natural resources sector. 

Unconventional oil and gas is having a transformative effect on the US economy. The UK Government sees gas as an integral part of the UK’s electricity generation mix until at least 2030 and is  keen to develop the UK’s unconventional resources.  It has taken and is taking a number of steps to encourage onshore exploration.

Section 57(2) of the Town and Country Planning (Scotland) Act 1997 permits the Scottish Ministers, on granting a consent under section 36 of the Electricity Act 1989 in respect of an operation that constitutes “development”, to direct that planning permission for that development and any ancillary development be deemed to be granted

The second in our series of briefing papers, which we will issuing to explain some of the legal issues surrounding joint ventures for the energy and natural resources sector, focuses on the legal mechanisms available to parties when they are simply unable or unwilling to continue a joint venture.

Pensions Investment Research Consultants (PIRC) has just published the 17th edition of its UK Shareholder Voting Guidelines, replacing the version published last year.

Last month, as part of the Autumn Statement, the Chancellor, George Osborne, released details of the outcome of the Government’s review of the Private Finance Initiative and announced its successor, PF2. This article will highlight some of the key changes and compare PF2 to the approach taken in Scotland under the Non-Profit Distributing Model (“NPD”).

The recent High Court case of R (Valley Action Group Ltd) v Bath and North East Somerset Council seems to indicate that planning authorities would do well to include more into their interpretation of what constitutes development if they wish to be sure of escaping challenge, and broaden it if necessary so as to include, wherever possible, projects which require environmental impact assessment.

Insurance is one of the essential aspects of commercial property that no landlord, tenant, owner or occupier can afford to be without, and every contract or lease will need to provide for the subject-matter of that document to be protected to some extent.  Having adequate cover, and, in the case of a landlord, the ability to recover the costs of the insurance, is essential.  Two recent English cases – Green v 180 Archway Road Management Co Ltd and Stannard (t/a Wyvern Tyres) v Gore illustrate the importance of keeping on top of insurance obligations.

In the case of Holt v EB Security Ltd, the Employment Appeal Tribunal (“EAT”) in a surprising decision has confirmed that continuity of employment is preserved when an employee is absent from work at one employer due to a temporary cessation of work, and then starts different work for an associated employer.  When the Claimant was then dismissed by the associated employer, he had the requisite length of service entitling him to claim unfair dismissal in the Employment Tribunal.

Local authorities in Scotland have powers has to take certain land that they hold for the benefit of a local community, known as “common good land”, and use it for a purpose other than the purpose for which it is being held.A recent Court of Session appeal, Portobello Park Action Group Association v The City of Edinburgh Council, has clarified the scope of these powers in circumstances where a proposal by the City of Edinburgh Council to build a new high school on Portobello Park in Edinburgh was challenged by a local action group.

As 2013 approaches we will begin to see an increased focus on a low carbon economy with the introduction of the Government’s Green Deal potentially changing fit-out requirements within private and commercially let property, and increased focus on low carbon cities seeing a public sector led, city-wide, carbon reduction programme and a potential move towards decentralised energy across the UK. 

When calculating the period of time under a lease, or other contractual document, care must be taken to specify when the period will start and when it will end.  In the absence of clear wording the general principal of civilis computatio, which is that when calculating a period of time, the first day is to be excluded, and the last date is to be included, will apply. In the recent Scottish case of Calmac Developments Limited v Wendy Murdoch, the court considered this principal in the context of a short assured tenancy.

Jesse J singing “it’s not about the money” at the closing ceremony of 2012 Olympics is apt when considering the “greening” of the Olympics. Olympic “projects” with Olympic-sized public budgets ought to be able to raise the bar for green and sustainable development. As the baton is handed to Rio 2016, with a promise to focus on nature preservation and urban legacy, it is worth distinguishing how green the 2008, 2012 and 2016 Olympics are as projects, how green “legacy Olympic projects” are (or will become) and the wider green impact and benefit of the Olympics as a whole. 

Perhaps if empty seats at venues reflect an attempt to cut carbon omissions that otherwise might have been created by spectators travelling to the Olympics!

The precise extent of all land that is included within the extent of a public road can be a critical issue for developers where a proposed development site requires an access route to be constructed between the development site itself and the public road, over an area of land that arguably could be within the extent of the public road, but the recent case of Morston Whitecross Limited v Falkirk Council [2012] CSOH 97 has shown that the extent of a public road may not be as far as you might think.

When serving a notice under a lease, such as a rent review notice or break notice, care must be taken to ensure that the requirements of the relevant lease provisions are met and that the terms of the notice are correct.  A mistake in serving the notice, or an error in its terms, may render it invalid.  In the recent Scottish case of Prow v Argyll and Bute Council, the court considered whether rent review notices had been validly served under the lease between the parties.

The pensions industry has responded to concerns about poor practices being adopted in pension incentive exercises by issuing a Code of Good Practice.  This voluntary code recognises that incentive exercises can remain a valid option for some members but seeks to improve the standard of such exercises to help ensure that members can make informed decisions and better choices. 

The Association of International Petroleum Lawyers (AIPN) has released the 2012 version of the Model International Joint Operating Agreement (JOA). The new JOA contains some important changes to the previous version published in 2002, and reflects recent developments in Health & Safety and Anti-Corruption law. 

Location is of key importance to major retailers, so there is likely to be consternation if a rival store looks set to appear in the same patch.  Not all concerns of this kind escalate to the Supreme Court, but Tesco’s application for judicial review of a decision by Dundee City Council did just that.

The recent case of Pinecraven Construction (Guernsey) Limited v Taddei in the Court of Session, serves as a reminder to sellers and builders alike that, in the current economic climate, purchasers are continuing to explore innovative ways to try and free themselves from their contractual obligations.