Shoosmiths

This Practice Note provides an introduction to the Payment Card Industry Data Security Standards (PCI DSS) for commercial lawyers. It explains the origins of PCI DSS and the Payment Card Industry Security Standards Council (PCI SSC), the entities to which PCI DSS applies, PCI DSS principles and requirements, steps that are required for compliance with PCI DSS, the requirements for ongoing compliance, enforcement, including card scheme fines and interaction with UK privacy and data security laws and standards. Concepts examined include PIN Transaction Security (PTS), Payment Application Data Security Standard (PA-DSS), tokenisation and shared-hosting providers. It also identifies certain key contractual protections that should be sought by merchants from the service providers.

This Practice Note explains when employees or directors are subject to income tax on post-acquisition benefits received in connection with employment-related securities. The exclusions from charge are considered, as well as the implications for ratchet arrangements. This Practice Note was produced in partnership with Dan Sharman of Shoosmiths.

This Practice Note explains the circumstances in which income tax (and NICs) charges can arise for an employee or director in relation to restricted securities that are employment-related, including upon the lifting, variation or expiry of the restrictions, or the disposal of the restricted securities. The note also sets out how the director or employee and the employing company may jointly elect for an alternative tax treatment using section 425 elections, 431 elections or 430 elections. This Practice Note was produced in partnership with Dan Sharman of Shoosmiths LLP.

This Practice Note explains the rules applying to employment-related securities acquired for less than market value. The annual income tax charge on the notional loan is explained, as well as the tax consequences of discharging the notional loan. The exclusions from charge are also considered. This Practice Note was produced in partnership with Dan Sharman of Shoosmiths.

This Practice Note explains the circumstances in which income tax (and associated PAYE and NICs) charges can arise under Part 7, Chapter 3D of the Income Tax (Earnings and Pensions) Act 2003 when employment-related securities are disposed of for more than their market value. This Practice Note also sets out how such tax charges are computed. This Practice Note was produced in partnership with Dan Sharman of Shoosmiths LLP.

This Practice Note explains the income tax treatment of securities options that are employment-related. The tax treatment on acquisition and on subsequent exercise (or other chargeable event) is considered. This Practice Note was produced in partnership with Dan Sharman of Shoosmiths.

This Practice Note explains the most common intercreditor structure in real estate finance transactions and covers (1) use of intercreditor arrangements and structural subordination to subordinate a mezzanine loan to a senior loan, (2) typical funding structure and security package for a real estate financing where there are both senior and mezzanine loans, and (3) key intercreditor provisions for negotiation (including subordination and priority of payments, permitted enforcement of the first ranking mezzanine share security, the mezzanine lender’s right to cure a default under the senior loan, the mezzanine lender’s right to purchase the senior loan, and the consent and consultation rights of the mezzanine lender). It also briefly covers the use of A/B loan structures and contractual subordination in real estate finance.

This Practice Note considers ways in which a distribution agreement can be terminated, including rights to terminate a distribution agreement under common law on notice, for breach or termination using the specific termination provisions in the distribution agreement. Guidance is provided on termination for breach of contract and how to give effective notice to terminate a distribution agreement. In addition, this Practice Note considers the types of termination rights that can be included in a written distribution agreement, what happens on termination and whether any ongoing obligations continue after termination including confidentiality undertakings and post termination restrictions.

This Practice Note provides guidance on the Office for Environmental Protection (OEP), a body established by the Environment Act 2021 to monitor and enforce compliance with environmental law by public authorities. In particular, it covers the OEP’s composition, objectives and strategy, functions and jurisdiction.

This Practice Note covers the key features and aspects of the reformed NHS Pension Scheme (NHSPS), which came into force on 1 April 2015, including legal framework, funding, administration and governance, membership, pensionable service, contributions, retirement benefits and benefit structure, death benefits, transfers, and outsourcing.

This Practice Note covers the key features and aspects of the Universities Superannuation Scheme (USS), including its legal framework, administration and governance, participating institutions, eligibility and membership, benefit structure, standard benefits, contribution levels, cessation of participation, and outsourcing.

This Practice Note sets out a brief analysis of important reported cases from the domestic courts under the Transfrontier Shipment of Waste Regulations 2007, SI 2007/1711 (TFSR). The cases include: R v Ideal Waste Paper Co Ltd [2011] EWCA Crim 3237, R v KV [2011] EWCA Crim 2342, R v Ezeemo [2012] EWCA Crim 2064, R v Biffa Waste Services Ltd and R (on the application of New Earth Solutions (West) Ltd) v Environment Agency. They deal with classification, scope and strict liability under the TFSR. This Practice Note also considers significant cases from the Court of Justice of the European Union under the EU Waste Shipment Regulation 1013/2006, including: Beside BV v Minister van Volkshuisvesting, Ruimtelijke Ordening en Milieubeheer Case C-192/96, EU-Wood-Trading GmbH v Sonderabfall-Management-Gesellschaft Rheinland-Pflaz mbH (Case C-277/02), Omni Metal Service C259/05, Inteseroh Scrap and Metal Trading GmbH v Sonderabfall-Management-Gesellschaft Rheinland-Pfalz mbH (SAM) C1/11, Nutrivet D.O.O.E.L. v Országos Környezetvédelmi és Természetvédelmi Fofelügyeloség (2016) C-69/15 and Case C-679/17 Container Schiffahrts-GmbH and Co. KG Ms 'MSC Flaminia' v Land Niedersachsen. It was produced in partnership with Angus Evers of Shoosmiths LLP. This Practice Note also links to related Brexit content.

This Practice Note sets out the offences created by the Transfrontier Shipment of Waste Regulations 2007,SI 2007/1711, the way in which these offences are enforced and the possible penalties upon prosecution. This Practice Note also links to related Brexit content, such as International Waste Shipments (Amendment) (EU Exit) Regulations 2019, SI 2019/590 and relevant government guidance on importing and exporting waste from 1 January 2021. It also outlines powers introduced under the Environment Act 2021 to make further regulations relating to the regulation of imports and exports of waste, and the transit of waste for export, the enforcement thereof and the power to regulate on applicable penalties and civil sanctions.

This Practice Note covers the legislative and policy framework for shipments of waste to and from the UK under Assimilated Regulation (EC) No 1013/2006 on shipments of waste and the Transfrontier Shipment of Waste Regulations 2007, SI 2007/1711, together with the UK plan for shipments of waste. It provides a guide to determining applicable waste controls, exporting under green list waste controls or exporting under notification controls, and covers rules applicable in particular circumstances, and practical information about competent authorities and enforcement. This Practice Note also links to related Brexit content, including International Waste Shipments (Amendment) (EU Exit) Regulations 2019, SI 2019/590 and relevant government guidance on importing and exporting waste, and the Transfrontier Shipment of Radioactive Waste and Spent Fuel (Amendment) (EU Exit) Regulations 2020, which implement the Northern Ireland Protocol (now known as the Windsor Framework). Finally, it outlines powers introduced under the Environment Act 2021 to make further regulations relating to the import and export of waste, and the proposals for reform of the waste carrier, broker and dealer system to a system of waste permits and the digitalisation of waste transfer records.

This Practice Note provides guidance on the legal controls around waste incineration. The Practice Note includes details on the regulators for waste incineration processes and the process for regulating waste incineration. It covers the environmental permitting regime controls for waste incineration regulated facilities which includes ‘installations’, ‘waste operations’ and ‘small waste incineration plant’ and includes relevant exemptions. The Practice Note also covers other controls under the Clean Air Act 1993 for smoke resulting from unlawful waste incineration activities and statutory nuisance.

This is a precedent systems integration agreement, which is intended for use where a customer engages a supplier to deliver an integrated solution that operates within the customer’s IT environment. It covers the procurement, delivery and installation of hardware and software, the supply of development and integration services, acceptance testing, and also the provision of ancillary services such as maintenance and/or training to customer staff on how to use the solution. The agreement is drafted with a pro-customer bias, particularly in relation to warranties, indemnities, liability and termination.

This is a precedent systems integration agreement, which is intended for use where a supplier is delivering an integrated solution that operates within the customer’s IT environment. It covers the procurement, delivery and installation of hardware and software, the supply of development and integration services, acceptance testing, and also the provision of ancillary services such as maintenance and/or training to customer staff on how to use the solution. The agreement is drafted with a pro-supplier bias.