Business

The recent case of United Kingdom Hydrographic Office v Samyung ENC Co Ltd [2026] EWHC 206 (Ch) has highlighted the obvious importance of complying with Court Orders and potential ramifications if they are breached.

Following numerous prior breaches of disclosure orders, an unless order was granted whereby the Defendant’s defence would be struck out and entry of judgment for £61,716,516.09 plus interest and costs, should the Defendant continue with its non-compliance.

The Defendant had breached previous orders in respect of disclosure and applying the Denton test, the judge found that such breaches were significant and serious. There was no good reason for the breach and the Defendant had not provided an explanation, with the judge inferring that the Defendant had chosen not to comply with a potential strategy to try and postpone or stop the case.

On this basis the judge considered that there was a strong case for strike out, and that this was appropriate and proportionate, and even though the case was for an unspecified sum, the Court could enter a money judgment as a consequence of a defence being struck out. Although the judgment sum, if realised, was large, it was observed that a sanction is not disproportionate because the payment in question is significant.

It will be interesting to see if the Defendant has finally complied with its disclosure obligations on the basis of the serious implications if it does not.

Clause and Effect: A Smarter Approach to Dispute Resolution

A smart approach to dispute resolution is not just about reacting well when conflict arises. It’s about building processes and protections that make disputes less likely — and easier to manage if they do occur.

Contract Health Check

Many disputes stem from poorly written, outdated agreements and misunderstandings between parties. Reviewing key contracts for clarity, enforceability, and commercial accuracy can prevent issues before they start.

We recommend paying particular attention to:

• Payment terms
• Termination and renewal clauses
• Performance obligations
• Liability and indemnity provisions
• Dispute escalation processes

Clearer contracts, fewer disputes.

Internal Escalation Processes

Businesses that handle disputes well often have:

• A named person or team responsible for early assessment
• Clear steps for internal investigation
• Set thresholds for when external advice is required
• Consistent processes for recording and evidencing issues

This reduces risk and increases the chance of early settlement.

Seek Advice Early — Not When It’s Too Late

Early advice transforms outcomes. Many businesses assume that speaking to a solicitor will escalate tensions; in reality, the opposite is often true. Clear guidance can help frame discussions, protect relationships, and support commercially sensible outcomes.

The Cheyney Goulding Approach: Practical, Outcome‑Focused, and Commercial

Our dispute resolution team is built on a simple principle: the best resolution is the one that aligns with your commercial objectives. That may mean negotiation, mediation, settlement, or — if necessary — robust courtroom representation.

We focus on:

• Real‑world outcomes, not legal posturing
• Protecting long‑term commercial relationships where possible
• Clear, straightforward advice without unnecessary complication
• Fast, proactive intervention to minimise disruption
• Tailored strategies built around each client’s risk appetite and commercial priorities

In 2026, businesses need more than legal theory — they need practical, experience‑driven solutions that keep them moving forward.

Disputes are as common as ever, but litigation is more than ever a last resort.

Whether your organisation faces a potential conflict now or simply wants to be better prepared, adopting a strategic dispute resolution mindset will help protect your business — financially, operationally, and reputationally.

At Cheyney Goulding, we are here to guide you through that process with clarity, confidence, and constructive expertise.

Stamp Duty Land Tax (SDLT) is a key consideration in any property transaction, including lease arrangements. While the rules around SDLT are generally well-understood for the grant of a new lease, there’s often confusion about whether SDLT applies when a lease is renewed. This article explains when SDLT is payable on lease renewals, how it is calculated, and what tenants and landlords need to be aware of.

What Is a Lease Renewal?

A lease renewal typically refers to the grant of a new lease to replace an expiring one, often with similar terms and involving the same parties. Renewals can be:

• Statutory renewals, under the Landlord and Tenant Act 1954 (for business leases),
• Contractual renewals, agreed between the parties outside of statutory procedures.

Regardless of how the renewal occurs, the new lease is treated as a new grant for SDLT purposes, which can trigger tax liability.

How Is SDLT Calculated?

There are two components of SDLT for leases:

1. Lease premium (if any): Nothing is payable on premiums of up to £150,000.  For anything over that, the next £100,000 (the portion from £150,001 to £250,000) is charged at 1% and the remaining amount (the portion above £250,000) is charged at 2%.
2. Rent (NPV): SDLT is charged on the net present value (NPV) of rent over the life of the lease, using a specific formula.

Again, the current nil-rate threshold for non-residential or mixed leases is £150,000.  If the NPV exceeds this, SDLT is chargeable on the excess of up to £5 million at 1% and any NPV exceeding £2 million at 2%.

If the chargeable consideration includes both rent and non-rent consideration, he SDLT on each element is calculated separately and aggregated. 

Linked Transactions

If the lease renewal is linked to the original lease — for example, granted to the same tenant and for the same premises — HMRC may treat the leases as connected, affecting the NPV calculation. This could increase the SDLT liability, especially if the earlier lease had low or no SDLT due to shorter term or lower rent.

Key Compliance Obligations

Even if no SDLT is payable, an SDLT Return still needs to be filed in certain cases, particularly where:

• The lease term is over 7 years,
• There’s a premium involved.

Returns must be filed (and any SDLT that is payable paid) within 14 days of the effective date of the transaction (usually the date of completion).

Reversionary Lease Renewals

Timing is important to bear in mind in the case of “reversionary” lease renewals.  A ‘reversionary’ lease is one where the term commences after the date of grant.  The effective date of a reversionary lease for SDLT purposes is the date of grant, not the date the term commences.  So if a lease extension/renewal is agreed during the term of the original lease (with the term of the new lease to commence immediately following expiry of the original lease), the effective date for calculating the deadline for filing the return (and paying the tax) would be the date the renewal lease is granted (completed), not the date on which the term of the new lease starts.  So, the return would need to be filed (and tax paid) within 14 days of completion of the renewal lease, even though the term might not start for several months.

Holding Over

One other point to be aware of is potential liability for SDLT during any periods of “holding over” (where there is a gap between the expiry of the original lease and the grant of a renewal lease, with the tenant remaining in occupation during that period).  In certain cases, where certain conditions or circumstances apply, SDLT returns may be required, and SDLT may be payable, during the holding over period, as well as when the new lease is granted.

Common Pitfalls

• Assuming no SDLT is due: Many assume renewals are exempt, but, as they are treated as the grant of a new lease, SDLT may be due.
• Incorrectly calculating NPV: Errors here can lead to underpayment or HMRC penalties.
• Missing return deadlines: Even if no tax is due, failure to submit a return on time can result in fines.

Conclusion

Lease renewals can trigger SDLT liability, particularly for longer leases or those with significant rent. It’s important for both landlords and tenants to assess the potential tax implications and meet filing obligations promptly.   

Understanding your rights as a shareholder is crucial. Shareholders, as owners of a company, have specific rights that protect their interests and ensure they have a say in the company’s operations. This article highlights some of the common rights attaching to shares.  It is important to note that these rights can be varied or taken away under the terms of the company’s articles of association, a shareholders’ agreement, or other constitutional documents.  Therefore, shareholders need to scrutinise these documents to ensure they are happy with the benefits and restrictions that exist.  We commonly advise shareholders in this respect to assist them in being comfortable with what they are getting:

1. The Right to Vote

One of the most significant rights shareholders possess is the right to vote on important company matters. This includes voting on the appointment of directors, the issue of further shares, changes to the company’s constitution, and other significant changes. Typically, each share represents one vote, meaning shareholders with more shares have greater influence. This voting power ensures that shareholders can have a direct impact on the company’s direction and governance. 

2. The Right to Information

Shareholders have the right to access important information about the company. This includes financial statements, annual reports, and other disclosures that provide insight into the company’s performance and strategy. Transparency is key in maintaining shareholder trust and ensuring that they can make informed decisions about their investments. Companies are legally required to provide this information, and failure to do so can result in legal consequences.

3. The Right to Dividends

When a company earns profits, it may choose to distribute a portion of these profits to shareholders in the form of dividends. Shareholders typically have the right to receive these dividends, provided the company declares them. The amount and frequency of dividends can vary, but they represent a tangible return on investment for shareholders. It’s important for shareholders to understand the company’s dividend policy and how it aligns with their investment goals.

4. The Right to Attend and Participate in General Meetings

Shareholders usually have the right to attend general meetings, such as the Annual General Meeting (AGM), where they can ask questions, express concerns, and vote on key issues. These meetings are a platform for shareholders to engage directly with the company’s management and board of directors. Participation in these meetings is crucial for shareholders to stay informed and involved in the company’s governance.

5. The Right to Sue for Wrongdoing

If shareholders believe that the company’s directors or officers have acted improperly or breached their fiduciary duties, they have the right to take legal action. This can include suing for damages or seeking other remedies. This right serves as a check on the actions of the company’s management, ensuring they act in the best interests of the shareholders and the company.

6. The Right to Transfer Shares

Shareholders have the right to transfer their shares to others, subject to any restrictions outlined in the company’s articles of association or shareholders’ agreements. This right provides liquidity, allowing shareholders to sell their shares and exit their investment if they choose. It’s important for shareholders to understand any restrictions or conditions that may apply to the transfer of shares.  However, particularly in relation to unlisted companies it can be difficult to find a buyer.  Often the most obvious buyers are the other shareholders of the company who may wish to increase their holding.

7. The Right to a Residual Claim on Assets

In the event of a company’s liquidation, shareholders have the right to a residual claim on the company’s assets after all debts and liabilities have been paid. This means that shareholders are entitled to a portion of the remaining assets, if any. While this right is often of last resort, it provides a level of protection for shareholders’ investments.

The Importance of Shareholder Rights

Understanding and exercising shareholder rights is essential for maintaining a balance of power within a company. These rights ensure that shareholders can hold the company’s management accountable and influence key decisions. They also provide a mechanism for protecting shareholders’ investments and ensuring that their interests are considered in the company’s operations.

Challenges and Considerations

While shareholder rights are fundamental, there can be challenges in exercising these rights effectively. For instance, minority shareholders may find it difficult to influence decisions if they hold a small percentage of shares. Additionally, navigating the legal and regulatory framework surrounding shareholder rights can be complex.

Best Practices for Business Owners

For business owners, respecting and upholding shareholder rights is crucial for building trust and maintaining a positive relationship with investors. Here are some best practices:

1. Transparency and Communication: Regularly communicate with shareholders and provide clear, accurate information about the company’s performance and strategy.
2. Fair Treatment: Ensure that all shareholders are treated fairly and equitably, regardless of the size of their holdings.
3. Engagement: Encourage shareholder participation in general meetings and consider their feedback in decision-making processes.
4. Legal Compliance: Adhere to all legal and regulatory requirements related to shareholder rights and corporate governance.

Conclusion

Shareholder rights are a cornerstone of corporate governance, providing a framework for accountability, transparency, and fairness. For directors and shareholders alike, understanding and respecting these rights is essential for fostering a positive relationship with investors and ensuring the long-term success of the company. By prioritising shareholder rights, companies can build trust, attract investment, and create a stable foundation for growth.

This article is provided for guidance only.  Please contact us for further information and advice.

In the digital age, data protection is paramount, and the General Data Protection Regulation (GDPR) remains a cornerstone of privacy law in the UK. As businesses continue to evolve and adapt to new technologies, staying compliant with GDPR is not just a legal necessity but a trust-building exercise with customers. Here’s an in-depth look at essential GDPR compliance tips for businesses.

Understanding GDPR and Its Importance

The GDPR, which came into effect in May 2018, is designed to protect the personal data of individuals within the European Union (EU) and European Economic Area (EEA). Although the UK has left the EU, GDPR principles have been incorporated into UK law through the Data Protection Act 2018, ensuring that similar standards are maintained.

Key GDPR Compliance Requirements

1. Data Collection and Consent:

Clear Consent: Ensure that consent for data collection is explicit, informed, and freely given. Use clear and simple language in consent forms, and avoid pre-ticked boxes.

Purpose Limitation: Collect data only for specified, explicit, and legitimate purposes. Do not use the data for other purposes without obtaining additional consent.

2. Data Subject Rights:

Right to Access: Allow individuals to access their data upon request. Provide information about how their data is being processed and for what purpose.

Right to Rectification and Erasure: Enable individuals to correct inaccurate data and request the deletion of their data. Implement processes to ensure timely responses to such requests.

Right to Data Portability: Facilitate the transfer of personal data to another service provider upon the individual’s request in a structured, commonly used, and machine-readable format.

3. Data Security:

Implement Security Measures: Use appropriate technical and organizational measures to ensure data security. This includes encryption, access controls, and regular security assessments.

Breach Notification: In the event of a data breach, notify the Information Commissioner’s Office (ICO) within 72 hours. Inform affected individuals without undue delay if the breach poses a high risk to their rights and freedoms.

4. Data Protection Officer (DPO):

Appoint a DPO: If your business processes large volumes of data or sensitive data, appoint a Data Protection Officer. The DPO will oversee compliance and act as a point of contact for data subjects and the ICO.

5. Data Processing Agreements:

Third-Party Processors: Ensure that contracts with third-party data processors include GDPR-compliant terms. This includes obligations to process data only as instructed, implement security measures, and assist with compliance.

Best Practices for GDPR Compliance

1. Regular Training and Awareness:

Conduct regular training sessions for employees to ensure they understand GDPR principles and their responsibilities. Raise awareness about data protection and privacy within your organisation.

2. Data Protection Impact Assessments (DPIAs):

Perform DPIAs for high-risk data processing activities. Identify and mitigate risks to data subjects’ privacy and ensure that appropriate safeguards are in place.

3. Maintain Records of Processing Activities:

Keep detailed records of your data processing activities. Document the categories of data collected, purposes of processing, data retention periods, and security measures.

4. Regular Audits and Reviews:

Conduct regular audits of your data processing practices to identify compliance gaps. Review and update your data protection policies and procedures in response to changes in the business or regulatory environment.

Benefits of GDPR Compliance

1. Building Trust:

Demonstrating a commitment to data protection enhances customer trust and loyalty. Consumers are more likely to engage with businesses that prioritize their privacy.

2. Avoiding Penalties:

Non-compliance with GDPR can result in significant fines and reputational damage. Ensuring compliance helps avoid these penalties and maintains your business’s reputation.

3. Competitive Advantage:

GDPR compliance can be a competitive differentiator. Businesses that prioritize data protection can attract customers who value privacy and security.

Navigating GDPR compliance is essential for businesses. By understanding and implementing key GDPR requirements and best practices, you can protect your customers’ data, build trust, and ensure your business thrives in the digital age.

In October 2023 the Fixed Recoverable Costs ( FRC) regime was extended to try and give clarity over the costs that a winning party can recover from a losing party.  The aim is to reduce the time and expense of having to have costs assessed by the Court after the conclusion of a case.

The process is called detailed assessment and can be both time consuming and expensive. Some commercial disputes are now covered by the FRC whereas previously it was aimed at low value claims. The FRC have been extended to all civil that fall within the fast track . A new intermediate track was introduced that includes cases valued between £25,000 and £100,000.

A consideration for a commercial party will be to consider whether they wish to contract out of the FRC regime when litigation arises or progresses. It will be easier for substantial companies cover the shortfall in the costs recovered than a smaller company.

In any pre -trial negotiations it might be helpful to offer a sum in excess of the FRC allowance as part of a settlement offer to try and avoid the costs and litigation risk of going to trial.

It is always prudent to consider settlement at an early stage and a mediation can often lead to a settlement if both parties attend the mediation with a genuine desire to resolve the dispute.

If a party is unwilling to mediate it is still worth the other party offering to mediate . If  the Court decides at trial that a party has unreasonably refused to mediate they  can be penalised on costs even if they have been successful.

If you would like any further information on a litigation issue please contact Graham Young on 01483 796002 or gyoung@cheyneygoulding.co.uk

In the context of business sales, either by way of the sale of shares or purchase of assets typically from a limited company, the disclosure letter plays a pivotal role in defining and qualifying the warranties given in the sale agreement. This document is not merely a formality but a crucial component in protecting the seller against potential breaches of warranty claims post completion. It acts as a safeguard for the seller,. In this article, we delve into how the disclosure letter functions to qualify warranties in the sale agreements and its importance in the overall process of selling a business.

Understanding Warranties in Business Sales

Warranties in a sale agreement are statements or promises made by the seller about the state of the business. These can cover a wide range of aspects, such as the accuracy of financial records, the existence of legal compliance, ownership of assets, and absence of litigation. Warranties are designed to provide the buyer with assurances about the business they are purchasing. If these warranties prove to be untrue, the buyer may have the right to claim for breach of warranty, which can lead to compensation or even termination of the contract.

The Function of the Disclosure Letter

The disclosure letter is a document through which the seller qualifies the warranties given in the sale agreement. It serves several critical functions:

Clarifying Exceptions: While warranties offer broad assurances, the disclosure letter allows the seller to specify any exceptions. For example, if the sale agreement includes a warranty that the business has no pending legal disputes, the disclosure letter would detail any ongoing litigation, effectively modifying this warranty.

Limiting Seller’s Liability: By providing full and frank disclosure of any issues or deviations from the warranties, the seller can limit their liability for breaches of warranty.  A properly disclosed matter in the disclosure letter generally means the buyer cannot later claim a breach of warranty related to that matter.

Enabling Informed Decisions: For the buyer, the disclosure letter is a tool for informed decision-making. It highlights any risks or issues that may not be apparent from the sale agreement alone and may not have been highlighted in due diligence. This information allows the buyer to reassess the deal, potentially renegotiate terms, or request additional protections like indemnities.

Key Components of the Disclosure Letter

A comprehensive disclosure letter typically includes the following elements:

General Disclosures: These are broad statements about the business’s overall status. For example the contents of the business’s accounts are stated to be formally disclosed.

Specific Disclosures: These provide detailed information about particular warranties. Each warranty in the sale agreement will have corresponding disclosures that outline any known exceptions or issues related to that warranty.

Supplementary Documentation: Annexes or schedules including a bundle of documents often accompany the disclosure letter, providing supporting documents or evidence for the disclosed matters. This can include contracts, legal filings, or detailed financial reports.

Drafting and Reviewing the Disclosure Letter

Preparation by the Seller: The seller, with their legal advisors, prepares the disclosure letter by thoroughly reviewing the business’s records and identifying any potential issues that qualify the warranties. This process involves a meticulous examination of the warranties in the sale agreement and then the financials, contracts, regulatory compliance, and other critical areas of the business.

Buyer’s Review: The buyer and their legal team carefully scrutinise the disclosure letter. They assess the disclosed matters to determine their impact on the value and risk profile of the business. This review may lead to further inquiries or negotiations.  If the buyer has undertaken careful due diligence many matters may already be known to the buyer, but even if that is the case the seller should always ensure the disclosure letter contains full details, with supporting documents, of all matters that may otherwise be in breach of the warranties in the sale agreement.

Negotiations and Adjustments: Based on the disclosures, the buyer and seller may negotiate adjustments to the sale agreement. This could include changes to the purchase price, additional indemnities, or specific conditions to address disclosed issues.

Finalisation: Once both parties agree on the content, the disclosure letter is finalised and becomes a binding part of the sale documentation.

Impact on the Sale Process

Defining the Scope of Warranties: The disclosure letter details known issues in response to the warranties.  It narrows the breadth of the seller’s promises and clarifies what the buyer is accepting in the transaction.

Mitigating Future Claims: For the seller, a thorough disclosure letter serves as a defensive tool against future claims for breach of warranty. It documents what was disclosed at the time of the sale, reducing the risk of disputes and potential liabilities post-completion.

Facilitating a Clear Agreement: The disclosure letter fosters transparency, ensuring that both parties have a clear understanding of the business’s state. This transparency helps in setting realistic expectations and contributes to a smoother transaction process.

Supporting Due Diligence: From the buyer’s perspective, the disclosure letter is in effect part of its due diligence. It provides a deeper insight into the business’s actual condition and highlights areas that require careful consideration or further investigation.

Conclusion

The disclosure letter is a vital document in qualifying warranties in business sales. It serves to clarify and limit the scope of warranties, protect against future claims, and ensure a transparent transaction process. Both buyers and sellers must approach the preparation and review of the disclosure letter with diligence, as it significantly influences the sale’s terms and the parties’ liabilities. By effectively managing the disclosures, both parties can navigate the complexities of the sale with greater confidence and security.

This article is for guidance only and does not constitute legal advice. If you would like to discuss anything in this article, please get in touch.