Box-Shifting Boxed In

Property / Disputes

Court of Appeal shuts down the box-shifting rates avoidance scheme

For years, empty commercial premises across England have quietly hosted something odd: boxes of redundant materials, placed there not to store anything useful but to reset the clock on a tax exemption. The scheme, run by Principled Offsite Logistics Limited (POLL), exploited the three-month rates holiday for vacant property by cycling boxes in and out every six weeks, claiming each cycle counted as fresh "occupation". POLL says it has saved clients over £500m this way. The City of London Corporation says the scheme alone costs it £35m a year.

The Court of Appeal has now ruled it unlawful, overturning a High Court judge who had upheld the arrangement in May 2025. The case, brought by the City of London Corporation against 48th Street Holdings, turned on whether stacking boxes with no commercial purpose beyond rate mitigation counts as genuine "occupation" under the rules. It does not, the court held.

The Corporation called the ruling a "significant victory for local authorities across England"; neither POLL nor 48th Street Holdings has commented.

The Law Angle

The Non-Domestic Rating (Unoccupied Property) (England) Regulations 2008 give owners of empty commercial property a three-month exemption from business rates before full liability kicks in. Lady Justice Falk held that the regulations do not treat premises as "occupied" when the sole purpose of putting something there is to generate that exemption artificially, with no genuine business reason behind it — closing a workaround that had been running nationwide for years.

For law firms, this reopens a live stream of work rather than closing one. Local authority legal teams and their external advisers — often instructed on recovery actions — now have a Court of Appeal authority to challenge existing box-shifting arrangements and recover unpaid rates, potentially running into years of backdated liability disputes. Commercial property teams advising landlords and occupiers need to review any live mitigation arrangements and warn clients that variants of the scheme are now exposed. Litigators acting for either side should expect satellite disputes over which schemes are genuinely distinguishable from POLL's model, and whether POLL or similar providers face claims from clients whose "savings" now look like liabilities. Expect a Supreme Court permission application; nothing here is fully settled.

M&A / Aviation

Apollo and Castlelake face a shared Friday deadline to make or break their easyJet bids

easyJet's takeover saga now has a single finish line. The airline confirmed on Monday 4 August that the UK Takeover Panel has aligned the deadlines for both suitors — Apollo Global Management and Castlelake — to 5pm on Friday 7 August, when each must either announce a firm intention to bid or walk away under the Panel's "put up or shut up" (PUSU) rule.

Apollo's £7.15-a-share offer, valuing easyJet at £5.7bn, has the board's provisional backing, agreed in principle on 10 July. Castlelake's rival £6.90-a-share offer (£5.2bn) has fallen out of favour: the board said on 3 August it was "no longer minded to recommend" it. Both bidders have had diligence access, but easyJet's board has told shareholders to take no action, and stresses there is no certainty either firm offer will materialise. A scheme of arrangement — a court-approved procedure under the Companies Act 2006 — would be needed to complete any deal, with EU airline ownership rules flagged as a possible completion hurdle.

The Law Angle

The PUSU deadline is a Takeover Panel tool under the City Code on Takeovers and Mergers designed to stop a target being stalked indefinitely: once set, a bidder must commit to a firm offer or step away, at least for six months absent Panel consent. Aligning two competing deadlines to the same moment forces a genuine auction rather than a staggered squeeze.

For the law firms involved, this week is dense. Corporate M&A teams on both bidder sides are finalising financing conditions and offer documents against the clock, while easyJet's advisers assess competing terms and prepare the board recommendation that will follow whichever bid, if any, becomes firm. Aviation regulatory specialists are working through the EU ownership and control rules that govern airline licences — a scheme structure must preserve easyJet's right to fly EU routes post-completion, which is a genuine dealbreaker risk, not boilerplate. Associates will be checking condition precedents and diligence disclosures line by line; trainees are likely proofing ancillary documents and tracking the Panel's public disclosure timetable, since any leak or rumour now carries real market-abuse sensitivity.

The Interview Angle

An interviewer's question: "A client holds easyJet shares and calls asking what Friday's deadline means for them." A good answer starts with the commercial issue: nothing is guaranteed — either bidder could walk away entirely, leaving no premium at all, or one could commit to a binding offer that then needs shareholder and court approval via a scheme of arrangement. The legal frame in one line: the Takeover Panel's PUSU rule means Friday is genuinely a use-it-or-lose-it moment for both bidders. The practical next step: advise the client to wait for Friday's announcement before making any decisions, since the board itself has told shareholders to take no action, and remind them that even a firm offer still needs further regulatory and shareholder approval before completion.

M&A / Life Sciences

AstraZeneca in early talks with Bristol Myers over a $400bn pharma merger

The Financial Times reported on Sunday 2 August that AstraZeneca has been in early-stage merger discussions with Bristol Myers Squibb, talks said to have run for "several months" without any certainty of a deal. Combined, the two companies would be worth roughly $400bn (£320bn), with AstraZeneca's larger market capitalisation of around $263bn against Bristol Myers' $133bn implying Bristol Myers shareholders would take roughly a third of the combined equity.

The market reaction was immediate and unflattering to AstraZeneca: its London-listed shares fell as much as 7.8% on the news, while Bristol Myers rose. Analysts, per CNBC, were "puzzled by both the news itself, as well as the timing," with one describing a deal as a surprise given AstraZeneca's "best-in-class pipeline." Both companies face significant patent cliffs by 2030, and both have declined to comment or confirm the report.

The Law Angle

Any completed merger of this scale would need clearance from competition authorities on both sides of the Atlantic and likely in Brussels, given both companies' overlapping oncology portfolios — AstraZeneca strong in solid tumours, Bristol Myers in blood cancers and cell therapies. The CMA's merger control regime exists to assess whether a combination substantially lessens competition; a deal this size, spanning multiple drug classes, would trigger detailed phase two-style scrutiny in several jurisdictions simultaneously.

That regulatory complexity is itself a large piece of legal work: antitrust teams across at least three major regulators would need to be engaged early, mapping overlaps drug-by-drug and preparing remedies packages — potential divestments of overlapping oncology assets — long before any signing. Corporate teams would be structuring a cross-border transaction likely involving both cash and shares, with tax and structuring advisers working through the US-UK dimension given AstraZeneca's recent tilt toward a US listing presence. Because nothing is confirmed, the immediate legal task for both companies' advisers is discretion and disclosure control — assessing whether market rumour has reached the threshold requiring a formal announcement under UK listing and disclosure rules.

The Interview Angle

A likely interview task: "Summarise this deal for a partner in thirty seconds." A strong answer: AstraZeneca and Bristol Myers are reportedly in early talks about a merger that would create a roughly $400bn pharma giant, but nothing is confirmed and the market has reacted badly to the idea. The legal issue to flag is that a combination this size would face heavyweight competition scrutiny in the UK, EU and US because both companies have major, overlapping cancer drug portfolios. The practical next step for the firm: watch for a formal announcement — under stock exchange disclosure rules the companies may soon have to confirm or deny the reports — and if talks progress, expect early instructions to antitrust teams well before any signing, given how long merger clearance in this sector typically takes.

Box-Shifting Boxed In

Court of Appeal shuts down the box-shifting rates avoidance scheme

Apollo and Castlelake face a shared Friday deadline to make or break their easyJet bids

AstraZeneca in early talks with Bristol Myers over a $400bn pharma merger

The Final Approach

Reading the Tape

The Committee Holds, The Index Doesn't