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The purchase, sale, subscription or underwiting of a particular investment
This term is widely used in the SRA Financial Services (Scope) Rules 2001 and the SRA Financial Services (Conduct of Business) Rules 2001.
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EU and UK Wire Transfer Regulations—timeline to 31 December 2023 [Archived] ARCHIVED: This Practice Note is archived and is no longer maintained. For UK developments see: AML/CTF/CPF—timeline of UK legal and regulatory developments for financial services. For EU developments see: AML/CTF/CPF—timeline of EU legal and regulatory developments for financial services. This timeline outlines the developments in relation to the Wire Transfer Regulation (Regulation (EU) 2015/847) (also known as the Funds Transfer Regulation (FTR)), its predecessor the Wire Transfer Regulation (Regulation (EU) 1781/2006) and the Recast EU WTR2 (also referred to as the Recast EU Transfer of Funds Regulation (EU FTR2)) which entered into force in June 2023 and applies from 30 December 2024 and forms part of the wider European Commission 2021 legislative package overhauling the European Union’s AML/CTF legal framework and regulatory requirements. It further includes the onshoring of EU WTR2 through the Retained Regulation (EU) 2015/847 (UK WTR2) and relevant updates brought in through the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017,...
Issues to consider when drafting a settlement agreement—checklist (employer) The employer (and its advisers) should consider the following issues: Preparatory steps • Obtain from the employer: ◦ a copy of the departing employee's latest contract of employment/other relevant documents containing contractual terms (NB these may be in a staff handbook) ◦ details of the contractual benefits enjoyed by the employee ◦ relevant information regarding the employee's pension benefits ◦ relevant information regarding any shares/share options, etc held by the employee? Consider the Articles of Association/any relevant shareholder agreement, share scheme documentation, etc. See also Shares and share options below Status of negotiations • Will negotiations take place between the parties directly, or between their respective legal advisers? • How strong is the employer's negotiating position? How strong are the employee's claims or potential claims? In the case of dismissal, is there a fair reason and has the employer carried out a fair procedure? Is the employer in repudiatory breach? What is the employer prepared to offer initially, and is that...
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When is a break fee permissible on a takeover
Declaration of a director's interests in an existing transaction or
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Scope of this Practice NoteThis Practice Note provides information on the regulated activity of arranging deals in investments as well as the regulated activities of operating a multilateral trading facilities (MTFs), operating organised trading facilities (OTFs) and operating electronic systems for public offers of relevant securities under articles 25, 25D, 25DA and 25DB of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO), including information on applicable exclusionsThe activities of arranging regulated mortgage contracts (RMCs), home reversion plans (HRPs), home purchase plans (HPPs), and arranging regulated sale and rent back agreements can be found in SI 2001/544, arts 25A–25C and 25E. For further information, see Practice Note: Arranging deals in home finance transactions.Arranging (bringing about) deals in investmentsArranging (bringing about) deals in investments falls under the RAO, SI 2001/544, art 25(1) and consists of making arrangements for another person (whether as principal or agent) to:•buy•sell•subscribe to, or•underwritean investment that is a:•security•relevant investment•Lloyd's syndicate capacity and syndicate membership (see article 86 of the RAO), or a...
An investment trust is a pooled investment vehicle in the form of a listed UK tax resident company (despite the name, therefore, it is not a trust). Investment trusts enjoy exemption from tax on chargeable gains if they are approved by HMRC.For more on what investment trusts are and the eligibility conditions and ongoing requirements they must satisfy, see Practice Note: Taxation of investment trusts—what are investment trusts? For more on the approval process for investment trusts, see Practice Note: Taxation of investment trusts—breaches of eligibility conditions and ongoing requirements.This Practice Note considers the special rules for the taxation of approved investment trusts relating to:•tax on chargeable gains•tax on income—in particular, the treatment of:◦distributions received◦trading vs investment transactions◦loan relationships and derivative contracts◦interests held in non-reporting offshore funds, and◦management expenses•the elective streaming regime pursuant to which an approved investment trust may designate a distribution it makes to investors as interest •VATReferences in this Practice Note to an investment trust are to a company that has been approved by HMRC as an...
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Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Claim means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties); Data Room means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter; The ScheduleLimitations on the Warranties ...
Property due diligence report—share or asset purchase A. Executive summary 1 Scope of review For the purposes of this report we have reviewed the following properties [insert details of the properties], (the ‘Properties’). 2 Basis of the review 2.1 Information relating to the Properties for the purposes of conducting our due diligence exercise and preparing our report has been sourced from the following: 2.1.1 documents provided in the due diligence [data room OR files] as set out in the index in Schedule...
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What are unitranche facilities? What is a unitranche facility? Leveraged finance transactions are traditionally funded by a mixture of equity, senior debt, mezzanine debt and/or bonds. A unitranche facility is effectively a blend of the senior and mezzanine portion of the financing although it can sometimes covers part of the equity too. Therefore, instead of two facilities agreements, covenant packages, sets of security documents etc, only one is required. Unitranche facilities are more common on mid-market deals. What are the typical terms of a unitranche facility? Unitranche facilities differ from deal to deal but some typical features are: • the facility will be in the form of a term loan; if a revolving credit facility (RCF) is also required it will normally be documented in the same agreement and share the same security package • bullet repayment or possibly with a back ended amortisation schedule • higher margin than senior debt but lower margin than mezzanine debt; margin may be a mixture of cash and PIK...
What is the logic, under the Loan Market Association leveraged facility agreement, for the split in conditions precedent (CP) between 'CPs to signing the agreement' and 'CPs to initial utilisation'? Further, in circumstances where a share sale and purchase agreement will be signed and the acquisition will complete on the same day, is such a split in CPs under the facility agreement necessary? The convention of splitting conditions precedent (CPs), into ‘CPs to signing the agreement’ and ‘CPs to initial utilisation’, reflects the fact that company acquisitions typically involve a split ‘exchange’, where the key documents are executed and the parties commit to the transaction (subject to certain conditions), and completion, where the money moves and the company or group legally changes hands. Certain CPs, such as corporate authorities, can be given prior to signing, while CPs such as security by the target group can’t be given until completion (the documents can be
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This week's edition of Environment weekly highlights includes: news analysis on the significant role of low carbon hydrogen as a means of decarbonising energy industries by 2030 and 2050 and potential disputes that could arise as low carbon hydrogen projects are deployed, and an overview of the key provisions of the Planning and Infrastructure Bill. Also this week, the Department for Environment, Food & Rural Affairs (Defra) has published the findings of its Air Quality Information System (AQIS) review, which outlines several recommendations to improve public access to information about the health risks associated with poor air quality, has published the response to its November 2024 consultation on reforms to the Bathing Water Regulations 2013 and has launched four consultations on the renewal of specific exemptions under the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012, SI 2012/3032 (RoHS regulations).
The Office of Financial Sanctions Implementation (OFSI) has published 13 new FAQs clarifying reporting obligations for relevant firms under UK financial sanctions. The guidance details requirements for art market participants, high-value dealers, insolvency practitioners and letting agents which take effect from 14 May 2025. Clarification is provided on the €10,000 transaction thresholds, the territorial scope for UK persons operating internationally, and the difference between the reporting requirements on relevant firms and annual reporting obligations to OFSI.
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