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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

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DPO appointment decision tree

DPO appointment decision tree Under Assimilated Regulation (EU) 2016/679, the General Data Protection Regulation (UK GDPR), certain organisations are required to appoint an individual to act as their data protection officer (DPO). The appointment can be internal, eg an employee of the organisation, or external, eg a consultant under a service contract. This DPO appointment decision tree will help you determine whether your organisation needs to appoint a DPO under the requirements of the UK GDPR. If your organisation has operations in jurisdictions outside the UK, you will also need to check whether local law or regulations require you to appoint a DPO in any of those jurisdictions. For more information on the role of the DPO, see Practice Note: Data protection officer or, for law firms, Practice Note: Data protection officer—law firms. For a checklist of issues to consider when appointing a DPO, see: Data protection officer (DPO) appointment—checklist. Whatever decision your organisation makes about appointing a DPO, guidelines on DPOs published by the Article 29 Data Protection Working...

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Managing conflicts of interest in pensions

Managing conflicts of interest in pensions THIS PRACTICE NOTE APPLIES TO TRUST-BASED OCCUPATIONAL PENSION SCHEMES Legal requirements in relation to conflicts of interest Pension scheme trustees have a duty to act in the best interests of the scheme's beneficiaries. However, trustees may owe duties to other parties or have personal interests which conflict with that duty. It is a general principle of trust law that trustees should not put themselves in a position where their duty to act in the best interests of beneficiaries conflicts with duties that they owe to other parties or with their personal interests. If trustees make decisions while subject to a conflict of interest that has not been appropriately managed, there is a risk that those decisions may be challenged by scheme members or overturned by the courts. It is important that the members of a scheme should perceive a conflict or potential conflict as having been properly managed. The directors of a company that acts as a trustee of a...

How to appoint a sales and marketing agent

How to appoint a sales and marketing agent This Practice Note is a ‘how to’ guide on appointing a sales and marketing agent. It includes a summary of what agency is, an explanation of alternative routes to market, factors to consider before selecting a sales and marketing agent, and practical guidance on negotiating an agency agreement. It considers the appointment of a sales and marketing agent where the agent promotes the sale of the principal’s products and makes representations about the characteristic properties of the products, as well as acting as sales agent with the authority to conclude binding contracts on behalf of the principal. What is agency? Agency is a relationship under which a principal appoints an agent to act under their direction and on their behalf for specified purposes. In essence, the principal grants authority to the agent to perform certain acts or make certain decisions for which the principal is generally considered liable. Such authority may be express, implied, apparent or ostensible. For more information, see Practice...

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Letter of instruction to single joint expert—employment tribunal proceedings

Letter of instruction to single joint expert—employment tribunal proceedings Private & confidential [Insert name and address of expert] [Insert date] Dear [insert name of expert] [Insert case heading, eg Ms R Jones v Supermarkets Plc, ET Case Number: 12345] Instruction to act as single joint expert Thank you for agreeing to act as the expert witness in this matter. As you know you will be acting as a single joint expert. We act for [insert name of client] who is [bringing OR defending OR an employment tribunal claim against [insert name of opposing party/parties]. This letter has been countersigned by the solicitors acting on behalf of [insert name of opposing party/parties] to confirm their agreement to the terms of this letter. The aim of this letter is to provide you with the relevant factual background, key documents and to identify the issues you will need to consider. As an expert witness you will be aware of the need for you to comply with certain duties and ensure...

Ireland—Notice of an extraordinary general meeting of a private limited company

Ireland—Notice of an extraordinary general meeting of a private limited company This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate...

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Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict?

Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict? Both insolvency practitioners (IPs) and solicitors are members of professions that are governed by separate ethics codes. Both IPs and solicitors, before accepting an appointment or an instruction, should carry out documented procedures to ensure that there would not be a conflict of interest or breach of their ethics code in accepting the appointment or instruction. The question does not specify whether the conflict concerned would be for the solicitor or the IP and although both issues are considered, this answer deals primarily with the IP and whether the IP would have a conflict of interest. The insolvency ethics code sets out a framework approach that is to be followed in all cases to establish whether there is a conflict of interest. The IP should first of all assess whether there are any threats to the fundamental principles of integrity,...

Can we have a COLP who works part-time?

Can we have a COLP who works part-time? All firms must have a compliance officer for legal practice (COLP), authorised by the SRA. This Q&A explains whether your COLP has to be full-time or whether you can appoint someone who works on a part-time basis. It also explains whether you have to notify the SRA is your existing COLP reduces their working hours. What do the rules say? The SRA Authorisation Rules are prescriptive about the COLP’s status (manager or employee of the firm as defined in the SRA Glossary) but not about their hours and there is no formal requirement for the COLP to work full-time. The question, however, is whether the COLP can discharge their regulatory duties on a part-time basis. These duties are: • take all reasonable steps to ensure compliance with the SRA Handbook (apart from the Accounts Rules), terms and conditions of the firm’s authorisation and other relevant legislation/regulation • report material compliance failures to the SRA as soon as reasonably...

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Corporate weekly highlights—12 June 2025

This week's edition of Corporate weekly highlights includes publication of the FCA’s final rules for the PISCES sandbox to allow trading in private company shares, and a speech by the FCA’s Sarah Pritchard on modernising public markets and regulatory innovation. In addition, it also includes a number of cases involving (i) an application to convene a creditor meetings under Part 26 schemes of arrangement, (ii) the construction of shareholders’ agreements and non-financial unfair prejudice, (iii) the conversion of members’ voluntary liquidation to creditors’ voluntary liquidation, and (iv) the validity of statutory filings made without proper authority under a company’s articles and Companies Act 2006 (CA 2006).

Restructuring & Insolvency weekly highlights—12 June 2025

This week's edition of Restructuring & Insolvency weekly highlights includes: the Court of Appeal’s judgment on treatment of secured debt under the Debt Respite Scheme (Breathing Space Moratorium and Mental Health Moratorium) (England and Wales) Regulations 2020 (Forbes v Interbay Funding Ltd; Forbes and Seculink Ltd), the Insolvency Service’s 2024 practitioner regulation review, plus a round-up of other news and cases for restructuring and insolvency.