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Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories.  The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing—prior to 29 July 2024...
Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...
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Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...
Development of EU climate change policy Context Humans are increasingly influencing the climate and the earth's temperature by burning fossil fuels, cutting down rainforests and farming livestock. All of this adds enormous amounts of greenhouse gases to those naturally occurring in the atmosphere, increasing the greenhouse effect and global warming. Some gases in the earth's atmosphere act a bit like the glass in a greenhouse, trapping the sun's heat and stopping it from leaking back into space. Many of these gases occur naturally but human activity is increasing the concentrations of some of them in the atmosphere, in particular: • carbon dioxide (CO2) • methane • nitrous oxide • fluorinated gases CO2 is the greenhouse gas most commonly produced by human activities and it is responsible for the majority of man-made global warming. Other greenhouse gases, such as methane and nitrous oxide, are emitted in smaller quantities, but they trap heat far more effectively than CO2. Rising emissions are caused by: • burning fossil fuels (ie coal, oil...
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Precedent agreement for employee shareholder shares [Archived] Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed. The government announced in the Autumn Statement 2016, the removal of the following reliefs in relation to ESS shares: • the income tax and NICs relief which applies to the first £2,000 worth of employee shareholder shares received by an individual • the capital gains tax exemption in respect of all or a portion of the ESS shares, and • the provision which ensures that, when a company buys employee shareholder shares back from an employee shareholder, the consideration is not a distribution in the shareholder’s hands The removal of the reliefs applies to any employer shareholder agreements made on or after 1 December 2016. However, any individual who received independent advice regarding entering into an employer shareholder agreement before 23 November 2016 still had the opportunity to enter into the agreement before 1 December 2016 and still...
Board minutes—approving the adoption of an unapproved option plan and the grant of unapproved options [insert name of company adopting the unapproved option plan] (Company)—[insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting] 1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the adoption...
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What are the pre- and post-trade transparency requirements for UK trading venues in respect of shares and other equity-like instruments? What are the pre- and post-trade transparency requirements in respect of shares and other equity-like instruments under UK MiFIR? Pre-trade Market operators and investment firms operating a trading venue are required to make public current bid and offer prices and the depth of trading interests at those prices which are advertised through their systems for shares and other equity-like instruments traded on a trading venue. This requirement also applies to actionable indication of interests. Information must be available to the public on a continuous basis during normal trading hours. For detailed information, see Practice Note: MiFID II—UK trading venues — Requirements for RMs, MTFs and OTFs — Pre- and post-trade transparency requirements for market operators. Post-trade Market operators and investment firms operating a trading venue are required to make public the price, volume and time of the transactions executed in respect of shares and other equity-like instruments traded on that...
What is a systematic internaliser under UK MiFIR? What is a systematic internaliser? A firm will be a systematic internaliser (SI) if it deals on own account on a substantial (as well as organised, frequent and systematic) basis when executing client orders outside a UK regulated market (RM), UK multilateral trading facility (MTF) or UK organised trading facility (OTF). The definition of SIs applies only where a firm's over-the-counter (OTC) trading meets quantitative thresholds for both 'frequent and systematic' and 'substantial': • the 'frequent and systematic' threshold is based on the number of OTC trades in the financial instrument carried out by the firm on own account when executing client orders • the 'substantial' threshold is based on either: (i) the size of the OTC trading carried out by the firm in relation to its total trading in a specific financial instrument or (ii) the size of the firm's OTC trading carried out by the investment firm in relation to the total trading in the relevant area (within the meaning...
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This week's edition of Environment weekly highlights includes: the Department for Energy Security and Net Zero (DESNZ)’s working paper on a community benefits scheme and shared ownership of renewable generation infrastructure, a consultation by the Department for Energy Security and Net Zero (DESNZ) on proposed changes to the Contracts for Difference (CfD) Standard Terms and Conditions (ST&Cs) ahead of Allocation Round 7, guidance from the Department for Environment, Food and Rural Affairs (Defra) on items made from endangered species materials as well two Defra consultations on the implementation of biodiversity net gain for minor, medium, and brownfield developments and nationally significant infrastructure projects. We also include an analysis of a High Court case regarding the definition of ‘waste’ in the Planning Acts.
This week's edition of EU weekly highlights covers the approval of major revisions to the EU carbon border adjustment mechanism (EU CBAM) by the European Parliament and Council of the EU, the launch of a call for evidence on an EU Digital Justice strategy for 2025–2030, the Commission’s adoption of identification and calculation rules for European oil and gas producers to deliver new CO2 storage solutions and a series of secondary legislation to implement the EU Net-Zero Industry Act, and the Commission initiating formal proceedings against Pornhub, Stripchat, XNXX, and XVideos under the EU Digital Services Act for suspected breaches regarding protection of minors. In addition this week, the Consumer Protection Cooperation Network and Commission’s notified SHEIN of several practices on its platform that contravene EU consumer protection laws, the European Ombudswoman opened an inquiry into the Commission’s preparation of the omnibus package of simplification measures, the Data Protection Commission engaged with technology companies regarding the use of personal data to train large language models in the EU/EEA, the Council...
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