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A principal offender is the actual perpetrator of the offence.
Where there are several participants in a crime, the principal offender is the one whose act is the most immediate cause of the actus reus. There may, however, be more than one cause and more than one direct contributor to a crime, eg where two persons attack another intending to kill him and the combined effect of their blows is fatal, making the participants criminally liable as joint principals. Where an offence is committed through an innocent agent, the principal offender is the person who is the most immediate cause of the agent's acts.
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Timetable—recommended offer—before 5 July 2021 [Archived] This archived timetable covers the key steps on a recommended offer that is announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For other examples of timetables used on takeover transactions, see: • Timetable—hostile offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement Changes to the offer timetable On 31 March 2021 the Takeover Panel (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of...
Timetable—scheme of arrangement This is an illustrative timetable for a takeover structured as a scheme of arrangement. The timetable covers the steps required in a typical scheme, including the relevant court procedures and requirements under the City Code on Takeovers and Mergers (Code). Rule 31 of the Code, which deals with the timing of an offer, is disapplied in relation to schemes and instead these matters are principally dealt with in Section 3 of Appendix 7 to the Code. The Takeover Panel (Panel) is more flexible with the timetable on a scheme than on an offer because of the need to accommodate the court process. However, the Code does impose some constraints on the scheme timetable, including: • where the offeror’s firm intention announcement includes a statement from the offeree board of its intention to recommend the scheme, the scheme circular, combining an offer document and offeree circular, must be posted within 28 days of the firm intention announcement. In practice, the Panel is sympathetic to requests for this period...
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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...
Inferences from silence—failure to testify What inferences can be drawn from failure to testify? Inferences can be drawn where a defendant: • having been sworn refuses without good cause to answer a particular question or questions, or • chooses not to give evidence at all Where either of the above situations arise, the court or jury ‘in determining whether the accused is guilty…may draw such inferences as appear proper'. This means that a court or jury can be invited to infer guilt from the defendant's silence. When can an inference be drawn? Before an inference can be drawn under the Criminal Justice and Public Order Act 1994 (CJPOA 1994), the following conditions must be satisfied: • the defendant must fail to give evidence • having been sworn, refuses to answer questions • the failure to testify or answer questions is without ‘good cause’ • the defendant has: ◦ been warned by the court the effect of the failure to give evidence, or ◦ stated that they will...
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Guide to beneficial ownership for staff 1 Introduction to this guide 1.1 [Insert firm name] is required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692 (MLR 2017), as amended, to put systems and controls in place to combat money laundering, terrorist financing and proliferation financing. 1.2 Our AML, CTF and counter-proliferation financing policy contains the procedures we have developed to comply with these obligations. This includes a requirement to conduct client due diligence (CDD), ie to: 1.2.1 identify and verify the client’s identity; 1.2.2 identify the beneficial owner where this is not the client; and 1.2.3 obtain details of the purpose and intended nature of the business relationship. 1.3 This document provides guidance on the second requirement, ie to identify the beneficial owner. 2 What/who is a beneficial owner? 2.1 A beneficial owner is the natural person(s) who: 2.1.1 ultimately owns or controls the client; or 2.1.2 on whose behalf a transaction is being...
Gifts and hospitality policy—government officials We run our business[es] with integrity. All of us must work together to ensure our business[es] remain[s] untainted by bribery and corruption. This policy is integral to that effort and we are all bound by it. 1 Introduction 1.1 We run our business[es] with integrity. All of us must work together to ensure our business[es] remain[s] untainted by bribery and corruption. This policy is integral to that effort and we are all bound by it. 1.2 Strict laws prohibit or limit the giving of any type of gift or offering of any type of hospitality to government or other public officials. 1.3 Violations of these laws may result in harsh penalties such as fines, suspension, permanent disqualification from competing for government contracts and even criminal prosecution of [insert organisation’s name] and/or individual members of staff. 1.4 In many cases, conduct that is acceptable in the private sector may violate gift and hospitality laws governing business relationships with governmental agencies. 1.5 Offering a...
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What legislation has replaced sections 108 and 109 of the Anti-terrorism, Crime and Security Act 2001? Effect of sections 108 and 109 of the Anti-terrorism, Crime and Security Act 2001 Sections 108 and 109 of the Anti-terrorism, Crime and Security Act 2001 (ACSA 2001) were passed to expressly give extra territorial effect to the common law corruption offence and offences under the Prevention of Corruption Acts. ACSA 2001, s 108: • provided that for the purposes of any common law offence of bribery, it was ‘immaterial if the functions of the person who receives or is offered a reward have no connection with the UK and are carried out in a country of territory outside the UK.’ • amended the section 1 offence under the Prevention of Corruption Act 1906 (PCA 1906) to enable the offence to be committed even where the principle’s affairs or business (or the agent’s functions) did not have any connection to the UK or were conducted outside of the UK • amended the definition...
Is the use of ‘and/or’ considered best drafting practice in commercial agreements? How do the courts interpret the use of this phrase? Where parties disagree on the meaning of an incorporated term, it will be the task of the court to objectively construe the meaning of the term, having regard to the words used, the contract as a whole and the relevant factual background known to the parties at the time of contracting. Where parties have reached agreement, a court will strive to give that agreement meaning. It is therefore important that the meaning of any phrase incorporated into a commercial agreement is clear and unambiguous. General contract interpretation The leading statement on interpretation of contracts is Lord Hoffmann’s statement in Investors Compensation Scheme v West Bromwich Building Society. For further reading on Hoffman’s five key principles, see Practice Note: Contract interpretation—the guiding principles. In summary, these five principles have be adequately described by Lord Bingham in BCCI v Ali: ‘To ascertain the intention of the parties the...
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Commercial analysis: A case brought to the Court of Appeal challenging the High Court’s decision on the scope of fiduciary duty, informed consent and dishonesty. The court clarified that agents must fully disclose commissions (including the amount and method of funding) to avoid breaching fiduciary duties. Engie Power could only be liable as an accessory if dishonest and the court found the limitation period began when commission was paid, not when the contract was signed. The appeal was allowed in part. Written by Alexander Whatley, barrister at 3PB Chambers.
This week’s edition of Information Law weekly highlights includes analysis of the new UK standard contractual clauses for personal data transfers which were laid before Parliament and news that the Irish Data Protection Commission (Irish DPC) will likely rule on Facebook’s trans-Atlantic data transfers by April 2022. It also includes further analysis of the Supreme Court’s decision in Bloomberg LP v ZXC and news of the publication of the EU’s proposed Data Act and of other recent developments relating to data protection, reputation management, confidential information, ePrivacy and cybersecurity.
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