Paul Hastings LLP
19 Experts
1 Contributions by Paul Hastings LLP
PRACTICE NOTES
This Practice Note
This Practice Note examines the European Market Infrastructure Regulation (EMIR), Assimilated Regulation (EU) 648/2012 (UK EMIR) as it has operated in the UK since IP completion day (11 pm on 31 December 2020) and the duties it places on pension schemes. For details on how UK EMIR departs from EMIR (EU) 648/2012 (OJ L 201, 27.7.2012, p. 1) (EU EMIR) and the circumstances in which EU EMIR applies, see Practice Note: UK EMIR—essentials. EU EMIR is the key EU instrument governing the over the counter (OTC) derivatives market. It extends to counterparties to derivatives transactions, including EU pension arrangements and common investment funds, central counterparties (CCPs) and trade repositories, although the range of obligations in EU EMIR has been introduced on a staged basis. EU EMIR took effect on 16 August 2012, with most provisions applying once the relevant
Pensions
18 Contributions by Paul Hastings LLP Experts
PRACTICE NOTES
An agent is an individual who carries out services for, or in the name of, a commercial organisation. Using agents principally creates exposure under section 7 of the Bribery Act 2010 (BA 2010) for a company’s failure to prevent bribery. Commercial organisations are:
bodies incorporated under the law of any part of the UK that conduct business anywhere
any other corporate bodies that run a business, or part of a business, in any part of the UK
partnerships established in the UK that operate a business anywhere, or
partnerships formed anywhere that conduct a business, or part of it, in the UK
Business covers a trade or a profession.
How an agent may put a commercial organisation at risk
An agent is a person who provides services for, or represents, a commercial organisation. Agents are therefore treated as associated persons for the
Corporate Crime
PRACTICE NOTES
This Practice Note examines how the principal UK tax considerations arising on the formation, operation and eventual termination of a joint venture may affect the decision to proceed via a contractual arrangement, a joint venture company (JVCo) or a partnership, and how those tax consequences can shape the preferred structure. For the purposes of this Practice Note, it is assumed that the joint venture participants are UK tax resident corporate entities and that any separate joint venture vehicle established is also UK tax resident. For information on joint ventures with a non‑UK tax element, see Practice Note: Tax implications of international joint ventures.
Types of structure available for a joint venture
A joint venture is a commercial arrangement undertaken by two or more independent parties. There are no specific laws, including tax legislation, that apply uniquely to joint ventures, and the expression has no
Tax
PRACTICE NOTES
An introduction to commercial mortgage-backed securities
Commercial mortgage-backed securities (CMBS) are investment notes made available to investors, backed by a single loan or a pool of loans, each secured against commercial property assets (eg office blocks or factories) in each case...
Banking & Finance
PRACTICE NOTES
This Practice Note sets out the statutory defences available in respect of the three criminal insider dealing offences under the Criminal Justice Act 1993 (CJA 1993): the ‘dealing offence’, the ‘encouragement offence’ and the ‘disclosing offence’. It should be read alongside Practice Note: Insider dealing—the criminal offence, which details the constituent elements of the three criminal insider dealing offences. For coverage of the civil/regulatory insider dealing framework, see Practice Note: UK Market Abuse Regulation—insider dealing.
General defences
The statutory defences applicable to the three criminal insider dealing offences appear in CJA 1993, s 53. The burden lies with the defence to demonstrate, on the balance of probabilities, that a defence is established.
General defences to the dealing offence and encouraging offence
There are three general defences available to the dealing offence or the encouraging offence...
Corporate Crime
PRACTICE NOTES
Scope of this Practice Note
This Practice Note outlines the principal risks to consumers from different categories of cryptoassets and related offerings, including staking, together with the consumer protection tools currently available and/or under consideration.
What are cryptoassets?
Understanding unconventional forms of money and assets is hampered by inconsistent terminology. Regulators, tax authorities and commentators alternately reference digital currencies, virtual currencies, cryptocurrencies, cryptoassets and crypto tokens, without always indicating whether these labels are used interchangeably or with precise distinctions. For definitions, see Practice Note: Web 3.0, digital assets and cryptoassets—essentials. Unless stated otherwise, this Practice Note adopts ‘cryptoassets’ as defined in section 417(1) of the Financial Services and Markets Act 2000 (as amended from time to time).
Under section 417, a cryptoasset means any cryptographically secured digital representation of value or contractual rights that:
can be transferred, stored or traded
Financial Services
PRACTICE NOTES
This Practice Note offers guidance on the consolidated EU Audiovisual Media Services (AVMS) Directive (Directive 2010/13/EU). The EU AVMS Directive sets out rules that govern content and advertising for AVMS. The Original EU AVMS Directive applied to traditional television (linear services) and on‑demand programmes (non‑linear services).
This Practice Note also addresses the later amendments introduced by the Revised EU AVMS Directive (Directive (EU) 2018/1808). Throughout, ‘EU AVMS Directive’ is used to describe the overall EU AVMS regulatory framework first set in Directive 2010/13/EU and then updated by Directive (EU) 2018/1808. Where the text refers only to Directive 2010/13/EU, it uses ‘Original EU AVMS Directive’; where it refers solely to Directive (EU) 2018/1808, it uses ‘Revised EU AVMS Directive’.
Historical regulatory context
In the early 1980s, viewers had relatively few programme choices—state-owned and other terrestrial free‑to‑air broadcasters dominated the market and were tightly controlled by domestic
EU Law
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained.
These Q&As respond to the most common queries on the EU Sustainable Finance Disclosure Regulation (EU SFDR) (Regulation (EU) 2019/2088, as amended by Regulation (EU) 2020/852) regulatory technical standards (RTS). They address, among other areas, product categorisation; Article 8 features; principal adverse impact (PAI) data gathering; reliance on third-party information; human rights due diligence, and the effect on non-EU managers. On 6 April 2022, the Commission approved the final Regulatory Technical Standards (RTS) that supplement the EU Sustainable Finance Disclosure Regulation (EU SFDR) (Regulation (EU) 2019/2088, as amended by the EU Taxonomy Regulation (EU) 2020/852) together with the Annexes. EU SFDR imposes substantial environmental, social and governance (ESG) disclosure duties on asset managers promoting funds within the EU. The RTS set out compulsory website, pre-contractual and periodic reporting templates for financial market
EU Law
PRACTICE NOTES
This Practice Note sets out a summary of the scope and obligations arising under the EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) together with Commission Delegated Regulation (EU) 2022/1288.
Overview of EU SFDR and related regimes
Regulation (EU) 2019/2088 (EU SFDR) on sustainability‑related disclosures for the financial services industry creates a disclosure and transparency framework for the EU financial sector as a whole. The EU SFDR sits within a wider EU sustainable finance rulebook of measures, most notably the EU’s Sustainable Finance Action Plan adopted in March 2018 (Action Plan). For further details on the Action Plan (including a concise overview of the EU legislation that falls within it, such as the EU SFDR, the EU Taxonomy Regulation (Regulation (EU) 2020/852 (EU TR)), and requirements on integrating sustainability), see: Sustainable finance and ESG—overview. For EU financial services sustainable finance and ESG
Financial Services
PRACTICE NOTES
This Practice Note offers guidance on the Media Act 2024 (MA 2024), enacted to modernise the regulation of public service broadcasters (PSBs) in light of smart TV technologies and the expansion of video-on-demand (VoD). It outlines the principal legislative measures and evaluates what they mean for businesses. It further highlights the consequences for the regulator, Ofcom, arising from the broader powers granted to it under the Act.
Background to MA 2024
In April 2022, a White Paper titled Up next—the government’s vision for the broadcasting sector (the White Paper) was laid before Parliament by the then Secretary of State for Digital, Culture, Media and Sport (DCMS). On the same day, the government issued its response to the Digital Radio and Audio Review. Commissioned in 2020, the Digital Radio and Audio Review examined the regulatory framework for radio and audio and produced
TMT
PRACTICE NOTES
An introduction to RMBS
This Practice Note outlines the framework of residential mortgage-backed securities (RMBS) transactions, highlighting the principal participants, documentation and terminology involved. As with other financing methods and transactions, there are many ways in which the precise terms of any given deal may operate; these variations fall outside the scope of this Practice Note. It summarises the structure of such transactions and the principal parties, documents and terms they typically involve.
Residential mortgage-backed securities (RMBS) are debt instruments whereby income generated by one or more pools of residential loans (loans) is applied to fund payments of interest and principal owed to noteholders. Security is taken over those loans and their related mortgages, which serve as collateral for amounts payable on the notes.
RMBS transactions can be relatively simple pass-through instruments, or they can be complex, involving numerous parties and arranged in different
Banking & Finance
PRACTICE NOTES
This Practice Note assesses the documents needed for a residential mortgage backed securities (RMBS) transaction from pricing to closing, naming the key parties to each and the principal points to weigh...
The key documents are:
offering document
subscription agreement/note purchase agreement
agreed upon procedures letter
trust deed
deed of charge
paying agency agreement
mortgage sale agreement
mortgage administration agreement
standby mortgage administration agreement
cash management agreement
liquidity facility agreement
master definitions schedule
corporate services agreement
bank account agreement
swap documents
legal opinions
risk retention memorandum
Volcker memorandum
risk retention letter
reporting designation letter
Each will be addressed in turn below...
Signing date
The documents below are settled and executed before the RMBS is announced and priced...
Offering document
Parties involved in the
Banking & Finance
PRACTICE NOTES
This Practice Note summarises the mandatory climate-related disclosures applicable to UK financial institutions and the intention to extend sustainability reporting in the UK under IFRS S1 and S2.
What are the current UK requirements?
In the UK, climate-related disclosures are already compulsory through corporate legislation, alongside distinct Financial Conduct Authority (FCA) rules for certain listed issuers and financial services firms. The FCA has additionally set out some sector- and product-specific disclosure expectations. The government is reviewing the UK climate disclosure frameworks and, on 25 June 2025, issued the following consultations:
a Department for Business and Trade consultation on draft UK Sustainability Reporting Standards (UK SRS), to incorporate the ISSB’s IFRS S1 and IFRS S2 into UK law
a Department for Business and Trade consultation on proposals for stronger regulatory oversight of third-party assurance over
Financial Services
PRACTICE NOTES
This Practice Note examines the UK tax considerations when setting up a joint venture run through a partnership. For the purposes of this Practice Note, it is assumed that:
the joint venture participants are UK tax resident corporate bodies
the joint venture partnership vehicle is likewise UK tax resident; and
the venture’s activities are conducted in the UK
For information on:
operating and winding up a joint venture partnership, see Practice Note: Tax implications of operating and terminating a joint venture partnership; and
joint ventures with a non-UK dimension, see Practice Note: Tax implications of international joint ventures
This Practice Note does not address certain investment partnerships that are unit trust schemes which may not be treated as transparent for tax purposes.
What types of partnership may be used for a joint venture?
A joint venture may employ one of the
Tax
PRACTICE NOTES
This Practice Note reviews the UK tax considerations relevant to the establishment, operation and cessation of contractual joint ventures, and explores how the participants might differentiate such an arrangement from a partnership. For the purposes of this Practice Note, it is assumed that the joint venture parties are UK tax resident corporate entities and that the joint venture’s business is conducted in the UK (for information on ventures with a non-UK element, see Practice Note: Tax implications of international joint ventures)...
What is a contractual joint venture?
A joint venture is a commercial arrangement undertaken by two or more independent parties. There are no specific statutory rules, including tax provisions, that apply solely to joint ventures, and the term itself has no precise legal definition. A joint venture can be structured in various ways. It may operate through a separate joint venture vehicle, most
Tax
PRACTICE NOTES
This Practice Note examines UK tax considerations for the operation and termination of a joint venture conducted through a partnership. For the purposes of this note, it is assumed that:
the joint venture parties are UK tax resident corporate entities
the joint venture partnership vehicle is also UK tax resident, and
the venture’s activities are undertaken in the UK
For information on:
the establishment of a joint venture partnership, see Practice Note: Tax implications of establishing a joint venture partnership, and
joint ventures with a non-UK element, see Practice Note: Tax implications of international joint ventures
This Practice Note does not address certain investment partnerships that are unit trust schemes which may not be treated as transparent for tax purposes.
Tax implications of operating a joint venture partnership
In broad terms, a joint venture partnership operates in the same manner as any other
Tax
PRECEDENTS
1 Deductions from payments and indemnity for tax deductions
1.1 [ Subject to any contrary provision in this Agreement, ] the Company will pay the Shareholders [ all amounts due under this Agreement ] free from deductions of any kind or any withholdings, except to the extent required by applicable law...
Tax
PRECEDENTS
1 Definitions and interpretation
1.1 In this Agreement, and except where the context dictates otherwise, the expressions below shall bear the meanings set out here:
Relevant Proportion means, for the purpose of clause, the greatest share of the Company’s [ trading ] losses [ and other amounts eligible for relief from taxation ] that the law permits to be surrendered to the relevant Shareholder (or a member of its Shareholder Group), or, as applicable, the greatest share of the Company’s trading profits against which the Shareholder (or a member of its Shareholder Group) is permitted by law to surrender its [ trading ] losses [ and other amounts eligible for relief from taxation ] ;
VAT means United Kingdom value added tax [ and any other tax imposed in substitution for it OR , any other tax imposed in
Tax
CHECKLISTS
This checklist presents core tax queries to raise with a joint venture counterparty. The goal is to identify the principal UK tax considerations that could arise for the remaining joint venture participant(s) and/or any joint venture vehicle, with those potential matters highlighted in the list. It is assumed that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes give further detail on the UK tax issues signposted in this checklist and highlighted in this checklist as follows:
The tax consequences of contractual joint ventures
The tax consequences of establishing a joint venture partnership
The tax consequences of operating and terminating a joint venture partnership
The tax consequences of establishing a joint venture company
The tax consequences of operating and terminating a joint venture company
The tax consequences of
Tax
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