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In a share sale, the purchaser acquires control of the company that operates the business (the target), along with all its assets, and by default steps into all of its obligations and both known and potential liabilities. Findings in legal due diligence and the share purchase agreement can identify particular environmental, health & safety (EHS) matters to be addressed after completion. These may range from an obligation to commission an environmental audit through to the preparation of an asbestos management plan...
EU financial services developments Commission publishes draft amendment to MAR level 2 measure The European Commission has released a draft modification to Commission Delegated Regulation (EU) 2016/522, a level 2 instrument under Regulation (EU) 596/2014 (MAR). Feedback is invited until 14 January 2026. The proposal would amend Delegated Regulation (EU) 2016/522 to: create a list of designated trading venues to implement the order data exchange mechanism in Article 25a of MAR for shares; and revise Annex II on practices outlining indicators of market manipulation, reflecting technological advances such as algorithmic trading, and correcting several erroneous cross-references Source: Consultation: Clarifications to the indicators of market manipulation and definition of scope of new order data exchange mechanism Council of EU and European Parliament agree Retail Investment Strategy measures The Council of the EU and the European Parliament have announced agreement on a directive amending MiFID II, Solvency II, the UCITS Directive and AIFMD, and on a regulation amending the PRIIPs Regulation....
In this issue: Air emissions and climate change Energy for environmental lawyers Environmental disputes and proceedings Environmental enforcement and prosecutions Environmental information ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Waste producer responsibility regimes Water, flooding and drainage LexTalk®Environment: a Lexis®Nexis community Daily and weekly news alerts New and updated content United Kingdom Environmental Law Association (UKELA) Annual Conference Air emissions and climate change Commission proposes rules to verify carbon removals and storage methods The European Commission has unveiled a draft implementing regulation to set consistent verification rules for carbon removals, carbon farming, and carbon held in products, under Regulation (EU) 2024/3012. The proposal details procedures to deliver harmonised third‑party certification within the EU certification framework. It addresses Commission‑recognised certification programmes, requirements for certification bodies, audit obligations, and certification registries. The consultation window runs from 03 June 2025 to 01 July 2025. See:...
In this issue: Audit Directors and company secretaries Nature of membership Share purchase agreement Corporate governance Equity capital markets EU developments Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Audit FRC introduces revised approach to audit supervision The Financial Reporting Council (FRC) has set out an updated model for supervising audits, aimed at supporting a high quality, resilient and trusted UK audit market and profession, and has also issued a policy statement explaining how the new regime will function. This represents a development of the FRC’s supervisory framework. The FRC states the approach is designed to deliver a more proportionate, effective and integrated system of oversight, reflecting shifts in the audit market and the wider ecosystem. See: LNB News 25/03/2026 51. Directors and company secretaries Gardner Aerospace Holdings Ltd v Upton [2026] EWHC 555 (Ch) The High Court found that...
ARCHIVED: This Practice Note has been archived and is not maintained. Background This Practice Note outlines how Brexit has affected the regulation of chemicals. More detailed guidance is available in the additional Practice Notes referenced for each specific chemicals regime. Withdrawal from the EU At 11 pm (GMT) on 31 December 2020, the transition/implementation period following the UK’s exit from the EU concluded. From that moment—described in UK legislation as ‘IP completion day’—principal transitional arrangements fell away and notable changes began to apply across the UK’s legal system. EU Energy and Environment Sub-Committee inquiry into the future of chemicals In the wake of the EU referendum, the Environmental Audit Committee commenced an inquiry into the future of environmental law and policy, with an emphasis on Regulation (EC) 1907/2006 of the European Parliament and of the Council concerning the registration, evaluation, authorisation and restriction of chemicals (EU REACH). The EU Energy and Environment Sub-Committee published its report, Brexit: chemicals regulation, on 7 November 2018, calling...
This Practice Note examines how the UK public sector engages with free and open source software, including: Overview of public sector use of open source Timeline of policies and initiatives Adoption in the public sector EU approach Free and open source software describes software released under a licence that allows the recipient to use, modify, and share it—either in its original form or as an altered version—without payment of fees or royalties, with access to the source code provided. While free software and open source software are not identical, this note uses the term open source for simplicity. For general guidance and templates, see: Practice Note: Free and open source software Practice Note: Free and open source software—strategy and policy Practice Note: Free and open source software—audits Practice Note: GNU General Public License (GPL) 2.0—commentary Precedent: Free and open source software clauses Precedent: Free and open source software—policy ...
For further details, see: Post-completion environmental issues (asset purchase)—checklist. Deal with any EHS issues highlighted in the legal due diligence report Legal due diligence reports and asset purchase agreements (APAs) may identify specific matters to be addressed after completion. Typical follow-up actions include: conducting a baseline phase 2 environmental audit undertaking a phase 1 compliance audit to address issues raised during due diligence preparing an asbestos management plan implementing recommendations from a fire risk assessment or legionella report Once the buyer controls the property, it will usually carry out these steps. The APA can also provide routes for the seller’s lawyers to input into post-completion activity, for example: agreeing the scope of work for any environmental audits granting access rights to complete specified works requiring the seller to reimburse costs incurred by the buyer See Precedent: Environmental rectification work clause. Address any EHS issues that have been identified in an...
This Agreement is dated [ date ]. Parties [ insert name of company ], [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Supplier); and [ insert name of introducer ], [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Introducer) (Each of the Supplier and the Introducer is a party and, together, the Supplier and the Introducer are the parties.) Background The Supplier is [ insert details of the nature of the business of the Supplier ] and needs introductions of prospective customers to its business. The Introducer is [ insert details of the nature of the business of the Introducer ] and has contacts who may become prospective customers of the Supplier. ...
[ insert name of Agent ] [ insert Agent's address ] Dear [ insert name ], Agency Agreement dated [ insert date ] (the ‘Agreement’) [ This note reflects our recent discussions. ] Pursuant to clause [ insert number of clause containing termination provision ], please treat this correspondence as [ immediate OR [ insert figure ] days’ ] notice to terminate the Agreement...