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STOP PRESS: The UK’s prospectus framework presently derives from the EU Prospectus Regulation, preserved in domestic law following Brexit as the UK Prospectus Regulation. The government has been reassessing this regime within a broader programme to modernise UK capital markets and make the UK a more appealing place to list. In this context, the UK Prospectus Regulation will give way to the Public Offers and Admission to Trading Regulations 2024 (the POATRs), and all detailed requirements connected to admission to trading will sit within Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, with implementation expected on 19 January 2026. These changes form part of efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. For more detail on the principal features of the POATRs framework pertinent to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived] — Reform of the UK prospectus regime. Note that numerous steps...

In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

In this issue Security Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Claims and remedies Daily and weekly news alerts Updated Practice Notes Useful information Security HM Land Registry has revised Practice Guide 29—Registration of legal charges and deeds of variation of charge. An update to section 4 now explains how to remove a note recorded in the charges register pursuant to section 859H of the Companies Act 2006. See: LNB News 06/05/2025 2. Source: Registration of legal charges and deeds of variation of charge (PG29). Sustainable finance The European Commission has opened a call for evidence to review the Sustainable Finance Disclosures Regulation (EU) 2019/2088 (EU SFDR). The initiative targets unnecessary burdens by simplifying and streamlining obligations, including easing environmental, social and governance reporting for financial market participants so they can focus on information most relevant to investors. Responses are requested by 30 May 2025, and the feedback will guide...

In this issue: Banking and Finance case round-up Lending Security Debt capital markets Derivatives Regulation for derivatives lawyers Securitisation and structured products Restructuring Technology in banking & finance transactions Regulation for banking lawyers Scotland Daily and weekly news alerts New and updated content Useful information Banking and Finance case round-up Banking & Finance—November 2024 case round-up For a summary of the cases we flagged in Banking & Finance during October 2024, refer to News Analysis: Banking & Finance—November 2024 case round-up. Lending Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch) The judgment addressed a High Court application for an administration order, heard in that court, and centred on two key points of interest: (i) whether the sole director’s resolution to seek an administration order was effective; and (ii) the effect of the sanctions regime. On the first question, the court examined the company’s unamended Model...

FORTHCOMING CHANGE relating to the tax treatment of carried interest: After a call for evidence on the taxation of carried interest conducted over summer 2024, the Autumn Budget 2024 formally confirmed plans to bring in a redesigned regime for carried interest from 6 April 2026, positioned within the income tax system and accompanied by tailored provisions to reflect the reward’s distinctive attributes. A consultation then explored possible new qualifying criteria for entry to the regime, and the government published its response in June 2025. Draft legislation setting out the new carried interest rules was released on 21 July 2025, intended for inclusion in Finance Bill 2026. The regime is to apply to carried interest arising on or after 6 April 2026. These measures were reaffirmed at the 26 November 2025 Budget, which also noted that revisions had been made to the draft legislation following stakeholder input. In the meantime, ahead of commencement of the new framework, the capital gains tax rate applicable to carried interest was increased to 32%...

Scope of this Practice Note This Practice Note examines the UK regulatory considerations encountered by crowdfunding platforms from a financial services standpoint. It ought to be read in conjunction with the Financial Services and Markets Act 2000 (FSMA 2000), together with relevant secondary legislation, and regulatory rules and guidance, including, in particular, provisions within the Financial Conduct Authority (FCA) Handbook and the FCA’s webpage devoted to crowdfunding. This Note briefly outlines initiatives at EU level in relation to regulating crowdfunding, which are discussed in detail in Practice Note EU Regulation of crowdfunding—the ECSP Regulation and the MiFID II Crowdfunding Directive. Crowdfunding (sometimes referred to as 'crowd sourcing' or 'crowd financing') operates on the basis that individuals seeking capital, such as entrepreneurs, present ventures or businesses on an online platform, and members of the public contribute funds through that platform. There is no ceiling on an individual contribution; however, unlike more established fundraising methods, many platforms enable participants to put in as little as £10. Typically, the entrepreneur will be...

What does this Practice Note cover? This Practice Note sets out an explanation of warrants (often termed securitised derivatives) and considers: what warrants are types of warrants key warrant terminology how warrants are listed and offered how warrants are documented, and the differences between warrants and comparable instruments What are warrants? A warrant is a tradeable security that grants the holder the right, but not the obligation, to: buy or sell a specified asset (the underlying asset, or simply the underlying) at a specified price (the exercise price or strike price) on a specified date or dates (the exercise date(s)) A warrant is a type of derivative—its value is derived from the underlying asset and offers exposure to that value without owning the asset. They are sometimes described as securitised derivatives, ie derivatives embodied in securities. A warrant is not a debt security and so has no principal...

This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ] whose registered office is at [ insert address ] ] (the Buyer); and [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with...

This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ] ] (the Buyer); [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered...

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; [ Insert name of shareholder ] of [ insert address ]; (each, a party and, collectively, the parties). background: (A) Collectively, the parties hold the legal and beneficial ownership of the whole of the issued share capital of the Company (as defined below). (B) Each Shareholder (as defined below) has agreed to put in place arrangements for the transfer of the legal and beneficial title to their shares in the Company on their death, in accordance with this agreement...