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This page brings together Tax resources that deal with EU law matters. For broader guidance on EU law, consult EU structure, EU legislative process, EU judicial system, and EU rights and policies within the EU Law topic in the Public Law practice area. EU principles EU principles and tax—overview VAT—EU legal principles VAT and abuse of rights Overpaid tax—restitution Overpaid tax—interest and damages Interaction of EU law and direct tax [Archived] A history of EU law and CFC regimes [Archived] A history of EU law and thin capitalisation and transfer pricing regimes [Archived]...
Materials ARCHIVED: This Practice Note is no longer maintained and has been archived. Last revised in July 2019. From 21 July 2019, EU member states applied the Prospectus Regulation (EU) 2017/1129 in full, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for public offers of securities in the UK, and for admissions to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. Further details are set out in Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, together with other notes on the repealed Prospectus Rules, is kept for reference, as the commentary may continue to be relevant to equivalent provisions in the Prospectus Regulation Rules (PRR). This Resource Note gathers pertinent commentary, analysis and materials to aid interpretation of, and give practical guidance on applying, Annex III of Appendix 3...
Banks and other financial institutions raise income by levying interest on the loans they extend. For lending to produce a return, the rate charged must at a minimum offset the lender’s own costs. See Practice Note: Introductory guide to interest in loan agreements—Cost of lending. In most syndicated facilities, many interest and interest period terms align with those used in real estate finance. This Practice Note highlights the interest and interest period mechanics that are particular to real estate finance (REF) deals. Where to start with drafting interest and interest period provisions in a real estate finance transaction These provisions for any given deal are ordinarily settled at term sheet stage before the facility agreement is drafted. It is therefore essential to review the term sheet’s terms before preparing the facility agreement. LMA real estate finance documentation The LMA includes clauses to address interest and interest period points within its real estate finance documentation, including its: single currency term facility agreement for real...
Index to the articles Part 1: Interpretation and limitation of liability — defines the expressions used throughout and confirms members’ liability is limited to any unpaid amount on their shares Part 2: Directors — covers directors’ authority, shareholders’ reserve powers, delegation and committees; collective and unanimous decisions, meetings, participation, quorum, chairing, casting vote, conflicts, records and procedural rules; appointment and termination, remuneration and expenses Part 3: Shares and distributions — requires shares to be fully paid; permits varied classes and redemption; recognises only absolute ownership; sets out certificates, replacements, transfers and transmission; explains declaring and paying dividends, no interest, unclaimed sums, non-cash distributions, waivers, and capitalisation of profits Part 4: Decision-making by shareholders — provides for speaking and voting at general meetings, quorum, chairing, attendance by directors and others, and adjournment; voting on a show of hands or by poll, handling of errors, proxy content and delivery, and allowable amendments Part 5: Administrative arrangements — permitted means of communication, use of company seals,...
Index to the articles An overview of the company’s constitutional framework, setting out meanings of key terms, the extent of members’ liability, how directors exercise and delegate powers, procedures for board and member decisions, rules on share capital, dividends and other distributions, and ancillary provisions on communications, records, seals, and protections for directors... Part 1: Interpretation and limitation of liability – definitions and the limit of members’ liability. Part 2: Directors – general authority, members’ reserve power, delegation, committees, meetings, quorum, chairing, voting, casting votes, conflicts, written resolutions, further rules, appointment, rotation, termination, remuneration, expenses, and alternate directors. Part 3: Decision-making by members – calling, attendance and speaking, quorum, chairing, adjournment, voting, errors and disputes, polls, proxy content and delivery, amendments, restrictions, and class meetings. Part 4: Shares and distributions – classes and redemption, commissions, interests, certificates, uncertificated holdings, share warrants, liens and enforcement, calls and consequences, forfeiture and surrender, transfers and transmission, consolidation, declaring and calculating dividends, payment methods, deductions, no interest,...
Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include corporations. Liability of members: each member’s liability...