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For further details on the documents outlined below, please refer to Practice Note: Issuing debt securities—key documentation. Appointment of the arranger The issuer (Issuer) designates an arranger (Arranger) to set up the programme. The Arranger may additionally serve as a dealer or manager for later note issues under the programme. Responsibility —Issuer and Arranger. Appointment of the dealers The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. For a syndicated issue, the Dealers and the Issuer may also sign a subscription agreement. New dealers may be added to the programme after launch via a dealer accession letter. Responsibility —Dealers, Arranger and the Issuer. Appointment of the agents The Issuer will appoint agents to act on its behalf for the programme. These may include a fiscal agent (Fiscal Agent) or a trustee (appointed by the Issuer to represent the interests of the noteholders),...
In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Accountability, culture and social governance Prudential requirements Financial crime and sanctions Conduct requirements Investigations, enforcement and discipline Regulation of derivatives Sustainable finance and ESG Investment funds and asset management Consumer credit, mortgage and home finance Crowdfunding Regulation of insurance Fintech and cryptoassets Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Key dates for financial services practitioners UK, EU and international regulators and bodies TheCityUK and London Stock Exchange sign financial infrastructure MoU with Ukraine TheCityUK and London Stock Exchange plc have entered into a memorandum of understanding (MoU) with Ukraine’s Ministry of Economy to help further grow the country’s financial and allied professional services sector via ‘The City-Ukraine Hub’. Backed by the UK’s Foreign, Commonwealth and Development Office (FCDO), the MoU seeks...
In this issue: Tax treatment Corporate governance Useful information Dates for your diary Weekly highlights from other practice areas Tax treatment HMRC publishes Employment Related Securities Bulletin 61 HMRC has released Employment Related Securities Bulletin 61, outlining updates on several share incentive topics. These include: Private Intermittent Securities and Capital Exchange System (PISCES): The bulletin reminds readers of draft legislation enabling existing company share option plan (CSOP) and enterprise management incentives (EMI) agreements to be amended so that sales on a PISCES platform qualify as exercisable events without losing tax advantages. It highlights that the legislation remains in draft form, is subject to change, and applies only to existing CSOP and EMI contracts granted on or before Royal Assent of the Finance Bill 2025–26. For options granted after that date, a PISCES sale should be specified as an exercisable event in the option terms at grant, just as with any other exercisable event. It also...
In this issue Sustainable finance and ESG round-up Economic Crime and Corporate Transparency Act 2023 Lending Shipping finance Sustainable finance Debt capital markets Derivatives Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round-up Sustainable finance and ESG monthly round-up—6 October 2025 This month’s Sustainable finance and ESG round-up from the Finance Group highlights: (1) the International Swaps and Derivatives Association (ISDA), the European Fund and Asset Management Association, and the Association for Financial Markets in Europe (AFME) submitting a joint reply on the European Commission’s environmental legislative burden; (2) the Taskforce on Nature-related Financial Disclosures and the United Nations Sustainable Stock Exchanges Initiative issuing model guidance for stock exchanges on nature-related financial disclosures; and (3) the Green Finance Institute and Climate Bonds unveiling the Global Property Linked Finance Initiative. For more information, see: Sustainable finance and ESG monthly round-up—6 October 2025...
There are several situations in which a company’s shares may change hands at times, the most frequent being a disposal of the shares by way of sale transactions. Other scenarios include a transfer arising on the creation or enforcement of security, or effected as a gift. It is likewise possible for a company to purchase its own shares, and for shares to be transmitted by operation of law (eg following the death or bankruptcy of a holder). This Practice Note concentrates on the standard steps required to implement a transfer of certificated shares on a sale that is not a buy-back transaction in practice. Certificated shares, uncertificated shares and their transfer Company shares may exist in certificated or uncertificated form. They are held in certificated form where the company has issued, or ought to have issued, a paper share certificate for the holding concerned. They are held in uncertificated form where the shares are recorded electronically; in that case the company need not, and will not, have issued...
Company directors oversee the everyday running of the company. They make decisions on the company’s behalf so it can continue operating, typically covering: securing funding entering contracts buying or leasing premises obtaining stock or equipment recruiting staff For details on directors’ decision-making, and the processes and procedures commonly involved, see the following Practice Notes: Directors’ decision-making—power, authority and duties Directors’ decision-making—convening board meetings Directors’ decision-making—conduct at board meetings Directors’ decision-making—post board meeting formalities Directors’ decision-making—written resolutions and decisions by sole directors Where do the directors’ powers come from? ...
This Practice Note This Practice Note sets out a hands-on framework for dealing with disagreements about the proper construction of a contract. It draws on the principles of contractual construction contained in the following Practice Notes and should be considered alongside that guidance: Contract interpretation—the guiding principles Contract interpretation—rules of contract interpretation The situations in which such disagreements emerge are endlessly diverse. Yet, whether it surfaces as a client approaching you about an unforeseen demand from a contracting counterparty, or as the reply from a third party on whom you have served such a demand, the core refrain is the same—‘that’s not what was agreed’. Once that contention is made, practitioners will typically seek to conclude the dispute promptly and without resort to costly proceedings. A firm understanding of how a court would tackle the construction of the disputed term(s) will allow you to make assured decisions about whether it is in the client’s best interests to litigate if a satisfactory compromise...
Parties Issuer [ • ] Guarantor [ • ] Lead Manager [ • ] Settlement Manager [ • ] Principal Paying Agent [ • ] Trustee [ • ] Registrar [ • ] Auditors [ • ] Tax Advisers Lead Manager Legal Advisers [ • ], acting as legal counsel to the Lead Manager, and [ • ], acting as legal counsel to the Trustee Issuer Legal Advisers [ • ], serving as legal counsel to the Issuer and the Guarantor The Depository Trust Company ( DTC ) Euroclear Bank SA/NV ( Euroclear ) Clearstream Banking S.A. ( Clearstream ) Common Depositary [ • ], in its role as Common Depositary [ The London Stock Exchange plc ] ( Stock Exchange ) [ The Financial Conduct Authority ] ( FCA ) [ Regulatory News Service of the Stock Exchange ] ( RNS ) SIGNING AGENDA ...