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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...
Pre-completion Checklist for funder's solicitor Checklist for borrower's solicitor Title information Where the borrower’s solicitor is issuing a certificate or report on title, verify they have supplied a signed engrossment of it, with all plans and annexures, to be held to their order until completion day. Confirm the borrower’s solicitor has incepted any required defective title or chancel repair insurance and that the premium is paid before completion. The certificate/report on title must also set out the title insurance policy particulars. Obtain confirmation from the valuer that the valuation stands unchanged in light of the certificate/report. Deliver to the funder a signed, dated summary report covering the title position. Provide the funder with any construction, planning and/or environmental reports prepared as part of the transaction. Make sure all HM Land Registry forms are approved and, where the application will be sent off by the funder’s solicitor, that signed forms have been received. Ensure all third party notices are approved...
This checklist outlines the key matters to weigh when preparing fresh vertical agreements, or revising current ones, to determine whether they qualify for the block exemption under Commission Regulation (EU) 2022/720, the Vertical Block Exemption Regulation 2022 (VBER 2022), together with the 2022 Vertical Guidelines. It is not a full manual to VBER 2022; rather, it serves where a commercial lawyer seeks confirmation that a vertical arrangement sits within VBER 2022 (and any guidance released pursuant to it). Introduction to EU VBER 2022 Any arrangement that influences trade or limits competition within the EU can fall under the ban on anti-competitive agreements in Article 101(1) TFEU. That said, an agreement is not barred if it either: qualifies for an individual exemption under Article 101(3) TFEU, or falls within an applicable block exemption Before 1 June 2022, the pertinent block exemption for vertical arrangements was set out in Commission Regulation (EU) No 330/2010, the Vertical Block Exemption Regulation 2010 (VBER...
This diagram clarifies numbers shown in the General Damages (PSLA) Today’s Value box...
In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...
ING Bank NV v Tumpuan Megah Development Sdn Bhd Civil Appeal No. 02(i)-19-06-2024(W) What are the practical implications of this case? This Federal Court ruling carries notable procedural and substantive consequences for arbitration and commercial litigation practitioners. It confirms that an award creditor holding a foreign arbitral award from a reciprocating country (such as the UK) enjoys a strategic election between: enforcing the award directly under the AA 2005; or obtaining a ‘confirmation judgment’ at the seat and enforcing that judgment via the REJA 1958. The court found that REJA and the AA are distinct, self-contained regimes; the AA does not supersede or displace REJA. This settles that taking the REJA pathway is a legitimate statutory route, not any species of ‘judgment laundering’. The decision has immediate consequences for client strategy: advisers to award creditors may now treat the REJA course as a viable, and potentially more robust, enforcement approach. By contrast, advisers to award debtors should note that where a creditor...
In this issue: Spring Statement 2025 Probate UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Regulatory compliance for Private Client Contentious trusts and estates Art and heritage property, landed estates and farming families International Question of the week Daily and weekly news alerts LexTalk® Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Spring Statement 2025 Spring Statement 2025—key points On Wednesday 26 March 2025, the Chancellor of the Exchequer, Rachel Reeves, presented the government’s Spring Budget. There were no fresh measures for Private Client tax advisers—disappointing for those with clients likely to be affected by the planned reforms to business property relief and agricultural property relief from April 2026. Nor was there any sign of a rethink on the proposal to levy an IHT charge on pensions on death. By contrast,...
People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...
The Swiss Rules of International Arbitration, updated on 1 June 2021 (the Swiss Rules), apply—unless the parties agree otherwise—to any arbitration begun on or after 1 June 2021 under an arbitration agreement referring either to the Swiss Rules or to the prior rules of chambers or organisations that joined the Swiss Rules or brought their proceedings within them. This Practice Note examines the appointment of the arbitral tribunal under the Swiss Rules. The provisions regulating constitution of the tribunal are, for the most part, consistent with those in most other widely used arbitration rules, though there are a handful of particularities. For guidance on the 2012 Swiss Rules, see: Swiss Rules arbitration—overview. This note highlights similarities and specific features when constituting tribunals, within the context of these Swiss Rules and notes areas of difference. Number of arbitrators Under the Swiss Rules, the parties may decide the size of the arbitral tribunal, either within their arbitration clause or subsequently. While that choice rests with the parties, the Arbitration Court...
A limited liability partnership (LLP) A limited liability partnership (LLP) is a corporate body established under the Limited Liability Partnerships Act 2000 (LLPA 2000). Most rules governing LLPs derive from modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are prescribed in the LLPA 2000 and the Companies Act 2006 (CA 2006), as adapted by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (LLP (Application of CA 2006) Regs 2009). The method for forming an LLP closely mirrors the procedure for company incorporation...
[ insert name of Franchisor ] [ insert Franchisor’s address ] Dear [ insert Franchisor name ], Proposed franchise agreement to be entered into between [ insert name of franchisor ] and [ insert name of franchisee ] (the ‘Agreement’) The Franchisee acknowledges that despite clause [ Acknowledgement clause where Franchisor advises Franchisee to seek advice ] of...
[ To be printed on the claimant solicitors’ headed paper ] Our reference: [ insert your file reference for this matter ] FAO: [ CLIENT PARTNER OR SENIOR PARTNER ] [ NAME OF DEFENDANT FIRM ] [ ADDRESS LINE 1 ] [ ADDRESS LINE 2 ] [ POSTCODE ] [ DATE ] Dear [ insert name ] [ PROSPECTIVE CLAIMANT’S NAME ] AND [ PROSPECTIVE DEFENDANT’S NAME ] LETTER OF CLAIM [ We refer again to our correspondence dated [ insert date of your preliminary notice of claim, if sent ]. That correspondence comprised a preliminary notice of claim issued under the Pre-Action Protocol for Professional Negligence and required an acknowledgement by [ insert date ]. ] [ We note receipt of your letter dated [ insert date ] acknowledging receipt of the preliminary notice. [ That said, we still await confirmation that your professional insurers have been notified of the circumstances of our...
1 General Date of meeting Chair Persons in attendance (names and roles) 2 Agenda General business Apologies and announcements Matters arising from the previous health and safety consultation minutes not listed elsewhere, and approval of those minutes For information Details of significant health and safety incidents since the last consultation meeting Confirmation of immediate remedial measures taken and/or future actions to reduce the chance of recurrence Outcomes of any health and safety testing or investigations completed since the previous meeting Confirmation of changes that may materially affect employees’ health and safety (e.g. alterations to procedures, equipment or working methods, or the introduction of new machinery or technology) and any newly identified risks Future action points set to mitigate these risks and secure employees’ health and safety Details of upcoming training or other events For discussion Concerns raised by employees about...
Pinpointing when a planning permission issued under section 73 of the Town and Country Planning Act 1990 (TCPA 1990) takes effect, in circumstances where works have already begun, is frequently hard to assess. Consents made under TCPA 1990, s 73 constitute a fresh planning permission, leaving the initial permission untouched and unchanged, and enabling the developer to decide which permission it prefers to put into effect in each case...
With effect from 11 November 2021 No individual may enter a CQC-registered care home unless they can present documentary proof that they have completed a full course of coronavirus (COVID-19) vaccination, or formal confirmation that they should not be vaccinated for clinical reasons, except where they are: a resident of the home a friend or family member of a resident visiting a resident who is dying, or offering comfort or support to a bereaved resident required, where reasonably necessary, to provide emergency assistance on the premises attending the premises in the course of their duties as a member of the emergency services carrying out urgent maintenance work within the care home under 18 years of age The 'registered person'—that is, the individual registered with the CQC as the manager or service provider—has responsibility for ensuring that anyone entering a care home is either vaccinated or exempt. These provisions will clearly affect people who enter a care home...
At the outset, it is essential to recognise that the approach to waiving claims varies according to whether the settlement is concluded by a COT3 agreement (Form COT3) facilitated by Acas, or by an agreement made under section 203 of the Employment Rights Act 1996 (ERA 1996) with confirmation from an independent legal adviser. The distinction is material. In the case of a settlement agreement pursuant to ERA 1996, s 203, the position is plain and uncomplicated. It admits of little ambiguity in practice. Regardless of any express wording, such an agreement cannot validly prevent a claimant from pursuing a later victimisation claim that stems from their having brought the original discrimination proceedings. That outcome follows from ERA 1996, ss 203(1) and (3)(b), which nullify any element of a settlement that does not pertain to the specific proceedings being settled. Accordingly, any provision that purports to settle or waive future victimisation claims, which had not arisen when the agreement was made, would be of no effect and should be treated...