Dealing Disclosure meaning

Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation) has effect in the UK from IP completion day (31 December 2020)...

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

This checklist sets out guidance on the issues and dialogue at Annual General Meetings (AGMs) of listed companies and AIM companies. It spans legal considerations, corporate governance best practice and pragmatic pointers, together with advice for the chair and company secretary on preparing for debate and unforeseen occurrences at a company’s AGM effectively. The chair presiding over the meeting is charged with steering discussion during the meeting and must act in a neutral fashion. It falls to the chair to keep debate in check and determine when to bring discussion on a specific item to a close once they judge it has been aired fully and allowed a spectrum of opinions to be expressed. While the UK belonged to the EU, Directive 2007/36/EC (the Shareholder Rights Directive) enshrined shareholders’ entitlement to receive answers to questions at general meetings put to them. That Directive was brought into force in the UK through the Companies (Shareholders' Rights) Regulations 2009, which amended Part 13 of the Companies Act 2006 (CA 2006)...

In this issue: Key DR developments Claim and remedies Costs and funding Application—specific Evidence and disclosure Scottish Dispute Resolution New content Dates for your diary Useful information Daily and weekly news alerts Key DR developments Information Commissioner Office ICO updates UK GDPR lawful basis guidance following Data (Use and Access) Act The Information Commissioner’s Office (ICO) has revised its guidance on lawful bases under the UK General Data Protection Regulation (GDPR) to align with changes brought in by the Data (Use and Access) Act 2025 (DUAA 2025). The refresh adds a seventh lawful basis, described as ‘recognised legitimate interest’. This covers pre-authorised purposes, such as protecting vulnerable individuals, dealing with emergencies, preventing or investigating crime, addressing national security issues, and sharing personal information to perform public functions. Notably, this basis cannot be relied upon by public authorities when handling personal information for their official functions. For more, see: ICO updates UK GDPR...

In this issue: Spring Budget 2024 Brexit UK, EU and international regulators and bodies Authorisations, approvals and supervision Prudential requirements Financial crime and sanctions Complaints, compensation and claims handling Investigations, enforcement and discipline Capital markets regulation Benchmark regulation and IBOR reform Derivatives regulation Dispute resolution for financial services lawyers Sustainable finance and ESG Banks and mutuals Investment funds and asset management Insurance regulation Payment services and systems Fintech and cryptoassets Competition in financial services EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Spring Budget 2024 Spring Budget 2024—key Financial Services announcements In the Spring Budget 2024, the chancellor of the Exchequer, Jeremy Hunt, unveiled a suite of measures affecting financial services, including in particular the possible creation of a Private...

Pillmoor (as trustee of the bankruptcy estate of Mohammed Erfan Miah) v Miah and another [2019] EWHC 3696 (Ch), [2019] All ER (D) 211 (Oct) What are the practical implications of this case? This decision offers practical direction on claims where one spouse seeks a beneficial stake in a property not held in their legal name. The judgment clarified the threshold for proving a common intention constructive trust, identifying what will, and will not, suffice. The party asserting the interest must adduce evidence of either an explicit arrangement to share the beneficial ownership, or facts from which such an accord can properly be inferred. Accordingly, proof should address matters that bore on ownership and family finances, including: discussions between the spouses that touched on the question of ownership; the role each spouse played in the household’s financial decision-making; how the finances were organised. If the evidential position remains uncertain, that ambiguity is liable to be resolved against the claiming spouse. These...

Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules (DTR 2). Where relevant, it draws on: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base—Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the safeguards required to keep such information...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

This guide sets out general information on whistleblowing protections for workers, the defences open to employers facing a whistleblowing claim, and practical pointers for developing an effective whistleblowing strategy, drafting a whistleblowing policy, and dealing with a whistleblowing disclosure. Your employment lawyer can provide specific advice tailored to your circumstances. Under the Employment Rights Act 1996 (ERA 1996), workers who make a whistleblowing disclosure are protected from dismissal, selection for redundancy, and from being subjected to a detriment where the reason, or main reason, for the dismissal, redundancy or detriment is that they made the disclosure. What is whistleblowing? Whistleblowing is the term used where a worker passes on (discloses) information about wrongdoing, which they will usually, although not necessarily, have witnessed at work. To secure whistleblowing protections, the disclosure must satisfy the statutory requirements for a ‘protected disclosure’. A whistleblowing claim may arise if a worker has made a protected disclosure and is then subjected to a detriment for doing so. What amounts to a detriment?...

1 Introduction This personal data breach plan: requires staff to report actual or suspected personal data breaches; and outlines our procedure for dealing with and documenting actual or suspected breaches. This plan applies to all staff [ in the UK ], and to all personal data and special category personal data held by [ insert organisation’s name ]. It supplements our policies relating to [ insert policies, eg data protection, information security and any other relevant policies ]. Key terminology used in this plan includes: Personal data breach: A data security breach resulting in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data that is transmitted, stored or otherwise processed; for example, accidental loss, destruction, theft, corruption or unauthorised disclosure of personal data. Personal data: Information about a living person who can be identified, directly or indirectly, from that information. Data subject: The individual to whom the personal data relates. ...

Appendix [ 5 ]—DEFINITIONS Offeree, its Directors, Group, Shareholders, Optionholders, Warrantholders and Share Option Scheme denote relevant parties, rights and schemes of the offeree; Offeror (and, where relevant, Offeror Parent), their Directors, Group, Shareholders, General Meeting and Shareholder Resolutions cover the Offeror entities, governance and approvals; Offer, Offer Document, Offer Period, Offer Price, Conditions, Acceptance Condition, Acceptance Condition Invocation Notice and Acceleration Statement concern terms, timing and satisfaction or waiver of Conditions under the Code; Business Day, Closing Price, Daily Official List, Official List, Regulatory Information Service and London Stock Exchange cover market timings, quotations and disclosures; Code, Companies Act, UK Listing Rules, Disclosure Guidance and Transparency Rules, UK Market Abuse Regulation and FSMA are applicable rules and legislation; CREST, CREST Manual, CREST Regulations, certificated/uncertificated form, Electronic Acceptance, TTE Instruction, CREST sponsored member and Escrow Agent concern settlement mechanics; Announcement, Cooperation Agreement, Form of Acceptance, Receiving Agent, Registrars, Disclosed and Dealing Disclosure cover announcements, documents and disclosures; Overseas Shareholders, Restricted...