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Dealings (Code definition) meaning

What does Dealings (Code definition) mean?
In securities and takeover practice, dealings means any transaction or arrangement that changes, or may change, the number of relevant securities in which a person is interested. Under the UK Takeover Code and the Irish Takeover Rules, the term is defined broadly and typically covers: acquisitions and disposals; putting securities under option and the grant, acquisition, disposal or exercise of options; subscription for, or conversion of, securities; exercise of rights under warrants or convertibles; entry into agreements to do any of the foregoing; and transactions in derivatives (such as contracts for difference) referenced to relevant securities. The concept captures both direct and indirect interests. The definition is central to disclosure and restriction regimes during an offer period (for example Rule 8 disclosures, dealings by connected persons and prohibitions on certain dealings). Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, although practitioners should consult the applicable Code/Rules for precise drafting and scope. Outside the Codes, dealings is a descriptive expression used in listing, AIM and market abuse contexts, where specific rulebooks may define it differently.
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View the related Checklists about Dealings (Code definition)

CHECKLISTS
English law LMA par secondary loan trades: pre-trade due diligence and settlement guide (transfer criteria, RFR/IBOR interest and DSC, KYC, tax, regulatory, sub-participations, BISO)

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

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CHECKLISTS
UK B2B Services Agreements Negotiation Checklist: Customer, Supplier and Balanced Positions Across Key Clauses

Introduction This checklist sits alongside the more detailed Practice Note: Negotiation guide—services agreements. It serves as a quick-look aide and concentrates on the principal, generic points that commonly surface across most forms of services agreement. It leaves out certain specialist matters addressed in Practice Note: Negotiation guide—services agreements that tend to arise only in particular categories of services arrangements or those of greater complexity (eg acceptance testing, audit rights, TUPE, step-in rights, benchmarking and exit assistance). It sets out the customer’s and the supplier’s optimal stances for each topic, then offers a proposed middle-ground position (which is not intended to be comprehensive). For deeper analysis and explanation of each point, refer to Practice Note: Negotiation guide—services agreements. For balanced precedent contracts, which implement much of what is explored here and in the negotiation guide, see Precedents: Services agreement—one-off supply—balanced, Services agreement (ongoing supply)—balanced and Framework services agreement—single contract with call-off orders—balanced. This checklist is relevant only to business-to-business dealings in commercial practice...

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CHECKLISTS
Transactions at an Undervalue and Preferences—Administrator/Liquidator Claims: Procedural Checklist and Timeline (England and Wales)

Checklist and timeline This concise checklist and timeline is prepared on the footing that proceedings are brought under sections 238 and/or 239 of the Insolvency Act 1986 (IA 1986) by an administrator or liquidator, and not by any assignee of the claim. Step/action: Review the events leading to the company’s insolvency and the factors underpinning the claim(s) against the respondent(s) (typically the recipients of the relevant payments/transactions). This involves securing the company’s books and records, accounting data/statements and bank statements, and interviewing directors, former directors, and any person with knowledge of the promotion, formation, business dealings, affairs or property of the company. Note that if the office-holder signals a claim against the respondent(s), they risk losing investigative powers under IA 1986, ss 235–236 in relation to that claim. Time (days): No limit (subject to limitation). Section/rule: IA 1986, ss 234–236, 238, 239; Cloverbay Ltd (joint administrators) v Bank of Credit and Commerce International SA [1991] Ch 90, [1991] 1 All ER 894. ...

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NEWS
Vardy v Rooney: Truth defence succeeds, public interest fails—inferential fact finding, source protection and loss of evidence in High Court defamation (England and Wales)

Vardy v Rooney and another [2022] EWHC 2017 (QB) What are the practical implications of this case? This decision will attract attention as a concrete application of the truth defence, and for Steyn J’s conclusion that the public interest defence failed. It also clarifies the contours of the defences advanced in modern media litigation before the court. It further demonstrates the court’s readiness to make inferential findings of fact where: primary evidence is absent, or has been intentionally lost or destroyed journalists move to set aside witness summonses and disclosure orders by relying on source protection: see section 10 of the Contempt of Court Act 1981, and where waivers of source protection under that provision have been given (Mrs Vardy) or given and then withdrawn (Ms Watt) Mrs Vardy did not witness‑summon her ‘close friend and agent’, Ms Watt, who was by any measure a crucial witness; instead, she sought to use Ms Watt’s trial witness statement as hearsay there is a...

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NEWS
IP weekly update: foreign performers' PPR; Athleta and YouTube Shorts rulings; EPO MyEPO changes; SPC Windsor Framework regulations; Teva Copaxone fine; EU packaging rules; IPO crime survey

In this issue: Copyright & associated rights Trade marks/passing off Patents General IP LexTalk®IP: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Copyright & associated rights IPO confirms approach for foreign artists’ public performance rights The Intellectual Property Office (IPO) has released its response to an early‑2024 consultation on how best to ensure overseas performers and producers receive the public performance rights (PPR) payments due when their sound recordings are broadcast or played in public in the UK. Historically, UK law’s treatment of this right did not fully mirror the nation’s international commitments. After the consultation and engagement with industry stakeholders, the government has chosen Option 0A. Under this approach, targeted adjustments will be made to the criteria for foreign performers’ PPR eligibility, extending PPR to foreign performers where the producer of the recording of their performance is a UK national or...

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NEWS
EU law weekly round-up—14 March 2024: AI Act adopted, DMA enforcement, DORA RTS, MiFID II amendments, consumer protection, data protection decisions, and environmental/energy initiatives

In this issue: EU fundamentals Commercial Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases March 2024 infringements package The European Commission has unveiled its March 2024 infringements package, highlighting EU Member States it is pursuing for breaches of EU law. It is sending letters of formal notice, issuing reasoned opinions and making referrals to the Court of Justice against Member States including Germany, Spain, Bulgaria, Cyprus, Slovenia, Ireland, Greece, Italy, Hungary, Portugal, Romania, Slovenia, Sweden, Finland, Latvia, Luxembourg, Poland, Netherlands and Croatia, for infringements spanning the environment, internal market, industry, entrepreneurship and small and medium-sized enterprises (SMEs), migration, home affairs and security union, justice, energy and climate, and mobility and transport. See: LNB News 13/03/2024 51. Council of the EU allows EU to...

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View the related Practice Notes about Dealings (Code definition)

PRACTICE NOTES
UK hybrid mismatch rules (TIOPA 2010 Part 6A): connection tests—control group, related persons, payer-as-payee—and structured arrangements; acting together attribution, 25%/50% thresholds and FA 2021 changes

The UK’s rules on hybrid and other mismatches Since 1 January 2017, the UK’s hybrid and other mismatch rules (described in this Practice Note as the hybrid rules) have been in force, designed to neutralise tax mismatches arising from how a hybrid instrument or hybrid entity is treated for tax. Although the hybrid rules typically apply to cross-border dealings involving two or more jurisdictions, they can also apply to transactions that are entirely UK domestic. They specifically address: deduction/non-inclusion mismatches (D/NI mismatches), i.e. where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but is not included in the taxable income of a payee or a related party investor; and double deduction cases (DD cases), i.e. where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction. For more detail on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table form of...

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PRACTICE NOTES
UK transfer pricing (pre 1 January 2026): TIOPA 2010 overview—scope, participation, financing ‘acting together’, SME exemptions, documentation and APAs

FORTHCOMING CHANGE relating to UK transfer pricing: At Budget 2025, the government confirmed that it intends to move ahead with a new duty on in‑scope multinationals to submit annual information regarding cross‑border related party transactions and dealings for accounting periods starting on or after 1 January 2027. The detailed rules for the new ‘International Controlled Transactions Schedule’ (ICTS) are expected to be formally issued for technical consultation during spring 2026. A consultation on this measure ran from April through to July 2025. See News Analysis: Budget 2025—Tax analysis—International. This Practice Note reviews the UK transfer pricing rules as they apply to chargeable periods (referred to in this Practice Note for ease and convenience as ‘accounting periods’) commencing before 1 January 2026. Note that the Finance Act 2026 introduced a range of reforms to the UK’s transfer pricing regime, most of which apply for accounting periods beginning on or after 1 January 2026, subject to specified transitional provisions. For wider background on transfer pricing, see Practice Notes: Transfer pricing—what is...

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PRACTICE NOTES
UK Film and Television Law Glossary: Terms C–D—copyright, collecting societies, broadcasting, distribution

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

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PRECEDENTS
Template CEO Message on Strengthening Compliance Culture: Code of Ethics, Training, Whistleblowing and Non-Retaliation

From: [ [ insert job title ], ] [ Name ] [ Insert, eg The Senior Leadership Team ] has established a [ insert period ] objective in order to raise our Governance and Compliance benchmarks even further. This entails ensuring every colleague fully comprehends and reliably adheres to our policies, procedures and relevant laws at the highest possible level. Focus areas include data protection, access to our products and services, and appropriate dealings with customers, suppliers and competitors...

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PRECEDENTS
UK financial sanctions (OFSI): post‑training assessment for lawyers—screening, reporting, licensing and compliance

How to use this test These questions assess your grasp following your participation in our training on financial sanctions. Once you have finished this test, kindly please return it to [ insert name ]. General Name of person completing test: [ Insert name ] Role: [ Insert role ] Date: [ Insert date ] Multiple choice questions Please tick the correct answer. Question Multiple choice answers 1. What do financial sanctions involve? □ Limits on dealings in money and the provision of financial services □ Limits on import and export of goods □ Limits on travel into and out of the UK □ All of the above 2....

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PRECEDENTS
Lease of bare land to telecommunications operator under the legacy Electronic Communications Code: archived precedent (England and Wales)

LR1. Date of the lease [ enter the date in full format DD-Month-Year ] LR2. Title Number[s] LR2.1 Landlord's title number [ s ] [ the title numbers from which this lease is granted. Leave blank if unregistered ] LR2.2 Other title numbers [ existing title number [ s ] against which entries relating to LR9, LR10, LR11 and LR13 are to be made ] LR3. Parties to this lease Landlord [ enter landlord's name and address ] Tenant [ enter tenant's name and address ] Other parties LR4. Property Where this clause conflicts with any other part of the lease, then, for registration purposes, this clause shall take precedence. [ enter details of the Property ] LR5. Prescribed statements etc LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban...

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Q&As
Declaration of trust changing tenancy in common to joint tenancy

Legal co-owners are equitable tenants in common—conversion to equitable joint tenancy Legal co-owners holding property for themselves as equitable tenants in common may, where they agree, opt to hold as equitable joint tenants by executing a fresh declaration of trust. Please consult Practice Note: Residential property—transfers of equity and dealings with equitable interests in residential conveyancing, paying particular attention to the main section Specific scenarios for guidance on that topic within that resource. You might also find these resources helpful: Trusts of land for property lawyers—Overview Trusts of land—overview ...

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Q&As
Lease at undervalue: third-owner relief; AST rent rise/forfeiture

If a lease was granted at undervalue, you are the 3rd owner, and you knew it was at undervalue, if creditors ask for an order returning the property to the original owner you cannot claim relief? Transactions at an undervalue (TUVs) are regulated by the Insolvency Act 1986 (IA 1986). The relevant provisions are: sections 238, 240 and 241 of the IA 1986 for companies sections 339 to 342 of the IA 1986 for individuals These powers are available to trustees in bankruptcy, liquidators (in both compulsory and voluntary liquidations), and administrators. They permit the office-holder to review dealings made by the insolvent person or company in the lead-up to insolvency and to assess whether assets should be recovered for the insolvent estate. In particular, an order under: section 241 of the IA 1986 (for companies), or section 342 of the IA 1986 (for individuals) cannot be made against the other party to a...

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Q&As
Unincorporated charity possession: must Official Custodian for Charities join?

An unincorporated charity lacks its own separate legal personality and, in practical and legal terms, does not exist as a distinct body that can enter contracts or own property. Consequently, any property is held and any legal dealings are undertaken solely through, and in the names of, its trustees. Under section 117 of the Charities Act 2011 (CA 2011), ‘charity trustees’ are those who exercise overall control and manage the charity’s administration. Trustees of a charity ought to be recorded with the Charities Commission; however, this does not invariably happen, particularly in the case of smaller charities operating with a rotating board. The identity of the trustees will ordinarily be established by reference to the charity’s charitable articles...

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