Distribution meaning

ARCHIVED: This Practice Note is archived and is no longer maintained. UCITS is the acronym for undertakings for collective investment in transferable securities. The expression derives from Directive (EC) 85/611 concerning the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (the Original UCITS Directive), which was adopted in 1985. The purpose of the Original UCITS Directive was to establish a single market for open-ended retail investment funds that offered enhanced protection for investors. The UCITS framework has been updated on several occasions, with the Management Company Directive 2001/107/EU adopted in 2002 and the Product Directive 2001/108/EU implemented in 2005 (together referred to as UCITS III); followed by implementation in 2011 of Directive 2009/65/EC (the UCITS Directive, also called UCITS IV), which repealed and replaced the Original UCITS Directive; and Directive 2014/91/EU (UCITS V), which was transposed into national law on 18 March 2016...

The Financial Conduct Authority’s (FCA) Consumer Duty The Financial Conduct Authority’s (FCA) Consumer Duty sets a high bar for the care firms must deliver to retail customers. It has applied to new and existing products and services open to sale or renewal from July 2023, and to closed-book products and services from July 2024. The FCA continues to release materials to support firms with implementing and embedding the Consumer Duty. This timeline summarises publications and developments connected to the Duty. The Duty comprises high-level, outcomes-focused requirements that apply to firms operating in retail markets for regulated financial services and products. It covers all firms involved in the creation, provision, operation, marketing, or distribution of products and services offered to retail customers—whether or not a direct customer relationship exists with the end user. For fuller information on the FCA’s Consumer Duty and its constituent parts, see Practice Note: The FCA Consumer Duty—essentials and checklists: The FCA Consumer Duty Checklist—implementation and The FCA Consumer Duty Checklist—information sharing in...

This Checklist sets out the points to address when preparing a mobile app end-user licence agreement (EULA) for distribution via an app store. For template EULAs, see Precedents: Mobile app end-user licence agreement (EULA)—generic; Mobile app end-user licence agreement (EULA)—for Apple App Store; Mobile app end-user licence agreement (EULA)—for Google Play. The third column can be used to capture observations or comments as you work through the Checklist... Checklist ☐ Take instructions Further information: Take instructions to understand the app’s features and functionality that may influence the EULA. See below for specific requirements for features such as augmented reality. ☐ Identify the relevant app store’s requirements ☐ Apple App Store: ensure the EULA includes Apple’s minimum terms Further information: Apple offers a default EULA, but allows app providers to upload their own, provided Apple’s minimum terms are incorporated. See Precedent: Mobile app end-user licence agreement (EULA)—for Apple App Store. ☐ Google...

STOP PRESS: This document is currently being revised to take account of the implementation of the Data (Use and Access) Act 2025 (DUAA 2025), which modifies the UK GDPR and the Data Protection Act 2018. For further guidance on the compliance impact of DUAA 2025, refer to Practice Note: Data (Use and Access) Act 2025—compliance implications. This Flowchart follows the approach outlined by the European Data Protection Board (EDPB) to assess whether you may carry out an international transfer of personal data relying on standard contractual clauses (SCCs) or binding corporate rules (BCRs). These transfer tools can be used only where the safeguards, enforceable rights and legal redress available to individuals in the destination country are essentially equivalent to those guaranteed by the General Data Protection Regulation (GDPR). The ‘essentially equivalent’ benchmark derives from the Facebook Ireland and Schrems ruling (Schrems II), determined under the EU GDPR. The Information Commissioner’s Office (ICO) has issued Guidance on transfer risk assessments, which adopts the phrase ‘sufficiently similar’ for transfers under the...

VBER 2022 flowchart This flowchart provides an at‑a‑glance pathway to assess whether the VBER 2022 safe harbour applies to an agreement. For the purposes of the flowchart, it is taken that the agreement is a vertical arrangement and that it complies with Article 2(3), VBER 2022 (concerning IP provisions) and, where relevant, Articles 2(4)–(6), VBER 2022 (relating to dual distribution). Throughout the flowchart, the VBER 2022 is referred to as the EU VBER...

Mergers Court of Justice dismisses appeals by German energy utility companies regarding Commission’s decision to approve the acquisition by E.ON of the distribution and retail energy business as well as certain general assets of Innogy The Court of Justice has handed down its judgments in joined appeals C-171/24 P, C-172/24 P, C-173/24 P, C-174/24 P, C-175/24 P, C-176/24 P, C-177/24 P, C-178/24 P, and C-179/24 P, brought by German energy utilities against the Commission. These challenges targeted the General Court’s rulings that had rejected actions seeking annulment of the Commission’s decision conditionally authorising a related transaction involving E.ON and RWE’s assets. Each appeal was dismissed by the Court of Justice. The nine appeals concerned the General Court’s judgments in cases T-53/21, T-55/21, T-56/21, T-58/21, T-59/21, T-61/21, T-62/21, T-64/21, and T-53/21, which upheld the Commission’s 17 September 20219 decision conditionally clearing the acquisition by RWE of E.ON’s renewable and nuclear electricity generation assets (M.8870). The Court of Justice dismissed all nine appeals. Background RWE and E.ON are...

In this issue Key developments and materials Electricity and gas market regulation and licensing Networks and network connections Renewable energy Conventional power, waste to energy, biomass, and CHP projects Nuclear energy International energy LexTalk®Energy: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Key developments and materials National Grid has unveiled a strategic tie-up between its Distribution System Operator (DSO) and Electron to boost the scale and value of flexibility for system operators and flexibility service providers (FSPs) by enabling market interoperability. Electron will link its flexibility market platform, ElectronConnect, with the DSO’s Market Gateway, giving FSPs wider choice in how they access and engage with flexibility on the electricity distribution network. The collaboration also aims to reduce entry hurdles and drive broader market participation. See: LNB News 02/05/2024 7. Electricity and gas market regulation and licensing Ofgem has opened a consultation...

In this issue: Electricity and gas market regulation and licensing Networks and network connections Renewable energy Capacity Market, balancing services and energy system flexibility International energy Daily and weekly news alerts Dates for your diary Trackers Electricity and gas market regulation and licensing DESNZ launches consultation on regulating TPIs in the retail energy market The Department for Energy Security and Net Zero has opened a consultation to bring Third Party Intermediaries in the retail energy market under regulation, bolstering consumer protection and aiding the shift to a cleaner energy system. Triggered by cases of consumers and businesses being targeted by unregulated rogue brokers and other TPIs, this forms part of the government’s ongoing support for Ofgem to develop an effective market for non-domestic customers, alongside implementing recommendations from Ofgem’s July 2023 non-domestic policy consultation. The consultation closes on 15 November 2024. See: LNB News 20/09/2024 36. Ofgem launches statutory consultation on SoLR Levy Offset...

The general prohibition Under section 19 of the Financial Services and Markets Act 2000 (FSMA 2000), no person may undertake regulated activities in the UK unless they are authorised or fall within an exemption. This is referred to as the general prohibition. For guidance on the territorial reach of this restriction, see Practice Note: Territorial scope of the prohibition. Under FSMA 2000, s 31, an authorised person is one who: has been granted permission by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) under FSMA 2000, Pt 4A to carry on specified regulated activities; or is a Gibraltar-based person with a Schedule 2A permission to carry on one or more regulated activities. Please note that this latter provision, inserted by section 22(1), (2) of the Financial Services Act 2021, is not yet in force...

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 4 September 2012; it is no longer maintained. See further, timeline. Case facts Outline of the UK merger investigation into the completed and finalised purchase by DCC Energy Limited of certain selected oil distribution operations from Rontec Investments LLP, previously owned by Total UK Limited. Latest developments The CC determined the deal posed no competition issues whatsoever and did not lead to a substantial reduction in rivalry. Therefore, the CC approved the transaction unconditionally. Parties Acquirer—DCC Energy Limited (DCCE)...

Background Financial conglomerates are sizeable groups active across more than one financial arena—banking, investment and insurance. They typically have intricate structures, operate across borders, and the wider organisation may include unregulated entities (from a financial legislation perspective), as well as entities not involved in financial services or engaged in non-financial activities. Historically, the bancassurance approach has been the leading operating model for such groups. Bancassurers bring together banking and insurance within a single organisation, enabling a full range of financial products in a one-stop shopping model—from conventional banking, through mutual funds, to insurance products. For insurers, bancassurance opens new distribution channels supported by a stable customer base; for banks, it broadens the product mix and lifts profitability by selling more through the same infrastructure already in place, thereby reducing fixed and overhead operating costs (economies of scale). Financial conglomerates conduct a variety of financial activities, each supervised under its own sectorial regime. There was a concern that this sectorial focus produced gaps and failed to capture the risks generated...

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Principal); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is at [ insert address ] ] (the Agent), (each of the Principal and the Agent is a party and, taken together, the Principal and the Agent are the parties). Background The Principal provides the Services (as defined below). The Principal intends to appoint the Agent as its non-exclusive agent within the Territory (as defined below) for the [ marketing OR marketing and sale ] of the Services, on the terms of this Agreement. The Agent has agreed...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT tax advantages...

[ insert Principal’s name ][ insert Principal’s address ] Dear [ insert name ], Agency Agreement dated [ insert date ] (the ‘Agreement’) [ This correspondence records our recent discussions. ] In line with clause [ insert number of clause containing termination provision ], please treat this correspondence as [ immediate OR [ insert figure ] days’ ] notice bringing the Agreement to an end...

This Q&A assumes that the trust corporation is a company incorporated and registered in the UK under the Companies Act 2006 (CA 2006) CA 2006 sets the framework for how a company formed under that Act allots and issues its shares. The exact process varies by the nature of the company proposing the allotment and factors such as whether it has a single share class or several classes already in issue. For further detail, see the sub-topic: Allotment, issue and pre-emption—overview, with particular reference to the Practice Note: Allotment and issue of shares—introductory points. For guidance on the consequences of breaching the CA 2006 provisions on allotting and issuing shares, consult Practice Note: Allotment and issue of shares—penalties...

For this Q&A, it is taken that, during their joint lifetimes, both spouses were the registered legal owners. Following the first death, the surviving spouse became the legal title holder on trust, holding one half share for the late spouse and the other half share for themselves under that trust. By executing a deed of variation, the survivor then came to hold the legal title on trust so that a 50% beneficial share belonged to the deceased’s children, with the balance 50% beneficial share remaining with the survivor as their own interest. Only equitable beneficial interests can be severed. A legal estate can only subsist as a joint tenancy, pursuant to section 36(2) of the Law of Property Act 1925 (LPA 1925)...

Insolvency Rules 2016 (IR 2016), SI 2016/1024, Part 14 Part 14 of the Insolvency Rules 2016 (SI 2016/1024), which sets out how creditors’ claims are dealt with, also operates in a members’ voluntary liquidation (MVL) by reason of r 14.1(1). That rule confirms that this Part applies to administration, winding up and bankruptcy proceedings, without any restriction confining its operation to insolvent liquidations. What amounts to a provable debt in a winding up (and equally in administration and bankruptcy) is defined by r 14.2(1). Save as otherwise provided in that rule, every creditor’s claim is provable as a debt against the company or the bankrupt, whether the liability is present or future, certain or contingent, ascertained or recoverable only in damages. For further guidance, see Practice Note: Future debts, contingent debts, secured debts...