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This Checklist outlines the principal considerations when preparing a schedule to a business‑to‑business agreement. For further guidance on drafting commercial contracts, in general, see: Practice Note: Key terms and conditions in commercial contracts Practice Note: Structure and form of commercial contracts Commercial contract drafting and review-checklist Commercial contract review and execution (business personnel)-checklist What are schedules used for? Schedules to an agreement typically hold detailed information about particular aspects of the deal or deviations from a standard contract, and they commonly address commercial matters. These may cover pricing and charges, key personnel, service levels and service credits, technical specifications and statements of work (e.g. details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. In more intricate agreements, the appropriate commercial teams within the business often assume responsibility for schedules addressing commercial issues (with input from lawyers where required), as they...
SM&CR Checklist—preparing for SMF interviews This Checklist helps candidates get ready for interviews with the Financial Conduct Authority (FCA) and/or the Prudential Regulatory Authority (PRA) for approval to carry out a senior manager function (SMF) under the UK regulators’ Senior Managers & Certification Regime (SM&CR). Under the SM&CR, firms must seek regulatory approval when proposing to appoint someone to an SMF. During this process, the individual might be invited to interview by the regulators. Such interviews are run by a panel, featuring representatives from the regulators’ authorisations and supervisory teams. Interviews are not routine for every SMF application and, when arranged, are targeted by risk and tailored to the role. The scope and intensity of the questions will shift according to the SMF in scope, the firm’s risk profile, and the candidate’s experience. For instance, executive SMF interviews may lean more towards operational execution and decision-making, while interviews for non-executive positions (including Chairs) will typically emphasise oversight, governance, challenge and independence of judgement. In short, the interview approach is...
These Flowcharts These Flowcharts offer direction on the proper method for completing the parts of a stock transfer form that address consideration, stamp duty certification, and execution. They are included within an annotated stock transfer form, which clearly sets out instructions explaining how its sections should be properly filled in...
Original news Mr Y (CAS-57893-P0C6)—20 August 2025 / Ms R (CAS-58612-P1X1)—18 July 2025 Summary The Pensions Ombudsman dismissed a complaint concerning a loan note investment. The scheme’s independent trustee bore no responsibility for losses arising from this high-risk, speculative asset. The complainants had completed forms confirming the trustee was not giving investment advice and could not be held accountable for any investment loss. The arrangement ran on an execution-only basis. The trustee also undertook appropriate due diligence before proceeding. In light of these factors, no liability ultimately attached to the trustee for the loan note loss. The determination highlights the perils of placing funds into non-standard investments. Accordingly, the complaint failed. What were the facts? Ms R and Mr Y were members of the Westerby Pension Scheme (the Scheme). The Scheme was a self-directed, self-invested personal pension (SIPP) scheme. Westerby Trustee Services Limited (Westerby) was the Scheme’s independent trustee and administrator...
In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Accountability, culture and social governance Prudential requirements Operational resilience Financial crime and sanctions Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Banks and mutuals Investment funds and asset management MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies ESAs highlight role of behavioural insights in supervisory and policy work The three European Supervisory Authorities — the European Banking Authority (EBA), the European Insurance and Occupational Pensions Authority (EIOPA) and the European Securities and Markets Authority (ESMA) — have issued a joint report arising from their February 2024 workshop on integrating...
In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Operational resilience Financial crime and sanctions Consumer protection Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Investment funds and asset management UK MiFID II EU MiFID II Payment services and systems Fintech and cryptoassets Regulation of AI in FS LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Latest Q&As No Weekly Highlights on 24 April 2025 UK, EU and international regulators and bodies FCA announces first international presence in US and Asia-Pacific regions The Financial Conduct Authority (FCA) has unveiled its...
This Practice Note examines the rules governing systematic internalisers (SIs) within the recast Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II), as updated by Directive (EU) 2024/790 (the MiFID II Review), and the Markets in Financial Instruments Regulation (Regulation (EU) 600/2014) (MiFIR), as revised by Regulation (EU) 2024/791 (the MiFIR Review), collectively referred to as the MiFID II framework. For further detail on trading venues under the MiFID II framework—regulated markets (RMs), multilateral trading facilities (MTFs) and organised trading facilities (OTFs)—see Practice Note: MiFID II: EU trading venues. What are systematic internalisers and why are they regulated? Funds, insurers and other major investors typically choose between two routes when trading securities. They may transact on a trading venue where many participants interact, or deal directly with an investment firm that settles by dealing on its own account. In the latter scenario, the securities traded are drawn from, or placed into, the firm’s proprietary holdings; put differently, the firm executes the trade ‘internally’...
The rules regarding Scottish electronic documents and their execution are contained in: Requirements of Writing (Scotland) Act 1995 (RW(S)A 1995) Assimilated Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (as amended by the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc) (EU Exit) Regulations 2019) (UK eIDAS) Land Registration etc (Scotland) Act 2012 (LRE(S)A 2012) Electronic Documents (Scotland) Regulations 2014, SSI 2014/83 Land Registration etc (Scotland) Act 2012 (Commencement No 2 and Transitional Provisions) Order 2014, No 41 (C 4) (2014 Order) Land Register of Scotland (Automated Registration) etc Regulations 2014, SSI 2014/347 Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 (LW(CD)(S)A 2015) The Law Society of Scotland has produced a third edition of its guidance on electronic execution of documents: Law Society of Scotland—Electronic signatures guide (Third Edition). Assimilated law is the term used for retained EU law (‘REUL’) that continues in force after the...
This Practice Note explores the Financial Conduct Authority (FCA’s) Mortgages and Home Finance: Conduct of Business sourcebook (MCOB) obligations on distribution and disclosure that apply to lenders, providers and intermediaries involved with regulated mortgage contracts (RMCs), home reversion plans (HRPs), home purchase plans (HPPs) and regulated sale and rent back agreements (SRBAs). Collectively, RMCs, HRPs, HPPs and SRBAs are termed home finance transactions (MCOB 1.2.2 G(1)). The relevant provisions sit mainly in MCOB chapters 4–9 (MCOB 4–MCOB 9). This Practice Note also explains the rules for accurately computing the annual percentage rate (APR) and the annual percentage rate charge (APRC) in chapters 10 and 10A of MCOB (MCOB 10 and MCOB 10A). For guidance on other elements of MCOB, see Practice Notes: Mortgage and home finance conduct of business—application and general requirements; Mortgage and home finance conduct of business—financial promotion regime; and Mortgage and home finance conduct of business—responsible lending, charges and arrears requirements. Purpose of MCOB advising and selling standards MCOB 4 sets out rules and guidance...
Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and completion take place on the same day, in which case, all the conditions precedent to funding will need to be satisfied before...
This Agreement is dated [ insert date— note that admission agreements may now commence prior to the execution date and, where appropriate, take effect from an earlier date ]. Parties [ insert full name of Administering Authority ] (the ‘Administering Authority’); [ insert full name of Scheme Employer ] (the ‘Scheme Employer’); [ insert full name of Admission Body ], a company incorporated in England (company registration no. [ insert number ]) with its registered office at [ insert registered company address ] (the ‘Admission Body’). Background [ insert full name of Administering Authority ] acts as the Administering Authority of the [ insert full name of pension scheme ] in accordance with the Regulations as in force. The Scheme Employer is a scheme employer within the meaning given by the Regulations. From the Contract Start Date, the Admission Body shall deliver the Services in relation to the performance of a function of the Scheme Employer...
General This Precedent serves for a complete security release and is designed for bilateral debentures or mortgage instruments, where the chargor is a company registered in Ireland, and is intended for use in relation to that specific documentation. Such releases are ordinarily recorded by a deed of release, which is the usual means of documenting the discharge of a mortgage or charge. That approach matters especially if security is discharged early or before the debt is fully satisfied, as it removes arguments about absence of consideration and assures any third party dealing with the security provider that the release is valid. A complete release is appropriate where the creditor no longer needs security to remain in place, for instance when every liability owed to the security holder is being paid off or refinanced by a different lender. If a full release occurs, the security provider’s obligations and liabilities are likewise discharged...