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For further details on the documents outlined below, please refer to Practice Note: Issuing debt securities—key documentation. Appointment of the arranger The issuer (Issuer) designates an arranger (Arranger) to set up the programme. The Arranger may additionally serve as a dealer or manager for later note issues under the programme. Responsibility —Issuer and Arranger. Appointment of the dealers The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. For a syndicated issue, the Dealers and the Issuer may also sign a subscription agreement. New dealers may be added to the programme after launch via a dealer accession letter. Responsibility —Dealers, Arranger and the Issuer. Appointment of the agents The Issuer will appoint agents to act on its behalf for the programme. These may include a fiscal agent (Fiscal Agent) or a trustee (appointed by the Issuer to represent the interests of the noteholders),...
SM&CR Compliance—Checklist Note: On 15 July 2025, the government announced the Leeds Reforms, which include plans to streamline the SM&CR. At the same time, the PRA and FCA published consultation papers CP18/25 and CP25/21. The regulators propose a two-stage reform, with Phase Two to follow, subject to legislative changes under HM Treasury consultation. Final Phase One requirements are expected mid-2026, with any Phase Two consultations dependent on HMT legislation. See News Analysis: Reform of the SM&CR—Proposals and next steps. Overview The Senior Managers and Certification Regime (SM&CR) is the UK framework governing individuals working in financial services. It aims to widen personal liability, prioritising senior management accountability and fostering a firm-wide culture of responsibility to reduce consumer harm and reinforce market integrity. The regime comprises: Senior Managers Regime (SMR) – ensures Senior Managers can be held to account for misconduct within their remits. Certification Regime – applies standards of conduct to individuals working in financial services. Conduct Rules – set conduct...
In this issue: Advertising, marketing and sponsorship Agency and distribution Consumer protection Contracts Contractual joint ventures International Daily and weekly news alerts Dates for your diary Trackers New and updated content Advertising, marketing and sponsorship ASA rulings—19 March 2025 A single complaint was made to the Advertising Standards Authority (ASA) about Haven Leisure Ltd’s claims on holiday pricing. The ASA upheld the complaint. See: LNB News 19/03/2025 11. Agency and distribution Recovery Partners GP Ltd v Rukhadze [2025] UKSC 10 The Supreme Court dismissed the appellants’ appeal against an order to account for profits earned in breach of duty; they were employees of the respondent companies and owed fiduciary duties. The court affirmed strict adherence to the fiduciary ‘no profit’ rule, rejecting arguments for a ‘but for’ causation test and for counterfactual enquiries into whether the gains could have been authorised if consent had been sought. See: Recovery Partners GP...
In this issue: Banking and Finance case round-up Lending Security Debt capital markets Derivatives Regulation for derivatives lawyers Securitisation and structured products Restructuring Technology in banking & finance transactions Regulation for banking lawyers Scotland Daily and weekly news alerts New and updated content Useful information Banking and Finance case round-up Banking & Finance—November 2024 case round-up For a summary of the cases we flagged in Banking & Finance during October 2024, refer to News Analysis: Banking & Finance—November 2024 case round-up. Lending Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch) The judgment addressed a High Court application for an administration order, heard in that court, and centred on two key points of interest: (i) whether the sole director’s resolution to seek an administration order was effective; and (ii) the effect of the sanctions regime. On the first question, the court examined the company’s unamended Model...
CNO Plant Hire Ltd v Caldwell Construction Ltd [2024] EWHC 2188 (TCC) What are the practical implications of this case? This ruling spotlights the boundaries on using set-off at the enforcement stage. The main practical points are: Adjudication enforcement The court reaffirmed that adjudicators’ decisions should usually be enforced promptly and summarily, despite factual or legal errors, provided the adjudicator had jurisdiction and there was no breach of natural justice It again confirms adjudication’s speed and effectiveness as a construction dispute tool, helping to keep cash flow uninterrupted Set-off restrictions The judgment makes clear that set-off against an adjudicator’s decision will not be permitted unless strict conditions are satisfied If set-off is sought based on a counter-adjudication decision, separate enforcement proceedings must be commenced, highlighting the need for a careful legal strategy where multiple adjudications arise Jurisdiction challenges Jurisdictional objections to adjudication decisions must be clearly articulated and properly pursued...
This Practice Note addresses several frequently asked questions that may arise when deciding whether to pursue a Third Party Debt Order (TPDO). For guidance on what a TPDO is and the steps to obtain one, see Practice Notes: What is a third party debt order (TPDO)? How to apply for a third party debt order (TPDO) Does a TPDO have to be issued against a financial institution? No. You can apply for a TPDO against any third party within the jurisdiction that owes money to your debtor. This extends to an individual who is a debtor of the judgment debtor. Can a TPDO be made in respect of cryptocurrency? Following the decision in Ion Science Ltd v Persons Unknown (2020) (not reported by LexisNexis), the High Court confirmed that crypto assets are capable of being treated as property and can be traced and enforced against, including via an application for a TPDO. For guidance, see News Analysis: First third-party debt...
This Practice Note addresses regulatory obligations and practical considerations concerning the layout and substance of a client’s final bill of costs, including situations where an interim statute bill has been issued. It also sets out how interim bills should be dealt with when you come to serve your final bill. While the words ‘bill’ and ‘invoice’ are often treated as interchangeable, this Practice Note consistently uses the term ‘bill’. There is no specific statutory or regulatory prescription for the precise form or contents of a client’s final bill. However, that does not entitle you to present the bill in any format you wish. You must ensure that you: comply with the information and related obligations in the SRA Standards and Regulations, which, though not directed at bills expressly, do apply to your bill in an indirect way are able, if the bill remains unpaid, to take action to recover your costs Contentious and non-contentious work Some of the requirements outlined in this...
The general anti-abuse rule (the GAAR): neutralises—by making adjustments, on a just and reasonable basis, undertaken either by HMRC or by the taxpayer—for the purposes of counteraction any tax advantages that, leaving the GAAR out of account, would otherwise arise from abusive tax arrangements, and has operated since 17 July 2013 (being the date of Royal Assent to the Finance Act 2013 (FA 2013)), except that, for National Insurance contributions (NICs), it has applied only from 13 March 2014 This Practice Note explains: that the GAAR can be applied by taxpayers or by HMRC as appropriate in the circumstances how to determine which adjustments should be made to counteract abusive tax advantages in practice the procedure for counteraction by HMRC, including: the different kinds of notices that HMRC may give to a taxpayer and the separate GAAR procedures linked to such notices the point that, if the taxpayer does not...
[ enter name of telephone company ][ enter address of telephone company ] Dear [ enter organisation name ] The late [ enter name of deceased ] Account number[s]: [ enter account number(s) ]Address: [ enter deceased’s address ] We act for the personal representatives of the late [ enter name of deceased ] [ also known as [ enter other name(s) by which the deceased was known ] ], who passed away on [ enter date of death ]. Enclosed is an office copy of the death certificate for your inspection and return. Telephone [ and broadband ] services were supplied to the deceased at the above address under the account referenced above. [ Kindly arrange disconnection of the telephone [ and broadband services ] at the property and issue a final bill to this firm. The account will be settled once the personal representatives are in receipt of estate funds. ] [ Please do not disconnect the telephone [ or broadband...
Case No. [ insert claim number ] IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND & WALES INTELLECTUAL PROPERTY LIST (ChD) [ INTELLECTUAL PROPERTY ENTERPRISE COURT ] Before: Date: BETWEEN: [ insert full name of claimant ] Claimant and [ insert full name of defendant ] Defendant ORDER UPON the hearing of claim [ insert claim number ] before [ Mr OR Mrs OR Miss OR [ insert other ] ] Justice [ insert name ] on [ insert trial date ]; AND UPON judgment in the claim being handed down on [ insert date ]; AND UPON the Court determining that the Claimant succeeds on its complaint of copyright infringement; AND UPON HEARING [ insert name ], counsel for the Claimant, and [ insert name ], counsel for the Defendant; IT IS ORDERED THAT: Declaration Copyright exists in [ insert details of work ] (the Work) and the Claimant is the proprietor of...
Date [ date ] Parties [ name of Owner ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Owner) [ name of Developer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Developer) 1 Definitions Adjudication Date – the day on which any adjudicator appointed under HGCRA 1996 to determine a dispute regarding an amount due to: (a) the Developer under this Agreement; or (b) the Building Contractor under the Building Contract; delivers their decision; [ Adverse Rights – any easement, covenant, right or other interest affecting the Property, the release, discharge or variation of which is reasonably required to assist the Works or the use and occupation of the Development; ] [ Adverse Rights Agreement – any document that gives legal effect to the release,...