Financial Close meaning

This checklist outlines matters a potential buyer (and its advisers) ought to weigh up when acquiring the share capital or business assets of a firm authorised by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) under the Financial Services and Markets Act 2000 (FSMA 2000), or authorised or registered by the FCA under the Payment Services Regulations 2017, SI 2017/752 (PSRs 2017). It is designed to help purchasers compile a due diligence questionnaire and to flag other central elements of the transaction. It is not exhaustive and additional considerations may arise. Due diligence Authorisations and licences Review the Financial Services Register for the target’s FCA or PRA authorisation under FSMA 2000 and the scope of permissions attached to that authorisation, or for FCA authorisation or registration under the PSRs 2017; also confirm the authorisations and permissions of any group entities. Verify that activities undertaken by the target (and any group members) align with the permissions recorded on the Financial Services Register... ...

This Checklist flags the usual key policies that an organisation should think about putting in place, and it points to LexisNexis® Precedents you may use or tailor as appropriate. Having robust policies and procedures established will assist an organisation to control risk and also evidence compliance wherever a written policy is a regulatory necessity. Note: this Checklist is not meant to be a complete catalogue of every policy an organisation ought to hold. Extra or alternative policies might be needed from time to time to fit your organisation or to satisfy any industry or sector-specific regulatory obligations. General human resources policies Policy — Aim of this policy — LexisNexis® Precedents you could use or adapt (available subject to subscription) Adoption leave policy — To outline an organisation’s approach to adoption leave and pay. Policy—adoption leave Carer’s leave policy — To state an organisation’s policy for employees to take unpaid time away to provide or arrange care for a dependent with a long-term care...

Part XII of the Financial Services and Markets Act 2000 (FSMA 2000) Under Part XII of FSMA 2000, controllers and prospective controllers must obtain approval from the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) before acquiring or increasing control in a UK authorised firm, and must notify the relevant regulator when reducing or ceasing control in a firm. The FCA and PRA also require UK authorised firms to notify them when a person reduces or no longer has control in the firm. This Checklist outlines the practical steps that controllers and proposed controllers should consider when acquiring or increasing, or disposing of or decreasing, control. For more detail on the change of control regime, see the following Practice Notes: FSMA 2000 controllers regime—key concepts Obligations of controllers—acquiring and increasing control Obligations of controllers—reducing or ceasing control FSMA 2000 controllers regime—obligations for firms FSMA 2000 controllers regime—fund managers Enforcement of the FSMA 2000 controllers regime Authorised...

In this issue: Horizon scanning Status and worker categories Benefits Prohibited conduct Unfair dismissal Settlement Employment tribunals Dates for your diary Trackers New Q&As Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning What to watch in Employment law this winter In 2025, the government’s suite of employment reforms has set the pace, yet noteworthy shifts in case law and workplace culture also merit close attention as winter draws in. Some updates will stem from regulators, including the Financial Conduct Authority, which is anticipated to finalise guidance on tackling non-financial misconduct. Practitioners should also be mindful of the broader adoption of artificial intelligence, alongside a rise in employees voicing politically sensitive opinions at work, both of which demand vigilance as 2026 approaches. See Law360: What to watch in employment law this winter. Status and worker categories European Parliament ready to negotiate better...

As Winston Churchill observed at the Lord Mayor’s Luncheon in 1942, this is no finale—nor even the beginning of one—more likely the end of the opening chapter. So it is with the FCA’s Consumer Duty. A torrent of imagery has been offered, yet those delivering change or advancing board reporting gain scant practical direction: boiling frogs boiling kettles, not oceans golden threads the art of the possible The last two years of implementation mark only the first stage of a wholesale mindset shift for firms—and for the FCA—across retail markets. With its outcomes focus, the Duty requires firms to define what ‘good’ looks like for their business and the processes most likely to secure positive results for all customers. Meanwhile, the FCA is starting to close the gaps, setting a cadence of studies and feedback that appears likely to continue...

The European Insurance and Occupational Pensions Authority (EIOPA) has, for years, warned about a widening ‘natural catastrophe insurance protection gap’ across the EU. This gap captures the mismatch between overall losses caused by natural disasters and the portion of those losses that are insured. According to EIOPA and the European Central Bank (ECB), from 1981 to 2023 natural catastrophes cost EU member states €900bn, with one fifth of that bill arising in just the most recent three years. Over the same period, only around a quarter of losses were insured, and that proportion is falling. We have previously outlined EIOPA’s worries about the consequences of this catastrophe gap (see here). In this article, we examine the actions that EIOPA and the ECB now formally propose to narrow the protection gap, as set out in a paper issued on 18 December 2024 (the 2024 Paper). In brief, the proposals (explained further below) rest on two pillars: a public–private, EU‑wide reinsurance facility (designed to complement existing national insurance schemes in some member...

IP COMPLETION DAY: At 11pm (GMT) on 31 December 2020, the Brexit transition/implementation period that followed the UK’s withdrawal from the EU comes to a close. In UK law this moment is termed ‘IP completion day’. From that point, core transitional arrangements end and significant changes start to take effect across the UK’s legal framework. This note provides guidance on areas affected by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for lending lawyers? [Archived]. BREXIT: From 31 January 2020, the UK is no longer an EU Member State, but entered an implementation period during which, for many purposes, it continues to be treated by the EU as a Member State. As a third country, the UK cannot participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), yet it must continue to meet its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit...

Background to the Single Supervisory Mechanism In the wake of the 2008 financial crisis, heightened concern spread across the EU about threats to the stability of the single currency and the integrated market for banking services. To tackle these issues, strengthen financial stability and aid economic recovery, the EU has been building a European Banking Union, anchored in a single regulatory rulebook for financial services, to advance the integration of banking supervision across the EU. At its core sits the Single Supervisory Mechanism (SSM), created by Council Regulation (EU) 1024/2013 and complemented by the SSM Framework Regulation, Regulation (EU) 468/2014. The SSM seeks to ensure that oversight of credit institutions is coherent and effective, and consistent with the functioning of the internal market for financial services and the free movement of capital. Application and scope The SSM Regulation covers credit institutions established in a eurozone Member State. In addition, a Member State not in the eurozone may request to be brought under SSM supervision by establishing close...

ARCHIVED: This archived Practice Note monitored how bills moved through Parliament throughout the session running from June 2017 to October 2019, which concluded with the Prorogation of Parliament on 8 October 2019 as noted here. Prorogation brings to a close all outstanding Parliamentary bills that have not obtained Royal Assent, unless a motion in either House carries them over in the usual way. Two of the bills from that Parliamentary session were carried over to the next session. Parliament is scheduled to re-open on 14 October 2019, and measures progressing in the subsequent session will be tracked separately. On 24 September 2019, the Supreme Court ruled that the prorogation of Parliament, made by Order in Council dated 28 August 2019, was unlawful, null and of no effect. Consequently, Parliament was not in fact prorogued on 9 September 2019. For more detail, see: LNB News 24/09/2019 21. See Q&As: What is prorogation of Parliament? and How is prorogation of Parliament relevant to Brexit? Accordingly, the...

[ insert name of offeror ] [ PLC OR Limited ] Minutes of a meeting of [ a committee of ] the board of directors of [ insert full name of offeree ] (the Company) convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present [ Insert names of director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance [ Insert name ] (representative of [ name of financial adviser ], the Company’s financial advisers (the Bank )) [ Insert name ] (representative of [ name of law firm ] (the Company's solicitors ))...

Introduction We are all required to act in the organisation’s best interests. A conflict of interest arises where someone’s personal, financial, or other concerns cut across the organisation’s interests. Even the suggestion of a conflict is unacceptable and can harm the organisation and its reputation. The actions of family members and close associates can also create conflicts. Conflicts can appear in many guises, commonly including: external employment; holdings or influence in other companies; commercial prospects; and familial and close personal relationships. These examples are outlined in greater detail below. This is not an exhaustive account of every circumstance in which a conflict might occur. If you feel pulled by ‘conflicting loyalties’, or others could reasonably think that you are, a conflict may exist and should be addressed. Many real or potential conflicts can be managed in a way that works for both you and the organisation, but they must always be reported to us—see below: ‘What to do in...

1 Introduction and purpose 1.1 We maintain robust arrangements designed to recognise, oversee and control every material risk to our business, including any that could reasonably stem from our connected practices. 1.2 We continually assess and review our financial resilience and the ongoing sustainability of the business. 1.3 On becoming aware that the firm will cease to practise, we are under a regulatory obligation to carry out a clear, timely and orderly wind‑down of operations, and to notify the Solicitors Regulation Authority (SRA) prior to closure. 1.4 We are likewise obliged to safeguard client confidentiality, and that obligation endures even after a client’s matter has fully finished. 1.5 Shutting a practice also entails a range of further actions and demands careful, proper advance planning. 1.6 This plan: 1.6.1 aims to ensure we undertake all necessary and required steps to close the firm; 1.6.2 aims to ensure clients’ confidentiality is preserved throughout the closure process and thereafter; and 1.6.3 sets...

BREXIT At 11pm (GMT) on 31 December 2020—known as ‘IP completion day’—the transition/implementation period entered into following the UK’s withdrawal from the EU came to a close. From that point onwards, key transitional arrangements came to an end and wide‑ranging changes started to take effect across the UK’s legal regime. This document provides guidance on subjects affected by these changes. Before continuing your research, see: Brexit and financial services: materials on the post‑Brexit UK/EU regulatory regime [Archived]. This Q&A assesses the impact of Brexit on passporting in the insurance sector, outlines the options available to insurers to continue to access the European Economic Areas (EEA), and highlights the factors for insurers to take into account in their contingency planning. This Q&A is produced in partnership with Clare Swirski at Clifford Chance. What are the main aspects of passporting under Solvency II?...