Information memorandum meaning

Use this checklist when representing the seller in the disposal of a registered freehold residential property, whether offered with vacant possession or burdened by a lease or multiple leases. It is not comprehensive and will not address every eventuality in every transaction. You should always consider if there are additional matters that require attention. It does not purport to be a complete guide for every case. Preliminary matters Have you taken instructions from the client? Robust due diligence and effective transaction management depend on a clear grasp of the seller’s objectives and the proposed sale terms. Obtain full instructions, and clarify any elements of your brief that are unclear or out of the ordinary. Consider whether further specialist input is required; for example, planning advice where completion is conditional upon planning permission being secured. The table below sets out some of the principal points on which instructions should be obtained at the outset. This list is not comprehensive, and you may need to request information about additional...

In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...

Risk & Compliance weekly highlights—30 January 2025 In this issue: Data protection Financial sanctions AML, CTF & counter-proliferation financing Fraud Daily and weekly news alerts Trackers New and updated content Data protection ICO launches strategy to tackle online tracking compliance in UK The Information Commissioner’s Office (ICO) has unveiled a wide‑ranging plan to improve adherence to online tracking rules across the UK’s digital environment. Its remit now extends from the leading 200 to the top 1,000 UK websites, with the goal of giving users genuine control over how their personal data is tracked. The programme features fresh guidance on ‘consent or pay’ approaches, intended action on compliance within apps and connected TVs, and probes into data management platforms across the adtech ecosystem. This guidance explains how to meet data protection law, concentrating on power imbalance, suitable fees, equivalence, and privacy by design. It sets out ways to gauge power imbalance—such as market position and switching...

In this issue: Brexit highlights Brexit SIs Post-Brexit transition guidance Judicial review Constitutional and administrative law Equality and human rights Information law Subsidy control and state aid Public procurement Management and strategic planning Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Brexit highlights The Cabinet Office has released an explanatory memorandum concerning the UK/EU TCA Partnership Council decision (COM(2024)297). The proposal sets out the EU’s stance in the Partnership Council on amending Annex 3 to the Trade and Cooperation Agreement between the EU and UK, which covers product-specific rules of origin. See: LNB News 15/11/2024 16. The House of Commons Library has issued a briefing on assimilated law reform, outlining the Labour government’s approach following the 2024 general election. The second statutory report, published in July 2024, notes that of the 6,735 items of retained EU law (REUL)...

Auction processes Auction processes are pivotal in particular industries; for example, in private equity, in government privatisations, and in other large‑value transactions, where they remain central to those transactions. Selling shares by way of auction is intended to trigger competitive bidding for the target among interested parties, achieving both the highest achievable price and securing the best possible terms. For the seller, there is strong certainty that completion will occur with a preferred bidder (which is preferable from management’s point of view). Auctions may involve numerous bidders, or be narrowed and targeted to a selected few bidders only. This will generally depend on the market in which the target company operates and the nature of its business, that is, the market it operates in and its business’s nature. Typically the seller directs the auction and appoints advisers to act for it—for instance, an investment bank—to promote the sale of the target on the seller’s behalf...

Role of the Pensions Regulator Statutory objectives The Pensions Regulator’s core function is to meet the statutory objectives set out in section 5 of the Pensions Act 2004 (PeA 2004). These are: to safeguard the benefits due to, or on behalf of, members of occupational pension schemes to safeguard the benefits due to, or on behalf of, members of personal pension schemes who are: employees for whom there are 'direct payment arrangements' (defined below), and where the scheme is a stakeholder pension scheme, any other members to reduce the likelihood of circumstances that could lead to compensation from the Pension Protection Fund for defined benefit scheme funding, to minimise any adverse effect on an employer’s sustainable growth to maximise compliance with auto-enrolment duties (for further information on which, see Practice Note: Auto-enrolment—an introduction) to promote, and improve understanding of, the good administration of 'work-based pension schemes', namely: ...

STOP PRESS/FORTHCOMING CHANGES : The UK intends to transpose the OECD’s Cryptoasset Reporting Framework (CARF) into domestic law from 1 January 2026. The enabling instrument is the Reporting Cryptoasset Service Providers (Due Diligence and Reporting Requirements) Regulations 2025 (SI 2025/744), which was presented to the House of Commons on 25 June 2025. On that date, HMRC released tax impact and information notes (TIIN) on the measure. HMRC has also issued guidance covering reporting under CARF. In parallel, the government has brought forward legislation revising the domestic rules that give effect to the OECD’s Common Reporting Standard (CRS) and the UK’s obligations under the Intergovernmental Agreement with the US for the implementation of the US Foreign Account Tax Compliance Act (FATCA). The core legislation remains the International Tax Compliance Regulations 2015 (SI 2015/878), with amendments made by the International Tax Compliance (Amendment) Regulations 2025 (SI 2025/740). These changes implement the OECD’s 2023 updates to the CRS and make further adjustments ‘to make the UK’s implementation of the rules more effective’...

Memorandum prepared by [ Name of Firm ] For the directors of [ insert company name ] (the Company) advising on annual environmental reporting 1 Scope This memorandum outlines the principal environmental disclosures the Company must include within its annual report and accounts. It addresses the UK Listing Rule and Companies Act 2006 ( CA 2006 ) obligations to present climate-related information consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD ). It also covers the duty to disclose greenhouse gas ( GHG ) emissions, energy consumption and measures to improve energy efficiency under the Streamlined Energy and Carbon Reporting ( SECR ) framework, together with other environmental legislation [ , and relevant principles and provisions from the UK Corporate Governance Code ( UKCG Code ) ] . In addition, it provides practical guidance to assist companies in compiling robust environmental disclosures. As a listed entity, the Company is further subject to continuing disclosure duties under the UK Listing Rules, the Disclosure Guidance...

Auction sale process letter—private M&A Letterhead of corporate finance advisors [ Insert name of recipient ][ Insert address of recipient ][ insert date ] Dear [ insert name ] Sale of [ Insert name of company or business ] (target) We attach copy number [ insert number ] of a confidential information memorandum ( Information Memorandum ) relating to the Target for your review and consideration. The Information Memorandum is furnished to you in commercial confidence and pursuant to the confidentiality [ letter OR agreement ] you executed on [ insert date ], a duplicate of which is enclosed as well. The Information Memorandum has been, or will be, distributed to a limited selection of other parties, each of whom will be subject to equivalent confidentiality obligations. The intention of the Information Memorandum is to enable you, and those other parties, to determine whether to commence negotiations to purchase [ the whole of the issued share capital of the Target [ or part thereof ]...

Unless stated otherwise, every item appears on the document list for both the offeror and the offeree. Mentions of the ‘Code’ denote the City Code on Takeovers and Mergers, and ‘CA 2006’ means the Companies Act 2006. A. Preliminary documents Index of documents — OfferEE/OFFEROR Scheme schedule — OfferEE/OFFEROR Parties list — OfferEE/OFFEROR Financial adviser’s client letter on confidentiality, etc — Rule 2.1(b) — FINANCIAL ADVISER Due diligence checklist — OFFEROR AND (IF APPROPRIATE) OFFEREE Application to inspect the offeree’s share register and register of interests, plus other details on the offeree’s share capital, shareholders and option holders, etc — CA 2006, ss 114 and 808; Note 3 on Rule 10.1 — OFFEROR Request for details about share interests — CA 2006, s 793 — OFFEREE/OFFEROR Request for information provided to a competing offeror (if appropriate) — Rule 21.3 — OFFEROR Note for directors on legal, Code and other duties — Rules 2.1(b) and 19.1 — OFFEROR/OFFEREE ...