Lead investor meaning

ARCHIVED: This Practice Note is archived and no longer updated. It is supplied for background reference only. The Checklist aims to equip arbitration practitioners with a catalogue of strategic, procedural and practical considerations that could be pertinent to—and should be weighed before, during and/or after—arbitral proceedings in the context of the coronavirus (COVID-19) pandemic and the responses of national governments and international arbitral organisations, including arbitral institutions. The Checklist is not comprehensive in scope and not every point will be applicable in each arbitration. It likewise omits any assessment of the substantive disputes that may lead to proceedings in the first instance (for example, claims over failed contractual performance said to result from the pandemic and its consequences). Although prepared with commercial arbitrations in view, many elements will equally apply to other arbitral forms, including investor–state. The Checklist also envisages arbitrations with oral hearings; matters conducted on a ‘documents only’ basis should be largely unaffected, except insofar as the pandemic has created personal difficulties for participants...

ARCHIVED: This document is archived and is no longer being updated. Regulation (EU) 2017/2402 (the EU Securitisation Regulation) took effect on 18 January 2018 and has applied across the EU since 1 January 2019. From IP completion day (31 December 2021), Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation) has applied in the UK. This Checklist describes the due diligence, risk assessment and ongoing monitoring duties that apply to institutional investors in: the EU, under the EU Securitisation Regulation; and the UK, under the UK Securitisation Regulation. For general information on the EU and UK securitisation regimes, see Practice Notes: UK Securitisation Regulation—essentials [Archived], UK regulatory capital treatment of securitisations under CRR and Solvency II and Legislation guide for transactional lawyers—UK Securitisation Regulation [Archived], the STS securitisation criteria—checklist [Archived] and the EU and UK Securitisation Regulations—timeline [Archived]. Note that the UK government is undertaking reform of the UK securitisation regime that will lead to the repeal of the UK Securitisation Regulation....

In this issue: Key developments and horizon scanning Disputes and remedies Trespass and adverse possession Electronic communications Disputes and remedies Rent and rates Additional Property Disputes updates Daily and weekly news alerts New and updated content Dates for your diary Key developments and horizon scanning BPF director warns of commercial impact from Devolution Bill's rent review ban Policy lead at the British Property Federation (BPF), Ion Fletcher, has voiced reservations about the English Devolution and Community Empowerment Bill’s proposed prohibition on upward-only rent reviews (UORRs) in commercial leases. Whilst recognising the Bill’s broader aim to devolve powers to regional authorities and enhance local development outcomes, Fletcher cautions that the late addition of the UORR ban—without consultation—could weaken investor confidence. UORRs are widely used in longer commercial leases, providing income certainty that can de-risk development and refurbishment activity. Fletcher maintains that discarding this device breeds uncertainty at a moment when the sector is already...

In this issue: Tax treatment Corporate governance New content Useful information Dates for your diary Weekly highlights from other practice areas Tax treatment Reminder-Annual share schemes returns filing deadline is 6 July 2026 Companies that run either tax-advantaged or non-tax-advantaged employee share schemes where UK participants obtain shares or share-based awards must file an annual return online with HMRC for each scheme. For the 2025–26 tax year, the submission deadline is 6 July 2026, and a return can only be filed if the scheme has already been registered with HMRC. HMRC provides templates, guidance and technical notes setting out the details required. As each scheme type has its own template, care should be taken to select the correct version. Where a registered scheme has no reportable events during the relevant year, a nil return is still required; failure to submit will lead to penalties...

PE firms fuel 30% rise in 2023 European insurance M&A FTI Consulting reported 574 insurance-sector mergers and acquisitions in 2023, an increase from 435 logged in 2022 and 379 recorded in 2021, over the past two years. The upswing in dealmaking has occurred despite higher interest rates and a downbeat economic backdrop across the region, even as headwinds persist. The firm observed that, although investor appetite appears to have cooled worldwide, Europe bucks the trend for now. It added that present market conditions are not significantly constraining the...

ARCHIVED This Practice Note is archived and no longer maintained. It offers historical context and outlines concepts such as UK mini-bonds and the Order Book for Retail Bonds (ORB). With the advent of the new UK prospectus regime, these concepts are being phased out or materially reformed. It is provided for background information only. For more on the new UK prospectus regime, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. Introduction Traditional debt capital markets Historically, large corporates have tapped the debt capital markets to raise funds from an investor base made up largely of investment funds, pension funds, insurance companies and other institutional investors. Consequently, debt capital markets transactions have typically been characterised by: substantial issue sizes—typically at least £50m (or the equivalent in another currency) and frequently above £100m uniform distribution and underwriting procedures, whereby a lead manager with co-managers—or dealers for issues under a Euro Medium-Term Note (EMTN) programme—interposes between the issuer and prospective...

Foreign direct investment (FDI) remains an ever more significant driver within the world economy today, and its importance continues to grow. For multinational groups, and any enterprise hoping to launch operations in another jurisdiction, a key consideration is the legal stability of that location when entering a host market. Careful investors will wish to be confident their capital is safe and shielded from improper intervention by the host state, both now and in future. Shifts in political or economic conditions can prompt state action that may, directly or indirectly, diminish an investment; in the most severe cases, the nationalisation of industries or sectors may lead to expropriation of assets (see, for example, Practice Note: Expropriation—investment treaty arbitration). In those situations, investors might possess rights and remedies arising under the contractual frameworks through which the investment was made, depending on the terms agreed. Often, however, such agreements stipulate that any claims must be pursued in the host state’s courts, or restrict the scope of relief that can be obtained. Accordingly, acknowledging...

Introduction ARCHIVED : This Practice Note was archived and is no longer maintained. Global depositary receipts (GDRs) are securities issued by a depositary bank that stand for another security held by that bank, such as shares. An issuer commonly establishes a depositary receipt programme with a depositary to permit institutional investors to gain exposure to its shares. These programmes are widely used by companies based in emerging markets where domestic rules—like taxes or burdensome registration obligations—make direct shareholding by overseas investors impractical or unattractive. As a result, GDR programmes can open access to a broader investor base than a purely local share offering. GDRs are usually admitted to trading on leading stock exchanges, most frequently London, which can provide investors with enhanced liquidity and offer issuers the prospect of larger deal sizes or improved valuations. While issuers may alternatively list their shares directly on foreign exchanges, the associated listing, reporting and corporate governance standards are generally tougher than for GDR listings. Some issuers elect to set up a GDR...

Parties Issuer [ • ] Guarantor [ • ] Lead Manager [ • ] Settlement Manager [ • ] Principal Paying Agent [ • ] Trustee [ • ] Registrar [ • ] Auditors [ • ] Tax Advisers Lead Manager Legal Advisers [ • ], acting as legal counsel to the Lead Manager, and [ • ], acting as legal counsel to the Trustee Issuer Legal Advisers [ • ], serving as legal counsel to the Issuer and the Guarantor The Depository Trust Company ( DTC ) Euroclear Bank SA/NV ( Euroclear ) Clearstream Banking S.A. ( Clearstream ) Common Depositary [ • ], in its role as Common Depositary [ The London Stock Exchange plc ] ( Stock Exchange ) [ The Financial Conduct Authority ] ( FCA ) [ Regulatory News Service of the Stock Exchange ] ( RNS ) SIGNING AGENDA ...

subscription and shareholders’ agreement/investment agreement Insert new definitions: A Ordinary Shares; Board; Chair (per clause reference); Investor Consent/Investor Direction (written consent by the Lead Investor or holders of at least [75]% in nominal value of A Ordinary Shares); Investor Director; [Lead Investor]. Add a clause granting Investors the right at any time to appoint and remove non-executive Investor Director[s] and a non-executive Chair by written notice (first appointments effective on Completion), appoint alternates, disapply retirement by rotation, and secure fees of £[amount] p.a. plus VAT and expenses. Establish post‑Completion [remuneration and audit] committee[s] with casting vote rights. articles of association Add definitions for A and B Ordinary Shares, Preference Shares, Investor, Investor Group, Investor Associate, Investor Director, Investor Consent/Direction, Investor Director Interest, Group Company Interest, Co‑Investment Scheme, Confidential Information, FSMA, Fund, Lead Investor, Recognised Investment Exchange, Quotation and Sale. New articles set Board size; permit alternates; regulate meetings, quorum and remote participation; enable authorisation of conflicts and Investor Director/Group Company interests with disclosure and, if directed, A...

Insert the following as new definitions (if not already included) in the subscription and shareholders’ agreement or investment agreement of the relevant company: Annual Budget • means the yearly operating budget approved under clause [ insert number of clause in the subscription and shareholders’ agreement/investment agreement dealing with the adoption of the company’s budget ]; A Ordinary Shares • means the A ordinary shares of [ insert amount ]p each in the capital of the Company; [ Financing Documents • means the facilities agreement to be executed on the same date as this Agreement between the [ Company OR [ insert the name of the company in the investee group party to the financing arrangements, eg newco 1, newco 2 etc ] ] and [ insert name of bank ] together with the [ list other financing documents, such as security and intercreditor documentation ] in the agreed form, as amended, supplemented, novated or replaced from time to time; ] Investor Consent or Investor...