Lock-out mechanism meaning

NOTE: This archived timetable outlines the usual sequence for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297, before those regulations were revoked at the end of the Brexit implementation period... Background The European framework governing combinations between companies in different EEA member states stems from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK gave effect to the Directive through The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as subsequently amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (together, the Cross-Border Mergers Regulations). Beyond setting out a merger mechanism, the Cross-Border Merger Regulations also regulate employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) applies in the usual manner and on the normal basis where at least one party to the merger falls within the Code’s scope. The Takeover Panel (Panel) has issued a practice statement offering practical guidance on how the Code operates in cross-border merger scenarios. For more detailed information,...

Legal issues This checklist sets out the main terms and matters to bear in mind when preparing and negotiating indemnity provisions in commercial (business-to-business) contracts. For model wording with drafting notes, see Precedent: Indemnity clause-commercial contracts. For more on indemnities, consult the following Practice Notes: Indemnities in commercial contracts Guarantees and indemnities-general contract For a practical guide to reviewing an indemnity clause in B2B agreements, see Practice Note: How to review an indemnity clause. General comments What to watch out for Is an indemnity appropriate? An indemnity is a contractual promise by one party to reimburse the other for specified loss or damage or, in some instances, to relieve them from liability. Unlike a guarantee, it imposes a primary obligation that may not rely on a third party’s default. Assess if an indemnity is the right mechanism or whether a guarantee is preferable, for example where a parent company guarantees a subsidiary’s obligations. If advising the indemnifier, consider...

This Checklist helps identify the correct method of service when papers must be served outside the jurisdiction of the courts of England and Wales. It explains the formal service frameworks available for serving judicial and extra-judicial documents in a foreign state. The Checklist addresses the service mechanism under the Hague Service Convention, lists the territories to which that convention has been extended, and indicates whether any reservations, declarations or notifications have been recorded. For details on such reservations, declarations or notifications, consult: HCCH website—Service Section. This guidance focuses on cross-border service from England and Wales to overseas destinations and related procedural steps. How this checklist works To work out the applicable service framework using the table below, assess the relevant regime in: the country in which the document originates, and the country in which the document is to be served When the same regime is available in both countries, that regime governs. It is advisable to seek advice of a local...

The Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023) confers a suite of legislative powers, allowing the relevant national authorities to reshape retained EU law (REUL) by making secondary legislation to amend, revoke, restate and/or replace REUL and assimilated law. Its principal powers are located in REUL(RR)A 2023, ss 11–16. The core procedural obligations (including parliamentary scrutiny routes) for these instruments appear in REUL(RR)A 2023, s 20 and Schs 4–5. REUL(RR)A 2023 sifting process—background Under REUL(RR)A 2023, before specified statutory instruments (referred to here as ‘REUL reform SIs’) are formally presented to Parliament, they must first undergo a preliminary sifting exercise to confirm the suitable parliamentary procedure. Details of the sifting mechanism are set out in REUL(RR)A 2023, Sch 5 Pt 2, para 6...

In this issue: Air emissions and climate change Contamination and pollution Energy efficiency and buildings Energy for environmental lawyers Environmental information Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Air emissions and climate change Greenhouse Gas Removals (GGR)-UK government publishes Business Model documentation On 27 August 2025, the Department for Energy Security and Net Zero (DESNZ) released a suite of papers on its proposed Greenhouse Gas Removals (GGR) Business Model and accompanying policy. The Lexis+ Energy team, working with Navraj Singh Ghaleigh, Senior Lecturer in Climate Law at the University of Edinburgh Law School, set out the context for the GGR Business Model; its relationship with the Power BECCS Business Model; the technologies the GGR framework intends to encompass; its legal footing and principal features; and how...

In this issue: Electricity and gas market regulation and licensing Renewable energy Capacity Market, balancing services and energy system flexibility Conventional power, waste to energy, biomass, and CHP projects Nuclear energy Planning issues in energy projects International energy Daily and weekly news alerts New and updated content Dates for your diary Trackers Electricity and gas market regulation and licensing Ofgem publishes determinations on code manager selection for REC and BSC Ofgem has issued two determinations, setting out its conclusions under section 187(1) of the Energy Act 2023 to move ahead with appointing code managers for the Balancing and Settlement Code (BSC) and the Retail Energy Code (REC) without running a competition. As a consequence, both the Retail Energy Code Company Ltd and Elexon Ltd will, respectively, be asked to provide a licensing assessment form. Ofgem will subsequently review the submissions and confirm whether it proposes to award each entity a licence. See:...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

The public sector equality duty (PSED) Set out in Part 11 of the Equality Act 2010 (ss 149–159), the public sector equality duty (PSED) comprises a general equality duty applying UK-wide to public bodies listed in Schedule 19 of the EqA 2010, alongside specific duties intended to support delivery of the general duty and enhance transparency. Although the general duty is identical across England, Wales and Scotland, the specific duties made under EqA 2010, s 153 vary. In Wales, listed public bodies must meet particular specific duties that sit alongside the UK-wide general duty. These specific duties bind listed Welsh bodies only. They do not extend to non-devolved public authorities operating in Wales. Under EqA 2010, s 149, the general duty requires public authorities and those exercising public functions to have 'due regard' to the need to: eliminate discrimination, harassment, victimisation, and any other behaviour prohibited by or under the EqA 2010 advance equality of opportunity between people who share a relevant protected characteristic and...

Terminating a derivative under an ISDA Master Agreement When ending a derivatives contract documented under an ISDA Master Agreement, it is vital to follow the termination provisions exactly as drafted. Any misstep may mean the termination is not properly effected and could be invalid. Section 6 (Early Termination) details the outcomes that follow once an Event of Default or a Termination Event—each described in Section 5 (Events of Default and Termination Events)—has occurred. Put simply, an Event of Default involves fault attributable to a party, while a Termination Event usually arises without blame or beyond a party’s control. Section 6 also explains how the close-out netting mechanism operates after an Event of Default or Termination Event. For more detail, see Practice Notes: Scope of the ISDA Master Agreement part 4—Section 5 (Events of Default and Termination Events) and Scope of the ISDA Master Agreement part 5—Section 6 (Early Termination). Termination events...

This practice note addresses the 2nd Edition of the Burgundy Book, released in 2013, with particular emphasis on its role as a target cost form. In line with all IChemE agreements, the Burgundy Book contains thorough requirements for testing at completion and for commissioning, making it especially well suited to process engineering sectors such as nuclear, water, petrochemicals, and food. The suite adopts an almost entirely uniform structure across clauses, presentation and schedules. Departure from the standard drafting occurs only where needed to set out the mechanism delivering the risk/reward regime—in this instance, remuneration on a target cost footing. See also Practice Notes: IChemE Conditions 5th Edition—‘Red Book’ and IChemE Conditions ‘Green Book’ 4th Edition. Nature of Target Cost Contracts Target cost denotes that the contractor receives payment of the ‘actual cost’ it incurs (as defined), akin to a reimbursable arrangement but constrained by an agreed target cost. Where the actual cost surpasses the target, any additional sum payable to the contractor is reduced—often to nil. If the...

Note: This clause relies on the defined terms already set out in the Lexis+® UK Precedent Property development agreement: ‘Developer’, ‘Owner’, ‘Property’, ‘Working Day’ and ‘Works’. Further definitions are provided below. 1 Funder’s step-in rights 1.1 For the purposes of clause 1, ‘Funder’ denotes any lending institution to whom the Owner grants a charge over its interest in this Agreement or the Property as security for finance that allows the Owner to meet the cost of: acquiring, clearing and preparing the Property; [and] carrying out the Works[.]...

What is adjudication? You have asked us to set out what adjudication involves and how the process commonly unfolds, in the context of [ [ your proposal to enter into a construction contract with ] [ insert name of the counterparty ] OR [ in anticipation of adjudication proceedings between ] you and [ insert name of the counterparty ] ]. Adjudication is a mechanism intended to help parties resolve disputes quickly and at relatively modest cost. Pursuant to the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996), parties to construction contracts have the right to commence adjudication at any time. The dispute is referred to an adjudicator, who acts as an independent decision-maker. In most cases the adjudicator will be a construction industry professional (e.g. a quantity surveyor or engineer), or a lawyer with construction experience. They will consider the arguments advanced by both parties, and may draw on their own initiative and expertise, before reaching a decision on how the dispute should be determined. The party...

The Equality Act 2010 (EqA 2010) The Equality Act 2010 (EqA 2010) sets out measures to secure equality between men and women in pay and other employment terms where an employee’s work matches that of a comparator of the opposite sex. It accomplishes this by implying a sex equality clause into the employee’s contract of employment, ensuring that the contract reflects the comparator’s terms. This mechanism is intended to guarantee parity of conditions between the employee and their comparator...

Forfeiture Forfeiture is a contractual mechanism that permits a landlord to terminate a tenancy when the tenant breaches the tenancy terms. This can be achieved either by peaceable re-entry to the property or by starting court proceedings. The tenant retains the ability to seek relief from forfeiture. This Q&A does not clarify whether the lease in question is commercial or residential. For commercial lettings, a landlord cannot exercise forfeiture without first serving a notice under section 146 of the Law of Property Act 1925, setting out the breach and requiring the tenant to remedy it. However, no section 146 notice...

If an individual does not exhaust their inheritance tax nil rate band (NRB) on death—perhaps because a large share of the estate passes to a surviving spouse or civil partner—the Inheritance Tax Act 1984, sections 8A to 8C, sets out provisions allowing the unused NRB, wholly or partly, to be transferred and applied to increase the survivor’s NRB when that person dies. The mechanism preserves a proportion of the first estate’s NRB, which can then uplift the allowance available to the surviving spouse or civil partner on their death. The uplift is determined by a statutory calculation in IHTA 1984, section 8A(3) and (4)...