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Lock-ups meaning

What does Lock-ups mean?
In public M&A practice, lock-ups are arrangements used to secure support for a bid, most commonly legally binding irrevocable undertakings from directors or shareholders to accept a takeover offer or vote in favour of a scheme of arrangement and related resolutions. The term is descriptive (not a statutory or case-law definition) and is widely used under the UK City Code on Takeovers and Mergers and the Irish Takeover Rules. Typical features include: the number of shares covered; obligations to accept or vote; duration and lapse conditions; and whether the commitment is “hard” (binding even if a competing offer emerges) or “soft” (falls away on a superior competing offer or a change in board recommendation). Directors’ undertakings are usually qualified by fiduciary duties. Such shareholder lock-ups are permitted but must be disclosed in the Rule 2.7 firm intention announcement and in the offer document or scheme circular. They are distinct from prohibited offer-related arrangements between bidder and target. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. In equity capital markets, “lock-up” can also describe post-IPO disposal restrictions, which are different. See also Irrevocable undertakings and Letters of intent.
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CHECKLISTS
Post-completion environmental and health and safety checklist for share purchases: regulator notifications, regime obligations, audit follow-ups, insurance, and report reliance

In a share sale, the purchaser acquires control of the company that operates the business (the target), along with all its assets, and by default steps into all of its obligations and both known and potential liabilities. Findings in legal due diligence and the share purchase agreement can identify particular environmental, health & safety (EHS) matters to be addressed after completion. These may range from an obligation to commission an environmental audit through to the preparation of an asbestos management plan...

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NEWS
UK and EU financial services round-up: FCA programme, fees and perimeter; PSR, PRA/BoE and FSCS updates; UK MLR draft; EU CMDI; ESMA MMF (26 March 2026)

Financial services developments FCA updates perimeter report and publishes work programme and fees proposals for 2026/27 The Financial Conduct Authority (FCA) has issued its annual work programme for 2026/27, refreshed its perimeter report, and opened consultation paper CP26/11, which sets out its proposals on the rates for regulated fees and levies for 2026/27. Responses to the consultation are requested by 30 April 2026. The Annual Work Programme sets out initiatives intended to streamline processes, remove friction where appropriate, and help firms operate more efficiently, while upholding high standards across the financial sector. It features, among other things: embedding AI in regulatory workflows to detect harm more effectively and accelerate regulatory decision-making processes using generative AI to review documents received from firms, supporting quicker, more timely decisions...

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NEWS
UK pensions at risk: Mercer urges expanded auto-enrolment, higher legal minimum contributions, consolidation and Triple Lock review amid Labour's wide-ranging pensions reform and investment agenda

Mercer highlighted three central problems: inadequate retirement saving, modest performance from long-term pots, and limited participation by savers. It called on policymakers to widen auto-enrolment in pension schemes and to lift the statutory minimum contribution rates. According to Mercer — one of the four operating subsidiaries within the global professional services firm Marsh McLennan Companies Inc. — such reforms would raise future retirees’ living standards and strengthen the UK’s economic resilience. Phil Parkinson, the firm’s UK head of wealth, voiced unease about the system’s current path, stressing that many are putting aside too little to secure a comfortable later life. ‘We are inching towards a cliff edge for pensions and long-term saving, yet there remains a chance to tackle these issues,’ Parkinson noted in the years ahead...

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NEWS
United States pauses ‘reciprocal’ tariffs for 90 days; raises China duties to 104%; baseline 10% tariff remains; WTO challenge expected

After unveiling a pause to tariff hikes on Truth Social, President Donald Trump told reporters at the White House that he believes China wants to reach an agreement but is unsure how to proceed (Pool via AP). On the platform, he said more than 75 nations had contacted US government officials to explore talks on tariff and non-tariff barriers, prompting him to implement a 90-day suspension of the higher reciprocal rates. Those increases had begun at 12:01am on Wednesday 9 April 2025... However, he noted the 10% global baseline levy on imports from all countries will remain in effect during the suspension. The executive order updating the reciprocal tariffs was not issued immediately. In his social media post, Trump added that increased tariff rates on China would apply at once, citing what he described as a lack of respect China has shown to the world’s markets. In response to the president’s reciprocal tariffs, China announced last week that it would introduce countermeasures and pursue a legal case at the...

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PRACTICE NOTES
A Lawyers’ Guide to Designing, Running and Governing Hackathons: IP, Data Protection, AI, Open Source, T&Cs, Inclusion, Sponsorship, Partnerships and Post-Event Commercialisation

What is a hackathon? A hackathon is usually a 12–48-hour sprint where multidisciplinary teams—coders, developers, strategists, data scientists, subject-matter specialists and innovators—work intensively to tackle a defined problem in a short window. The aim is to generate fresh concepts, tools or platforms, often ending with a functional prototype or a concept pitch. They trace their lineage to tech culture: the first officially recognised hackathon took place in 1999 in Calgary, though collaborative meet-ups go back to the 1970s with groups such as the Homebrew Computer Group, where the first Apple computer was unveiled. Today, hackathons cut across many sectors and goals, and are not exclusively technology-focused. The author once ran an inspiring game jam—a game development focussed hackathon—designed to speed up cancer cures by turning cancer data analysis into gameplay, delivering scientifically robust outputs thanks to watertight algorithms. Whatever the topic, the core principles and structure are largely consistent. In law, they are increasingly used to drive innovation, widen access to justice, and connect with legal...

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PRACTICE NOTES
EU merger control: Commission unconditionally clears FedEx/TNT (M.7630) in 2016; small‑package delivery integrators; intra‑ and extra‑EEA market assessments; efficiencies; contrasted with UPS/TNT prohibition

CASE HUB ARCHIVED This archived case hub captures the position as at the decision date of 8 January 2016 and is no longer updated. See the timeline, commentary and related cases for more detail... Case facts Outline European Commission merger review of the proposed purchase by FedEx Corporation of TNT Express (Case M.7630). The parties overlap horizontally in the small parcel delivery market... Latest developments On 8 January 2016, the Commission approved the deal without conditions... Parties FedEx Corporation (FedEx) is a US-based business (headquartered in Memphis, Tennessee) offering small parcel delivery, freight forwarding and cargo transport services worldwide via an integrated global network... TNT Express (TNT) is a Netherlands-based business supplying small parcel delivery, air and ground freight and freight forwarding services across the globe... Background The deal was announced on 7 April 2015, with FedEx agreeing to acquire all of TNT. The agreed price is €4.4bn. The transaction was notified to the Commission on 26 June 2015....

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PRACTICE NOTES
Domain name transfers (.com and other gTLDs): inter-Registrar and registrant transfers, step-by-step process, risks, and forthcoming ICANN Transfer Policy changes

FORTHCOMING CHANGE: This Practice Note addresses the transfer of .com and other generic Top Level Domain (gTLD) registrations and accompanies Precedent: gTLD domain name transfer agreement (.com). It mirrors the Transfer Policy presently in effect, which had to be introduced by August 2025. Yet, in April 2025, after a review of the Transfer Policy, the Internet Corporation for Assigned Names and Numbers (ICANN) opened consultation on a number of proposed amendments that, among other things and measures, will replace the use of AuthInfo codes and abolish the 60-day transfer lock, both of which are outlined below. This Practice Note will be revised as and when the Transfer Policy is revised. Domain names consist of multiple elements, including the domain ending, also known as the top-level domain (TLD). TLDs occupy the highest tier of the domain name system (DNS). A DNS functions much like a telephone directory for the internet, converting domain names into IP addresses and enabling internet users to reach websites and other online resources. The role of...

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PRECEDENTS
Lease Forfeiture Notice by Peaceable Re-entry: Landlord Template Confirming Termination and Lock Change

TO WHOM IT MAY CONCERN FROM: [ insert name of landlord ], of [ insert landlord’s address ] (the ‘Landlord’) PREMISES: [ insert full address of the Premises ] LEASE: a lease relating to the Premises dated [ insert date of lease ], entered into between [ insert names of original parties to the lease ] Today, the Landlord has exercised rights of re-entry to the Premises in accordance with clause [ insert forfeiture clause number ] of the Lease and the locks have been changed. With effect from today, the Lease is forfeited and therefore at an end. If you have any enquiries concerning the Premises or any items remaining within it, please contact [ insert name and address of landlord or its managing agent ]. Date: Signed: [ insert name of Landlord/agents acting on behalf of Landlord ] [ for and on behalf of the Landlord ]...

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PRECEDENTS
Restructuring Support (Lock-Up and Standstill) Agreement with Interim Finance, Chief Restructuring Officer Appointment and Creditor/Director Releases

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The Consenting Lenders (as set out in Schedule 1); [ The Consenting Bondholders (as set out in Schedule 2); ] [ insert name of debtor company ], a company registered in [ insert country eg England and Wales ] with company number [ insert registered number ], whose registered office is at [ insert address ]; [ The Material Companies (as set out in Schedule 3); ] Recitals On [ insert date ], the directors of the Company announced a proposal to restructure the claims of certain creditors of the [ Company OR Group ] following a period of financial distress. On [ insert date ], the Company and certain creditors entered into a Standstill Agreement in connection with the proposed restructuring. [ On [ insert date ], the Company and certain creditors agreed non-binding heads of terms for the...

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PRECEDENTS
12-Month Cybercrime and Cybersecurity Awareness Programme for Law Firms: Confidentiality, Remote Working, Phishing, Malware, Hacking, Bogus Firms, Dos and Don'ts

Quarter 1—Confidential information This quarter’s pointers and reminders focus on carefully managing confidential information. For more detailed guidance, please refer to the following resources and policies: [ insert, eg Clear desk and clear screen policy ] [ insert, eg Remote working and removable media policy ] [ insert, eg Cybercrime prevention strategy and incident management plan ] [ insert, eg Confidentiality and disclosure policy ] [ insert, eg Information management and security policy ] [ insert, eg Internet, email and communications policy ] [ insert, eg Bring your own device (BYOD) policy ] [ insert, eg Generative AI policy ] Month 1—Think ‘secure’ You handle significant and sensitive work. We all share a responsibility to ensure it remains protected and confidential. Always remember to lock your computer or any device when it’s not in use. Doing so helps to safeguard devices and keeps those vital matters confidential. For more details, see our...

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