Offer (Code definition) meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

This is an illustrative timetable for a takeover structured as a scheme of arrangement. It sets out the typical stages of a scheme, spanning the necessary court procedures and the obligations arising under the City Code on Takeovers and Mergers (the Code). In broad terms, it captures each step required in a standard scheme process. For schemes, Rule 31 of the Code, which governs the timing of an offer, does not apply; instead, timing matters are addressed principally in Section 3 of Appendix 7 to the Code. Because the court process must be accommodated, the Takeover Panel (Panel) permits greater flexibility on the scheme timetable than on an offer. Even so, the Code imposes certain constraints on the scheduling of a scheme, including: where the offeror’s firm intention announcement contains a statement from the offeree board that it intends to recommend the scheme, the scheme circular, combining an offer document and the offeree circular, must be posted within 28 days of the firm intention...

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

These Flowcharts These Flowcharts offer direction on the proper method for completing the parts of a stock transfer form that address consideration, stamp duty certification, and execution. They are included within an annotated stock transfer form, which clearly sets out instructions explaining how its sections should be properly filled in...

This flowchart sets out the circumstances in which the City Code on Takeovers and Mergers (Code) will apply The Code can extend to takeover offers, merger deals, and other arrangements that have, or might have, directly or indirectly, an impact upon the ownership or control of a business...

The Landlord and Tenant Act 1987 (LTA 1987), Part I Under the Landlord and Tenant Act 1987 (LTA 1987), Part I, qualifying tenants of flats have a right of pre-emption (the right of first refusal), enabling them to acquire their landlord’s interest when the landlord intends to dispose of it. A landlord may not make a relevant disposal without first serving notice on the qualifying tenants, and if, having confirmed the tenants do not wish to exercise that right on the stated terms, any allowed disposal must not proceed on terms more favourable than those originally offered to the tenants. Should the tenants accept the landlord’s offer, a statutory process then governs completion of the disposal. Click here to download a PDF version of the flowchart:...

In this edition: Employment contract Pay Protected characteristics Prohibited conduct (discrimination etc) Prohibited conduct protection at work Equality of terms (equal pay) Employment Appeal Tribunal Governance and regulatory Immigration Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Employment contract UKSC upholds claimants’ appeal and restores injunction in Tesco ‘fire and rehire’ case In Tesco Stores Ltd v Union of Shop, Distributive and Allied Workers (USDAW) [2024] UKSC 28, Tesco moved to end employees’ contracts to remove their ‘retained pay’—a contractual financial entitlement accepted as permanent—and to offer re-engagement on new terms excluding that pay. Working with the union, USDAW, several employees obtained a High Court injunction restraining Tesco from dismissing them in order to take away the retained pay entitlement. The Court of Appeal, however, allowed Tesco’s appeal against that order. The Supreme Court has since backed the claimants’ appeal and...

In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...

In this issue: Investigating criminal conduct Decision to prosecute and alternatives to prosecution Sentencing Bribery, corruption, sanctions and export controls Cybercrime and data protection offences Environmental offences Financial services and pensions offences Food safety and hygiene offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Investigating criminal conduct Whistleblowing in the UK—Still a long road ahead Rahman Ravelli’s legal director, Dr Angelika Hellweger, together with associate, Tatiana Novikova, examine how the UK handles whistleblowing. They map out the present UK statutory position and other relevant mechanisms, assess the scope of the safeguards they afford, and set these against the options open to whistleblowers in the United States of America. They also describe the HM Revenue and Customs (HMRC) whistleblower reward initiative announced near the end of 2025,...

Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules (DTR 2). Where relevant, it draws on: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base—Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the safeguards required to keep such information...

Purpose The verification exercise primarily serves to shield directors accountable for the contents of the offer documentation, by setting out the steps taken to verify the truth and accuracy of the information contained in the relevant document. In most cases, the process concludes with a written record—termed the verification notes—substantiating the statements included within the offer documentation. Who does what? In a recommended offer where the offeree board circular forms part of the offer document, the offeror's lawyers usually co-ordinate the verification, with the offeree's lawyers providing input on those sections for which the offeree directors take responsibility. Where a separate offeree board circular is produced, the offeree's lawyers will co-ordinate verification of that document. The lawyers work closely with their clients throughout, and directors often delegate duties to a committee. This delegation does not, however, remove the directors' ultimate responsibility for the contents of the offer documentation...

What is the Pensions Advice Allowance? Following consultation in 2016/17, the government brought in, from 6 April 2017, the Pensions Advice Allowance. It enables eligible pension scheme members to withdraw a fixed sum from their pension pot tax-free to cover holistic retirement advice. At the member’s instruction, the scheme may therefore reduce the value of the member’s pot by the advice fee and pay the funds straight to the member’s adviser. This measure stemmed from the Financial Advice Market Review, which highlighted an advice gap affecting people who require retirement planning support but cannot meet the cost from net-of-tax income or savings. It is available in addition to other existing advice allowances and payment routes for advice. These include adviser charging, which does not permit pension monies to be used to fund holistic retirement advice. For further details, see Other types of pensions advice measures below. The government’s aim is to help those preparing for retirement to use the Pensions Advice Allowance to fund holistic...

Training materials These resources comprise template PowerPoint slides that may form the foundation of single or multiple training sessions covering key aspects of handling commercial and legal risk associated with offshore IT outsourcing initiatives. Trainers are expected to adopt these slides as a useful launchpad for their talks, then tailor them as needed to suit their specific context. The materials can be customised. Click the link below to obtain the presentation. They offer a helpful starting point for preparing presentations...

Complete this attendance note when handling an initial enquiry or taking first instructions on providing unbundled legal services. If you agree in principle to offer an unbundled service, then please use the form Unbundled legal services—attendance note for the substantive service to record the client’s substantive instructions and the service given. If you receive the initial enquiry and deliver the substantive advice or service at the same time, use Unbundled legal services—attendance note (combined preliminary instructions and substantive service)...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT tax advantages...

Safeguarding (and promoting the welfare of children) is defined in the Government’s statutory guidance: Working together to safeguard children as: keeping children safe from maltreatment averting impairment to children’s health and development making sure children are raised in conditions that align with safe and effective care acting to ensure every child can achieve the best outcomes There is no specific obligation on an employer providing work experience to young people under 18 to introduce a safeguarding policy...

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...

For an unfair dismissal claim to succeed, the claimant must ultimately prove he was actually dismissed by the employer concerned...