Offer-related arrangement (Code definition) meaning

This Checklist pinpoints the principal provisions commonly found in a trade mark coexistence agreement. It may serve as a prompt for matters to address when preparing, assessing, or negotiating these arrangements. It can be relied upon as a list of points to review at drafting stage, during review, and throughout negotiations and sign-off process. It may equally be tailored as heads of terms to capture core positions whilst a full trade mark coexistence agreement is finalised. For help on doing so, see Precedent: Heads of terms—commercial contracts. For a model coexistence agreement, see Precedent: Trade mark coexistence agreement. For further detail on factors to weigh when drafting a coexistence agreement, see Practice Notes: Trade mark coexistence agreements and Negotiation guide—trade mark coexistence agreement. Checklist Points to consider Further information Notes (if any) (A) Key commercial considerations ☐ Parties Verify which entities will sign the agreement—specify who owns the trade marks (and related rights) and who is exploiting them. Confirm each party’s legal form and...

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...

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,...

In this issue: Subsidies and countervailing measures Trade in services Trade in goods WTO Customs Daily and weekly news alerts New and updated content Subsidies and countervailing measures Revised Chinese EV proposal sets tighter price limits and volume caps; EU says it cannot be reviewed MLex reports that a new Chinese electric‑vehicle proposal—aimed at limiting the application of the planned EU countervailing duties—was submitted too late and, as a result, cannot be considered, the European Commission said on 17 September 2024. The paper seen by MLex set out minimum import prices across various EV models and stricter annual import caps for Chinese EV makers signing up to the arrangement. See News Analysis: New Chinese EV offer sets stricter price ceilings and volume caps, EU says it cannot be reviewed. Trade in services UK and Thailand sign exports‑boosting trade pact The UK and Thailand have signed an Enhanced Trade Partnership (ETP) intended to boost trade and...

In this issue: EU fundamentals Commercial Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases March 2024 infringements package The European Commission has unveiled its March 2024 infringements package, highlighting EU Member States it is pursuing for breaches of EU law. It is sending letters of formal notice, issuing reasoned opinions and making referrals to the Court of Justice against Member States including Germany, Spain, Bulgaria, Cyprus, Slovenia, Ireland, Greece, Italy, Hungary, Portugal, Romania, Slovenia, Sweden, Finland, Latvia, Luxembourg, Poland, Netherlands and Croatia, for infringements spanning the environment, internal market, industry, entrepreneurship and small and medium-sized enterprises (SMEs), migration, home affairs and security union, justice, energy and climate, and mobility and transport. See: LNB News 13/03/2024 51. Council of the EU allows EU to...

The UK’s rules on hybrid and other mismatches Since 1 January 2017, the UK’s hybrid and other mismatch rules (described in this Practice Note as the hybrid rules) have been in force, designed to neutralise tax mismatches arising from how a hybrid instrument or hybrid entity is treated for tax. Although the hybrid rules typically apply to cross-border dealings involving two or more jurisdictions, they can also apply to transactions that are entirely UK domestic. They specifically address: deduction/non-inclusion mismatches (D/NI mismatches), i.e. where a payment under a hybrid mismatch arrangement is deductible in the payer jurisdiction for tax purposes but is not included in the taxable income of a payee or a related party investor; and double deduction cases (DD cases), i.e. where a payment under a hybrid mismatch arrangement gives rise to more than one tax deduction. For more detail on the hybrid rules, see Practice Note: Hybrid mismatches—introduction to the rules. For an overview in table form of...

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...

ORDINARY RESOLUTION [ That approval be given, in accordance with section 198 of the Companies Act 2006, for a quasi-loan in the sum of [ insert amount of quasi-loan ], to be advanced by [ insert name of subsidiary company ] to [ insert name of director ], a director of the Company. OR That the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ] in relation to a quasi-loan of [ insert amount of quasi-loan ] by [ insert name of person who has given or is giving the quasi-loan ] to [ insert name of director ], a director of the Company, be authorised pursuant to section 198 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be authorised in accordance with section 203 of the Companies Act 2006. ]...

1 By this power of attorney dated [ insert date ] I, [ insert name of director ] of [ insert address of director ], being a director of [ insert company name ] (incorporated in [England and Wales] under registered number [ insert company number ]) (the Company), appoint every other director of the Company, severally, as my true and lawful attorney (each an Attorney). Each Attorney may, on my behalf and in my name or in the Attorney's name, carry out all acts, deeds and matters, and may negotiate, approve, agree to, sign, execute and deliver any deeds, contracts, agreements, documents, undertakings and assurances which, in my personal capacity or in my capacity as a director of the Company [ or any of its subsidiaries (as appropriate) ], are necessary or required, or which the board of directors of the Company or any committee thereof (the Board) considers desirable, for or in connection with: 1.1 the proposed offer to be made by the Company for...

PART [ Seven ] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [ Offeree ] Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information in this document, save for the information for which others take responsibility pursuant to paragraph [ s ] [ 1.2 and ] 1.3 below. To the best of the knowledge and belief of the [ Offeree ] Directors (who have taken all reasonable care to ensure this), the information in this document for which they are responsible accords with the facts and does not omit anything likely to affect the import of that information. 1.2 [ The [ Offeror Parent ] Directors whose names are set out in paragraph 2.2 below accept responsibility for the information in this document relating to [ Offeror Parent ], the [ Wider ] [ Offeror ] Group (including [ Offeror ]), the [ Offeror Parent ] Directors, the [ Offeror ] Directors and their respective close relatives, related trusts and connected persons, and...

This Q&A proceeds on the basis that intended lowering of the hurdle attached to the growth shares is not one element of a pre‑arranged sequence of steps or a tax avoidance arrangement (for instance, where the plan from the outset was to grant the shares with a high hurdle and later reduce that hurdle to confer a benefit on employees). In that scenario, HMRC might effectively contend that the employment‑related securities rules are not engaged, and that employees are instead taxable to general earnings, by reference to the cases of PA Holdings Ltd v Revenue and Customs Commissioners and UBS AG v Revenue and Customs Commissioners...