Parties to the 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...

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...

This document sets out a comprehensive timetable for a recommended takeover offer, prepared by reference to the provisions of the City Code on Takeovers and Mergers (Code) and applicable statutory rules. It traces the process from the stages before a firm intention to make an offer is announced (a Rule 2.7 announcement) through to the completion of any 'squeeze-out' procedure. For other examples of takeover timetables, see: Timetable—hostile offer Timetable—scheme of arrangement Public company takeovers quiz Part 3 of our public company takeovers quiz features multiple-choice questions that assess users' knowledge of the offer timetable for takeover transactions. After each question, the correct answer is shown together with feedback and links to relevant materials. The quiz is designed for private practice lawyers, in-house counsel, corporate finance professionals and other parties involved in takeover transactions. For further details, see Practice Note: Public company takeovers quiz—Part 3...

JP Morgan International Finance Ltd v Werealize.Com Ltd; Karonis and others v JP Morgan International Finance Ltd [2025] EWHC 1842 (Comm) What are the practical implications of this case? The ruling delivers valuable guidance on cross-border enforcement of exclusion of liability clauses and on the situations in which ASI relief will be granted to shield such bargains. Key consequences for commercial practitioners include: Drafting immunity and exclusion clauses: the court held that where parties agree that none owes a duty of care, or tortious liability, they have by implication undertaken not to commence proceedings alleging such responsibility. This stands as a significant authority supporting the enforceability of wide immunity clauses. Commercial drafters should consider whether express ‘no sue’ undertakings offer greater certainty than reliance on implied terms Third party protection: the court’s reasoning showed that directors could benefit from immunity clauses via agency mechanisms (clause 33), even though they are not full parties to other elements of the agreement, illustrating how contractual structures...

Mergers Keysight Technologies fined for failing to provide documents to the CMA during phase 1 investigation The CMA issued a notice dated 9 April 2025 imposing a penalty on Keysight Technologies, Inc (Keysight) under section 110 of the Enterprise Act 2002. This followed Keysight’s non-compliance with section 109 notices served by the CMA that required specified information and documents during the phase 1 assessment of its anticipated acquisition of Spirent Communications plc (Spirent). The CMA set a fine of £25,000 on Keysight. Background Keysight and Spirent both supply communications testing and measurement equipment. 22 March 2024: Keysight lodged an initial bid to obtain sole control of Spirent. 27 March 2024: Spirent’s board approved this initial proposal. 28 March 2024: Keysight agreed to secure sole control via a public offer for all of Spirent’s issued (and to be issued) share capital. 17 July 2024: The parties filed a draft merger notice with the CMA. 16 January 2025: The CMA opened...

What is the background? On 3 July 2025, the Code Committee issued consultation paper PCP 2025/1. It sought views on: a fresh framework for how the Code applies to companies with a dual class share structure (DCSS); new IPO disclosure obligations; and substantial revisions to the rules on share buybacks. The consultation period ended on 26 September 2025. For more detail on the proposals, see News Analysis: Takeover Panel proposes reforms to address dual class share structures, IPO disclosures and share buybacks. What did the Code Committee decide? The Panel received submissions from seven parties, spanning professional bodies, investors and academics. Respondents were firmly in favour of the package of reforms. Accordingly, the Panel approved the amendments from PCP 2025/1, while making limited drafting tweaks to the new Note 4 on Rule 16.1, the new Rule 37.1 (and the Notes thereon) and the new Rule 37.3, together with an extra change to Note 7 on Rule 26...

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...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

Landlord and Tenant Act 1987, section 5B OFFER NOTICE To: [ [ name of tenant ] OR [ name of the qualifying tenant of flat [ insert flat number ] ] ] of [ address of flat ] PLEASE NOTE: THIS NOTICE SETS OUT IMPORTANT LEGAL RIGHTS FOR YOU AND OTHER QUALIFYING TENANTS UNDER THE LANDLORD AND TENANT ACT 1987 (LTA 1987). YOU SHOULD SEEK IMMEDIATE LEGAL ADVICE ABOUT IT. We, [ name and address of landlord's agents ], acting for [ name and address of landlord or mortgagee exercising power of sale ] (the 'Landlord'), hereby notify you as follows: This notice is served pursuant to sections 5 and 5B of the LTA 1987 and concerns [ describe the building containing flats affected by the proposed disposal ] (the 'Building') within which the flat you rent is located. The Landlord holds [ the freehold of OR a leasehold interest in ] the Building [ pursuant to a lease dated [ date ]...

ARCHIVED: [ insert name and address of claimant’s legal representative ] [ insert date ] Without prejudice save as to costs Dear [ insert organisation name ] [ Pre-action ] Part 36 offer [ Claimant v Defendant[ —Case number ] ] We write in relation to the above [ potential ] matter, in which we represent [ insert name of your client ]. [ Our client is satisfied that your client’s claim cannot be sustained OR Our client wishes to resolve this issue amicably OR Our client recognises the requirements of the Civil Procedure Rules for parties to seek to settle their disputes ], and we are instructed to advance an offer pursuant to Part 36 of the CPR ('the Offer'). For the avoidance of doubt, the Offer is made with the intention that the consequences set out in Section I of Part 36 shall apply...

1 Definitions Authorised Recipients: directors/senior managers; your agents/advisers; and any funders. Confidential Information: all data on the Property from Seller discussions; plus the existence, nature and progress of negotiations and this letter. 2 Undertakings Use only to assess the Property/Transaction; keep it confidential; disclose solely to Authorised Recipients; discuss only with the Seller; do not enter or inspect; brief recipients and ensure compliance; return, destroy and delete on request or if the deal ends; do not seek any commercial advantage. 3 Exceptions Information public at disclosure; later public or lawfully obtained; or disclosure required by law/regulator with prompt notice. 4 Representations and warranties No representation or warranty; you must rely on your own judgement; fraud excepted. 5 Offer and duration Not an offer or contract; Seller may cease providing information. 6 Costs No reimbursement unless agreed...