Post-offer undertaking (Code definition) meaning

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...

Checklist This Checklist outlines essential compliance steps for law firms undertaking outsourcing, beginning when your firm initially contemplates entering an outsourcing agreement and continuing through to, and encompassing, all the post-agreement audit activities...

This Checklist is illustrative rather than comprehensive and will not anticipate every scenario in every deal. It sets out the principal actions and issues to review when representing a landlord in relation to a tenant’s request for a licence to assign. It proceeds on the basis that the tenant holds a rack rent lease of commercial premises. Undertaking for costs If the lease or the Heads of Terms place the landlord’s consideration costs on the tenant, seek an undertaking from the tenant’s solicitors covering the landlord’s legal and surveyor fees (plus VAT and disbursements), regardless of whether the assignment proceeds and irrespective of whether consent is given. Ensure your estimate is adequate, or expressly retain the right to uplift the sum if the case becomes unusually complex or drawn out. Assess whether the undertaking should also include any superior landlord’s charges, where relevant. Does the lease permit assignment? Review the lease’s alienation clauses to confirm whether assignment is allowed and, if so, the conditions attached. Where...

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...

On 18 July 2025, the Commission issued administrative guidance on the EU AI Act’s rules for GPAI models, designed to clarify scope, core concepts and how these interact with a related code of practice. The guidance sets out key legal terms to map the reach of the EU AI Act’s global partnership and artificial intelligence (GPAI) regime and pinpoint which businesses must comply. An initial draft was released in April 2025 to gather views from stakeholders. Following that consultation, the Commission’s AI Office outlined the principal revisions to EU Member States at a European AI Board meeting in late June 2025. The GPAI provisions will apply from 2 August 2025... Definition of GPAI models The guidance introduces a quantitative test to determine whether a model qualifies as a GPAI model—and is therefore within the AI Act’s remit—based on the computing power used for training. The benchmark, set in the early draft at 10²² floating-point operations per second, or FLOPs, has been increased to 10²³ FLOPs, aligning with the...

In this issue: New technologies Data protection Media Advertising, marketing and sponsorship Telecommunications LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information New technologies European Commission issues guidelines on the definition of AI systems The European Commission has released long‑anticipated, detailed guidance on the definition of artificial intelligence (AI) systems set by Regulation (EU) 2024/1689 (EU AI Act). This practical guidance is designed to help providers, deployers, importers and distributors judge whether a system qualifies as an AI system under the EU AI Act, supporting consistent application and enforcement. The definition of AI systems has applied since 2 February 2025. Dóra Petrányi, Central Eastern Europe managing director and co‑head of the Technology, Media and Communications Group, together with CMS partners Katalin Horváth and Ian Stevens, explore the central features of the definition. See News Analysis: European Commission issues guidelines on the...

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 ...

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...

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/Manual, certificated or uncertificated form and CREST sponsored member, plus the Registrars and Registrar of Companies. Scheme mechanics span the Scheme Document and Explanatory Statement, Forms of Proxy, Effective/Effective Date, Voting and Scheme Record Times, Scheme Shareholders/Shares,...

[ insert company's name ] ([ Company ]), [ insert address of company ], together with [ insert address of sponsor or nominated adviser ] (the [ Sponsor OR Nomad ]), [ insert address of sponsor/nomad ]. [ insert date ] Dear [ insert name ] Open Offer of [up to] [ insert number ] ordinary shares of [ insert nominal value ] pence each in the capital of the Company at [ insert price ] pence per ordinary share [ or insert other description of transaction ] [ I OR We ] acknowledge that the Company proposes to launch an open offer of [ up to ] [ insert number ] new ordinary shares of [ insert nominal value ] pence each, at an offer price of [ insert offer price ] pence per share (the New Ordinary Shares), to its shareholders (the Open Offer). In conjunction with this, the Company intends to submit applications to the [ Financial Conduct Authority for admission of the New...

BREXIT At 11pm (GMT) on 31 December 2020—known as ‘IP completion day’—the transition/implementation period entered into following the UK’s withdrawal from the EU came to a close. From that point onwards, key transitional arrangements came to an end and wide‑ranging changes started to take effect across the UK’s legal regime. This document provides guidance on subjects affected by these changes. Before continuing your research, see: Brexit and financial services: materials on the post‑Brexit UK/EU regulatory regime [Archived]. This Q&A assesses the impact of Brexit on passporting in the insurance sector, outlines the options available to insurers to continue to access the European Economic Areas (EEA), and highlights the factors for insurers to take into account in their contingency planning. This Q&A is produced in partnership with Clare Swirski at Clifford Chance. What are the main aspects of passporting under Solvency II?...