Proxy meaning

To gauge concentration within a particular market, competition authorities often turn to the Herfindahl‑Hirschman Index (HHI) as a primary tool that supports and streamlines their assessment. Although the absolute HHI level provides an early signal of post‑merger competitive pressure, the movement in the HHI (the ‘delta’) functions as a practical proxy for the change in concentration directly attributable to the merger itself and its immediate effects. How to calculate the HHI The HHI is obtained by adding the squares of the individual market shares of all firms participating in the market, without omitting any active competitor...

In this issue: Autumn Budget 2024—key local government announcements Public procurement Governance Social housing Education Children’s social care Social care Healthcare Planning Daily and weekly news alerts New and updated content New Q&A Autumn Budget 2024—key local government announcements On 30 October 2024, the Chancellor of the Exchequer, the Rt Hon Rachel Reeves MP, unveiled a range of measures significant to local government practitioners, spanning public procurement, governance, healthcare, social housing, education, children’s social care, social care, planning and local government finance. The government emphasised that ‘local government is essential to the running of the country’ and to delivering vital services. Commentary on the announcements and their implications for practitioners has been provided by Andrea Squires of Winckworth Sherwood and Amardip Healy of Blake Morgan LLP. See: LNB News 30/10/2024 59. Public procurement Limitation periods in public procurement challenges (Oracle Security v Barts NHS Trust) In Oracle Security Services...

In this issue Corporate governance Regulatory issues Useful information Weekly highlights from other practice areas Corporate governance Glass Lewis publishes 2025 proxy voting policy guidelines Glass Lewis has released its 2025 proxy voting policy guidelines for the US, UK and Europe. Taking effect from 1 January 2025, the revisions introduce notable updates, including expectations for board oversight of artificial intelligence (AI), approaches to shareholder meeting formats, and the treatment of time‑based awards. The guidelines also provide direction on how shareholder proposals concerning the use of AI and broader environmental, social and governance matters will be assessed. On remuneration-related topics, the principal UK developments are: renewed emphasis on Glass Lewis’s nuanced stance towards executive pay proposals, stating it undertakes a holistic assessment of all relevant factors, with a negative recommendation arising from a single factor only in particularly egregious situations heightened encouragement for companies to deliver more robust disclosure on their remuneration consultation process following...

In this issue: Corporate governance Q&As New and revised content Key dates for your diary Weekly highlights across other practice areas Corporate governance ISS Governance has released its 2025 Proxy Voting Guidelines for the UK and Ireland, following the publication of its updated benchmark policies on 17 December 2024 (see: Share Incentives weekly highlights—19 December 2024—Corporate governance), and these will apply to shareholder meetings held on or after 1 February 2025. The revised guidelines mirror the changes announced in December, many of which incorporated amendments made by the Investment Association (IA) to its Principles of Remuneration issued in October 2024. Nonetheless, departing from the new IA Principles, ISS Governance considers a 5 per cent dilution limit to remain widely viewed as best practice by many investors—and therefore expects that authorisations to issue new shares under discretionary share schemes should not exceed 5 per cent of the issued ordinary share capital over any rolling ten-year period; where this is breached, an...

ARCHIVED: This archived guidance, dated August 2004 and revised in 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance...

Offences relating to the sale of tobacco and nicotine inhaling products to persons under 18 In order to reduce the growing numbers of children and young people becoming dependent on nicotine, various distinct offences exist in England and Wales covering the sale of tobacco and nicotine inhaling products to those under 18 years of age. Responsibility for such offences may fall on the person who completed the transaction and/or on the shop or premises where it occurred in question. Buying, or trying to buy, tobacco or nicotine products for someone under 18 (‘proxy purchasing’) is a separate offence, committed by the person making or attempting the purchase of the restricted product, rather than by the retailer or its staff. For further details on proxy purchasing of tobacco and nicotine products, see Practice Note: Proxy purchasing of tobacco and nicotine products. To further safeguard children’s health, and in response to environmental issues, from 1 June 2025 it is an offence in England and Wales to sell or supply single-use disposable...

This Practice Note sets out practical steps for arranging the execution of a document by an individual who has an impairment or disability, or where the individual and their adviser do not share the same language. For overarching guidance on executing contracts and deeds, see the following Practice Notes: Deeds Executing documents—deeds and simple contracts We have also created a comprehensive, interactive collection to help users recognise and navigate key concepts and frequent issues in document execution. Each stage includes practical guidance, precedent clauses and Q&As tailored to that phase. For further details, see: Execution collection. Inability to read or comprehend documents in writing An impairment may prevent a signatory from reading a document themselves, for instance where they are partially sighted or blind. It may equally be that the signatory does not read or speak the language used in the document. In addition, do not assume that fluent speakers read at an equivalent level; someone may speak a language with...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...

[ Insert company name ] [ Insert company address ] Dear [ Shareholder OR [ insert name of shareholder ] ] Availability of [ document[s] AND/OR [and] information ] on website We are writing to advise you that the following [ document[s] AND/OR [and] information ] [ is OR are OR will be ] accessible on the website of [ insert company name ] [ Limited OR PLC ] (the Company) from [ insert date ]: [ insert details of document/information ] [ [ insert details of document/information ] ] [ insert details of document/information ]...

Filed on behalf of the Claimant Statement of witness for [ enter initial and surname of witness ] from the [ enter name of printing company ] Order of witness statements: [ enter number of witness statement for this witness, e.g. 'First' ] Exhibit references: [ enter initials and number, e.g. ‘MXW1' ] to [ enter initials and number, e.g. ‘MXW5' ] Date: [ enter date of statement ] Claim No...