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Responsibility statements meaning

What does Responsibility statements mean?
In public M&A practice, responsibility statements are the declarations in offer-related documents and advertisements by which the directors of the offeror and/or, where appropriate, the offeree accept responsibility for the information. Under Rule 19.2 of the City Code on Takeovers and Mergers (applicable across England & Wales, Scotland and Northern Ireland), each such document or advertisement must state that the directors accept responsibility and that, to the best of their knowledge and belief, having taken all reasonable care, the information is in accordance with the facts and, where appropriate, does not omit anything likely to affect its import. Where particular information is the responsibility of another person, the statement should reflect that allocation. The expression is also used for directors’ responsibility letters typically delivered to the board and its financial and legal advisers in connection with a takeover, confirming that the directors understand and accept their responsibilities for published information. While driven by Code practice and adviser requirements, these letters support verification and liability management. In Ireland, the Irish Takeover Rules contain broadly equivalent requirements for responsibility statements in offer documents and related announcements, and market practice on responsibility letters is similar.
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View the related Checklists about Responsibility statements

CHECKLISTS
Drafting schedules for business-to-business contracts: a lawyer’s checklist for purpose, process, content, integration, KPIs, risk and change control

This Checklist outlines the principal considerations when preparing a schedule to a business‑to‑business agreement. For further guidance on drafting commercial contracts, in general, see: Practice Note: Key terms and conditions in commercial contracts Practice Note: Structure and form of commercial contracts Commercial contract drafting and review-checklist Commercial contract review and execution (business personnel)-checklist What are schedules used for? Schedules to an agreement typically hold detailed information about particular aspects of the deal or deviations from a standard contract, and they commonly address commercial matters. These may cover pricing and charges, key personnel, service levels and service credits, technical specifications and statements of work (e.g. details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. In more intricate agreements, the appropriate commercial teams within the business often assume responsibility for schedules addressing commercial issues (with input from lawyers where required), as they...

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CHECKLISTS
UK quoted companies: annual report and accounts checklist for accounting periods from 1 January 2019 — Companies Act 2006, Listing Rules, DTRs, UK Corporate Governance Code, TCFD and energy/carbon disclosures

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, featuring the abolition of the premium and standard segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms and the former Listing Rules sourcebook was withdrawn. For more information, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note describes the listing framework as it existed before 29 July 2024. The UK corporate reporting landscape has been influenced by Brexit. For further details see Brexit—accounts and reports. There have been certain amendments to the requirements of the Companies Act, the DTR and the Listing Rules for accounting periods starting on or after the close of the transitional period, although the impact is largely confined to definitions (eg the meaning of a regulated...

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CHECKLISTS
Archived: UK quoted companies—annual report and accounts checklist for accounting periods beginning before 1 January 2019 (CA 2006, Listing Rules, DTRs, 2016 UK Corporate Governance Code)

ARCHIVED : This archived Checklist outlines the principal reporting obligations for quoted companies with accounting periods commencing before 1 January 2019, under the Companies Act 2006, the Listing Rules, the Disclosure Guidance and Transparency Rules, and the 2016 edition of the UK Corporate Governance Code... It references rules, provisions and definitions that may have been repealed or altered, including legislation and regulation that applied before the UK left the European Union... For a maintained Checklist summarising the reporting requirements for quoted companies with accounting periods beginning on or after 1 January 2019, see Checklist: Annual report and accounts (quoted companies)—checklist—accounting periods on or after 1 January 2019... For periods beginning before 1 January 2019, this Checklist draws on the following sources: Companies Act 2006 (CA 2006) and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410 (Large and Medium-sized Companies Regulations) Listing Rules (LRs) Disclosure Guidance and Transparency Rules (DTRs) UK Corporate Governance Code (UKCG...

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NEWS
Family law weekly roundup (England and Wales): public and private children, financial remedies, and Court of Protection—case law, practice guidance updates and alerts

In this issue: Public children Financial provision Private children Court of Protection Daily and weekly news alerts New content Updated content New Q&As LexTalk®Family: a Lexis®Nexis community Useful information Public children Suspected Inflicted Head Injury Service (SIHIS) for children pilot Three NHS Trusts—Manchester University NHS Foundation Trust, Birmingham Children’s Hospital and Sheffield Children’s NHS Foundation Trust—have received funding to launch pilots and evaluate a new Suspected Inflicted Head Injury Service (SIHIS). The service is designed to tackle delays arising from late and multiple expert medical statements. The trial will assess how this model can drive lasting, system-wide improvements that cut delay, with the pilot scheduled to conclude on 31 March 2025... Anonymisation (Re T (Children: Publication of Judgment)) In Re T (Children: Publication of Judgment) [2024] EWCA Civ 697, [2024] All ER (D) 79 (Jun), the Court of Appeal upheld the mother’s appeal against a decision concerning the publication of a...

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NEWS
UK environmental law update: EU dynamic alignment inquiry, ETS maritime expansion, nuclear regime reform, EOR replacing EIA, EA enforcement powers, key judgments, plus Welsh waste, marine and flood updates

In this issue: Key developments Air emissions and climate change Energy for environmental lawyers Environmental assessment Environmental disputes and proceedings Environmental enforcement and prosecutions Environmental information Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat protection Marine Waste Waste producer responsibility Water, flooding and drainage Daily and weekly news alerts New and updated content Key developments European Affairs Committee launches inquiry into UK-EU dynamic alignment The House of Lords European Affairs Committee has opened a call for evidence for a fresh inquiry into dynamic alignment, as part of the parliamentary scrutiny of the government’s UK-EU reset. As the tenth anniversary of the Brexit vote nears, the inquiry will assess the implications of prospective UK-EU arrangements under which the UK would align with specified areas of EU law, engage in EU law decision-shaping processes, and make financial contributions to relevant...

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NEWS
Private Client weekly: Budget, wills forfeiture, HMRC IHT/CGT changes, proprietary estoppel, exit tax deferral, FTT lacks FP2012 jurisdiction, de facto director liability, CMA on unregulated services, HMLR probate

In this issue: Budgets and Finance Bills Wills Probate HMRC Manuals updates Insolvency—Private Client Contentious trusts and estates Pensions, insurance and tax‑efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk® Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Budgets and Finance Bills Autumn Budget 2024 The Chancellor of the Exchequer, Rachel Reeves, is scheduled to present the Autumn Budget on Wednesday 30 October 2024. As is our practice, we will provide overnight commentary on the principal business tax measures announced, ready for you on the morning of Thursday 31 October 2024. Budget Responsibility Act 2024 provisions come into force The Budget Responsibility Act 2024 (Commencement) Regulations 2024, SI 2024/1026, activate from 15 October 2024 those provisions requiring HM Treasury to obtain an economic and...

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PRACTICE NOTES
Verifying takeover offer documentation: directors’ responsibilities, procedures, verification notes, comfort letters and precedents

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...

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PRACTICE NOTES
UK Budget and Finance Bills and Acts: timetable, parliamentary stages, Provisional Collection of Taxes, OBR role, numbering/dating, and election-driven chronology 2016-2026

The Budget The Budget is a Parliamentary occasion where the Chancellor of the Exchequer delivers key statements on the national economy. It sets out the government’s tax intentions for the next year, and at times for later periods. Most measures due in the following tax year will already have been announced and consulted on in advance. Fresh announcements may arrive on Budget day—some, mainly anti-avoidance steps, take effect immediately. Others are scheduled to commence from a future date. The Budget also precedes the presentation of the Finance Bill to Parliament. In most years there is a single Finance Bill, though in some—such as those featuring a general election—there have been two or even three, as outlined below. Income tax and corporation tax are annual charges, so they can only be levied for a year (a tax year for income tax, or a financial year for corporation tax) where an Act of Parliament provides for them. Consequently, the government’s power to charge...

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PRACTICE NOTES
Brazil advertising and marketing law: 2021 Q&A on regulation, enforcement, CONAR, influencer and children's adverts, sector-specific rules, promotions, social media and privacy

Advertising and marketing-Brazil-Q&A guide [Archived, 2021 edition] This Practice Note provides a jurisdiction-specific Q&A on advertising and marketing in Brazil, issued within the Lexology Getting the Deal Through series by Law Business Research (October 2021). Authors: IWRCF-Luiz Werneck; Talita Sabatini Garcia. 1. What are the principal statutes regulating advertising generally? the Brazilian Federal Constitution; the Consumer Protection Code (Federal Law No. 8,078/90); the Statute of the Children and Adolescents (Federal Law No. 8,069/90); the Brazilian Advertising Self-Regulation Code; Federal Law No. 5768/71; Decree No. 70,951/1972; Federal Law No. 5,768/71 and Decree No. 70,951/1972 regulate commercial promotions and sweepstakes; National Health Surveillance Agency resolutions. 2. Which bodies are primarily responsible for issuing advertising regulations and enforcing rules on advertising? How is the issue of concurrent jurisdiction among regulators with responsibility for advertising handled? In Brazil, rule-making for advertising is led by the National Advertising Self-Regulation Council (CONAR) and by the government, represented by the House...

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PRECEDENTS
Lease of bare land to telecommunications operator under the legacy Electronic Communications Code: archived precedent (England and Wales)

LR1. Date of the lease [ enter the date in full format DD-Month-Year ] LR2. Title Number[s] LR2.1 Landlord's title number [ s ] [ the title numbers from which this lease is granted. Leave blank if unregistered ] LR2.2 Other title numbers [ existing title number [ s ] against which entries relating to LR9, LR10, LR11 and LR13 are to be made ] LR3. Parties to this lease Landlord [ enter landlord's name and address ] Tenant [ enter tenant's name and address ] Other parties LR4. Property Where this clause conflicts with any other part of the lease, then, for registration purposes, this clause shall take precedence. [ enter details of the Property ] LR5. Prescribed statements etc LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban...

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PRECEDENTS
Precedent AIM placing letter and placee confirmation form for AIM Admission, including terms, payment and CREST settlement, under English law

[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising...

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PRECEDENTS
UK Immigration Rules Part 8: evidence checklist for child indefinite leave to remain applications, including sponsor finances, accommodation, relationship and sole responsibility

A. Documents for main applicant Evidence of the sponsor parent(s)' income and funds: Examples of suitable evidence are set out below. While a six-month span is not mandated by the Immigration Rules, it is recommended as a reasonable timeframe for demonstrating income and savings. Payslips for the previous six months (for employed persons). And/or proof of business or self-employment income for at least the last six months, such as: (a) Letter from a registered accountant for the business confirming the sponsor parent(s)’ income during that period. (b) Invoices. (c) Business accounts. Personal bank or building society statements or passbooks covering the past six months. Any accountant providing a supporting letter must be registered with an appropriate professional regulatory body. Bank or building society statements should show what has been paid in and out of the accounts for the past six months...

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