Statement of arrangements meaning

This Checklist This Checklist considers the details a company voluntary arrangement (CVA) proposal must include under the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 and Statement of Insolvency Practice (SIP) 3.2, together with expectations from other stakeholders likely to be impacted by the CVA, notably the Pension Protection Fund (PPF) and the British Property Federation (BPF): the IR 2016, SI 2016/1024, rr 2.2, 2.3 Statement of Insolvency Practice (SIP) 3.2 PPF requirements, see: Checklist for approval of CVAs involving the Pension Protection Fund BPF requirement, see: Checklist: British Property Federation engagement and red flags for company voluntary arrangements A CVA proposal sets out the detailed terms of a compromise between the company and its creditors, so it must be thorough and correct in every respect. If the proposal or surrounding circumstances are intricate, a solicitor should review or draft it to make sure it faithfully embodies the arrangement’s intentions. The proposal should be clear and...

NOTE: This archived timetable outlines the usual sequence for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297, before those regulations were revoked at the end of the Brexit implementation period... Background The European framework governing combinations between companies in different EEA member states stems from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK gave effect to the Directive through The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as subsequently amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (together, the Cross-Border Mergers Regulations). Beyond setting out a merger mechanism, the Cross-Border Merger Regulations also regulate employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) applies in the usual manner and on the normal basis where at least one party to the merger falls within the Code’s scope. The Takeover Panel (Panel) has issued a practice statement offering practical guidance on how the Code operates in cross-border merger scenarios. For more detailed information,...

ARCHIVED: This Practice Note has been archived and is no longer being maintained This tracker summarises the consultation papers issued by the Prudential Regulation Authority (PRA) from 2017 onwards, together with the release of any follow‑on rules and guidance. For material on consultation papers from the Financial Conduct Authority (FCA) and the Financial Services Authority (FSA), see: FCA consultation paper tracker FSA consultation paper tracker Topic area, consultation paper, description, publication date, end of consultation period, and any Policy Statement / Supervisory Statement are recorded. Regulation of insurance 2023 — CP24/23 – Funded reinsurance. This consultation paper outlines proposed expectations for life insurance firms acting as cedants when entering into, or retaining, funded reinsurance arrangements. The PRA’s proposals reflect its assessment that the rising use of funded reinsurance within the UK insurance market presents significant potential risks, including the prospect of unduly concentrated exposures to correlated, credit‑focused counterparties...

In this issue: Budgets and Finance Bills Companies and corporation tax International Funds Real estate tax Employment Taxes Individuals and income tax Energy and environment Anti-avoidance Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Budgets and Finance Bills Spring Statement 2025 The Chancellor of the Exchequer is set to deliver her Spring Statement to Parliament on Wednesday 26 March 2025. Finance Bill 2025 to receive Royal Assent Royal Assent for the Finance Bill 2025 is expected on 20 March 2025, at which point it will be enacted as the Finance Act 2025. This comes after the Bill’s second and third readings in the House of Lords on 19 March 2025 and the usual bypassing of the committee stage. The House of Lords made no amendments to the Bill as received from the House of Commons. See: Finance Bill 2025...

In this issue: Corporate governance Equity capital markets Environmental, social and governance issues Companies House Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Corporate governance FRC publishes 2024 Annual Review of Corporate Governance Reporting The Financial Reporting Council (FRC) has issued its 2024 Annual Review of Corporate Governance Reporting, highlighting strong practice and pinpointing areas to enhance. The review offers timely insights as companies ready themselves for the revised UK Corporate Governance Code, effective January 2025. Although overall standards remain high, the FRC calls for more outcomes-led disclosures and clearer reporting on risk management and internal control frameworks. See: LNB News 26/11/2024 21. Equity capital markets Pre-Emption Group reports increased adoption of enhanced capital raising flexibility by UK companies The Pre-Emption Group has published its second annual monitoring report, showing broader use of its 2022 Statement of Principles on disapplying pre-emption rights. Covering...

The Ryanair’s fresh arrangements with online travel agents permitting them to retail seats on its services have prompted queries from Italy’s competition regulator in the country, which is still examining whether the Irish low-cost carrier has exploited a dominant position, MLex understands to date. Since 2023, the Italian competition authority has been probing allegations that Ryanair sought to shut out OTAs by stopping them from marketing tickets for its flights on their platforms and within the wider market. After protracted run-ins and court skirmishes, the airline this year clinched deals with a series of OTAs spanning On The Beach through to Expedia. In August it also revealed an accord with Booking, stating it now holds arrangements with almost all leading OTAs. This month it added an agreement with Skyscanner as well. Yet that has not closed the Italian authority’s investigation into the carrier’s conduct...

Note From 1 January 2026, the Commercial Court and the London Commercial Court are running a pilot under CPR PD 51ZH. By default, specified materials used in public hearings—such as witness statements and skeleton arguments—will be accessible to the public. Practitioners issuing applications in these courts should acquaint themselves with the pilot and take suitable measures to safeguard clients when drafting any impacted documents. For further direction, see Practice Note: Non-party access to court documents and information in civil proceedings. This Practice Note explains how to complete an application notice using form N244(CC) for proceedings in the Commercial Court. For broader guidance on applications, refer to the following Practice Notes: How to make an application for a court order (CPR 23) Making an application in the Commercial Courts Form N244(CC) In civil proceedings, applications are ordinarily made by application notice—see Practice Note: Informal applications for when the court may allow an application without one. In most courts, the standard application...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

CASE HUB ARCHIVED – this archived case hub reflects the position at the date of the decision of 27 March 2014; it is no longer maintained See further, timeline, commentary and related cases. Case facts Outline of the OFT’s Chapter I investigation into Pride Mobility Products and retailers concerning mobility scooters (Case CE/9578-12). Latest developments On 27 March 2014, the OFT delivered its infringement decision and instructed the companies to cease the arrangements (where this has not already occurred) and to refrain from entering comparable arrangements in future. No fines were imposed, as the agreements qualified as a ‘small agreement’ exempt from penalties—this applies where the parties’ combined turnover is below £20m and price fixing is not involved. The OFT has issued its statement of objections, and the parties will now have the chance to respond...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT tax advantages...

Archived: This Precedent is for illustrative purposes only as it reflects the position up to 1 December 2016. The facility to issue tax‑favoured employee shareholder shares (ESS), frequently seen in private equity company arrangements, has now been withdrawn. In the Autumn Statement 2016, the government confirmed that the following ESS-related reliefs would be abolished: the income tax and NICs relief applying to the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption covering some or all of the ESS shares the rule ensuring that, where a company buys back employee shareholder shares from an employee shareholder, the price paid is not treated as a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. Nonetheless, any person who obtained independent advice about entering into an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that the tax concessions linked to ESS would be withdrawn. The changes remove the following in respect of employee shareholder shares: income tax and NICs relief on the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption applying to all, or part, of those ESS shares the rule that treated consideration paid by a company on a buy-back of employee shareholder shares as something other than a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. However, where an individual had received independent advice about entering into an employer shareholder agreement before 23 November 2016, they could still complete the agreement before 1 December 2016 and continue to benefit from the favourable income...