Treasury shares meaning

STOP PRESS: Short Selling Regulations 2025 SI 2025/29 was made and published on 13 January 2025, together with an Explanatory Memorandum. This instrument replaces the assimilated regime and establishes a new statutory framework for UK short selling, creating designated activities and granting the Financial Conduct Authority (FCA) rulemaking powers for those activities, plus powers to intervene in exceptional situations. It reiterates that firms must notify the FCA when net short positions exceed 0.2% of issued share capital; while HM Treasury keeps the ability to adjust this level, the FCA may mandate notifications at a different threshold in exceptional circumstances. Some provisions took effect on 14 January 2025, with the remainder commencing on the date the revocation of the UK Short Selling Regulation takes effect under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see Practice Note: The UK Short Selling Regulation [Archived]. Regulation (EU) 236/2012 (the EU Short Selling Regulation) applies in the EU. In the UK, the assimilated...

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In this issue Employment taxes Budgets and Finance Bills VAT International Taxes management and litigation Companies and corporation tax Anti-avoidance Devolution Pensions LexTalk®Tax: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&A Useful information Employment taxes Royal Assent for National Insurance Contributions (Secondary Class 1 Contributions) Act 2025 The National Insurance Contributions (Secondary Class 1 Contributions) Bill—bringing in an uplift to 15% for the main rate of employers’ secondary Class 1 National Insurance contributions from 13.8%, and cutting the secondary threshold to £5,000 per annum—was first set out at Autumn Budget 2024 and obtained Royal Assent on 3 April 2025. The provisions apply from 6 April 2025. See: National Insurance Contributions (Secondary Class 1 Contributions) Act 2025. HMRC publishes Employment Related Securities Bulletin 59 (March 2025) Private Intermittent Securities and Capital Exchange System (PISCES)—policy...

In this issue: Company law, governance and regulatory matters New content Useful information Dates for your diary Weekly highlights from other practice areas Company law, governance and regulatory matters FRC updates guidance on UK Corporate Governance Code in relation to remuneration The Financial Reporting Council has revised the section of its UK Corporate Governance Code guidance covering non-executive directors’ remuneration to clarify the position on share-based pay for NEDs. The Code itself is unchanged, but the guidance underscores that the existing ‘Comply or Explain’ principle gives companies latitude when designing NED fee arrangements; nevertheless, performance-related pay for NEDs remains unacceptable. These changes follow last month’s HM Treasury announcement—within its Regulation Action Plan—that the FRC would update its guidance to confirm that paying NEDs in shares is appropriate (see News Analysis: Share Incentives weekly highlights—23 October 2025—Company law, governance and regulatory matters). The update explains how boards can shape NED remuneration, acknowledging that companies may encourage NEDs to build...

Pre-emption rights on allotment Pre-emption rights on allotment provide every shareholder in a company with a means to guard against dilution of their percentage stake where this could result from a share allotment, the issue of rights to subscribe for shares, the conversion of securities into shares, or a disposal of treasury shares by that company. This Practice Note addresses the pre-emption rights applicable to an allotment of equity securities by a public company that is neither a listed company nor an AIM company (that is, an unlisted public company), as prescribed in the Companies Act 2006 (CA 2006). Close attention should be paid to the breadth of those statutory pre-emption rights, because an unlisted public company must observe them to the extent that they have not been disapplied, varied, waived, or excluded and ensure that it complies with them to that extent...

Chapter 9 of the UK Listing Rules (UKLRs) Chapter 9 of the Financial Conduct Authority (FCA) UK Listing Rules (UKLRs) sets out continuing obligations for any company that has a listing of equity shares in the equity shares (commercial companies) category, which the company must comply with to retain its admission to the Official List (terms in bold are defined in the FCA Handbook Glossary). For further detail on companies with a listing of equity shares in the equity shares (commercial companies) category, refer to Practice Note: The UK listing regime for more information. Under UKLR 6.6 R, a company with a listing of equity shares in the equity shares (commercial companies) category must include specified financial disclosures within its annual financial report. The UKLR 6.6 R obligations for both UK and overseas issuers with a listing of equity shares in the equity shares (commercial companies) category are also considered below, together with an overview of the UKLRs relevant to annual financial reports of other listed bodies, and a...

This Practice Note considers the practical matters that commonly arise in connection with an employment settlement agreement (previously referred to as a compromise agreement). It also highlights the likely tax considerations and signposts our related Practice Notes for fuller guidance. For details of the legal requirements (that is, the conditions governing settlement agreements) that must be satisfied for an agreement to be binding and effective to compromise statutory employment claims, see Practice Note: Settlement agreements in employment—legal requirements Parties to the agreement Where the employer is an individual, or a company with a straightforward corporate set-up, the parties to the settlement agreement will be the employer and the employee, with no necessity to mention third parties. However, the identity of the employing entity may not be simple, eg within a more complex group structure where: the employee works, or has worked, for other companies in the employer’s group, eg on secondment the employee performs their duties for one company but is paid by another...

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

SPECIAL RESOLUTION That, if [ insert reference to the resolution granting authority to allot ] is approved, the Board is authorised to allot equity securities (as defined in the Companies Act 2006) for cash under that authority and/or to sell ordinary shares held by the Company as treasury shares for cash, as though section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority being limited to [ insert wording to limit the authority to the specified allotment of equity securities and/or sale of treasury shares ]. This authority will expire at the end of the Company’s next AGM (or, if earlier, at close of business on [ insert date (day, month and year) to be a date that is no later than fifteen months after the date of the current AGM ]); however, prior to expiry the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold)...

Company number : [ insert number ] [ insert company name ] [ Limited OR PLC ] (the Company) We, as the holders of [ all OR not less than three quarters in nominal value of ] the issued [ insert class ] shares of [ insert nominal value ] each in the capital of the Company (treasury shares excluded), give our irrevocable consent to the approval of the resolution[s] [ numbered [ insert number(s) ] ] described in the [ notice calling a general meeting of the Company dated [ insert date ] OR the written resolution of the Company circulated on [ insert date ] ] (a copy of which is attached to this consent) (the Resolution[s]); and to any variation or cancellation of any rights or restrictions attached to the [ insert class ] shares of [ insert nominal value ] each in the capital of the Company that arise from the passing of the Resolution[s]. Date:…………………………………Shareholder nameSignature [ insert name...