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Harper Mcleod

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Work fee meaning

What does Work fee mean?
In UK and Irish public M&A practice, a work fee is an agreed payment by the offeree to the offeror to compensate the bidder for its “work” (for example, due diligence and advisory costs) if specified events occur—typically the offeree board withdrawing or adversely changing its recommendation, endorsing a competing offer, or other target‑driven deal failure. The term is a market expression rather than one defined in legislation or case law. Under the UK Takeover Code, a work fee is treated as an offer‑related arrangement and is generally prohibited by Rule 21.2, alongside inducement and break fees, unless the Takeover Panel consents in limited circumstances (for example, certain formal sale processes or other exceptional cases). Where consent is given, any fee must be limited, justified and fully disclosed. The Code applies consistently across England & Wales, Scotland and Northern Ireland. In Ireland, the Irish Takeover Rules impose closely comparable restrictions, with the Irish Takeover Panel’s consent required and caps commonly applied where a fee is permitted. In practice, parties rely on permitted arrangements (such as confidentiality and implementation‑only agreements) rather than work fees.
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CHECKLISTS
Referral and fee sharing compliance checklist for law firms: SRA Standards and LASPO 2012 (England and Wales)

Intended for law firms This resource is aimed at law firms. It is designed to help you assess whether your systems are sufficient to comply with applicable regulatory and legislative obligations concerning referral and fee sharing arrangements. It reflects the SRA regulatory regime and the Legal Aid, Sentencing and Punishment of Offenders Act 2012. The SRA Standards and Regulations are supported by case studies and guidance presented in a range of formats, such as Q&As, warning notices, decision trees and ‘topic guidance’. See Practice Notes: Referral and fee sharing arrangements and Personal injury referrals—SRA examples, flowchart and guidance. This resource addresses situations where a third party refers clients to you and/or you enter into a fee sharing agreement with a third party. For situations where you introduce clients to third parties, see subtopic: Introductions to third parties. For guidance on what amounts to a referral, an introduction or a referral fee, see Practice Note: Referral and fee sharing arrangements—Definitions...

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CHECKLISTS
Using recruitment agencies: employer checklist and legal duties in Great Britain under the Conduct Regulations 2003, Employment Agencies Act 1973, Equality Act 2010, and UK GDPR/Data Protection Act 2018

Employers engaging a recruitment agency or executive search (‘headhunting’) service should consider the implications of: the Employment Agencies Act 1973 (EAA 1973) and the Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319 (as amended) (Conduct Regulations 2003) the Equality Act 2010 (EqA 2010), which includes specific rules on discrimination by recruitment agencies Assimilated Regulation (EU) 2016/679, UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018) Conduct regulations-agency's general obligations For the purposes of the Conduct Regulations 2003, a recruitment agency is treated as an ‘employment agency’. For activities excluded from the scope of the EAA 1973, see Employment agencies and employment businesses-Scope of the legislation. A recruitment agency is subject to the following overarching obligations: a broad ban on charging work-seekers fees for finding them work; this does not stop the agency charging for ancillary services such as transport, accommodation, CV writing, photographic services, or training it must...

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NEWS
UK share incentives: HMRC clarifies SAYE savings must be through pay deductions; executive post-vesting holding practices; EBTs in M&A; loan charge appeal stay; forthcoming Budget

In this issue: Save As You Earn Corporate governance Useful information Dates for your diary Weekly highlights from other practice areas Save As You Earn HMRC updates guidance on SAYE savings arrangements and deductions from pay HMRC has revised its guidance at ETASSUM34120 to confirm that employees cannot use third‑party loans or other finance to boost the amounts saved under an SAYE scheme. The scheme must instead be operated in line with the SAYE prospectus, which specifies that contributions are made via deductions from pay. This further clarification appears to respond to market products where participants receive an immediate refund of monthly contributions from a third party funder, in exchange for an arrangement fee and a share of any profit ultimately realised when the SAYE option is exercised and the shares are sold. For more detail on the requirements applying to SAYE‑linked savings contracts, see Practice Note: How SAYE schemes work and key features. See: ETASSUM34120...

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NEWS
UK Practice Compliance: sanctions and OFSI reforms; DUAA 2025 in force; ICO update; SRA HVCC ‘no win, no fee’ warning; LSB litigation guidance; EU adequacy for Brazil (5 February 2026)

In this issue: Sanctions Data protection Other Practice Compliance updates this week Daily and weekly news alerts Trackers New and updated content Sanctions FCDO announces UK sanctions against Iranian authorities for human rights violations during peaceful protests The Foreign, Commonwealth & Development Office (FCDO) has unveiled the UK’s suite of sanctions against ten individuals and one organisation in Iran for enabling recent human rights abuses against peaceful protestors. This action reflects the UK’s determination to hold the Iranian authorities to account following widespread brutality and violence. The Law Enforcement Forces of the Islamic Republic of Iran (FARAJA) has been designated for its leading role in policing protests in Iran and is subject to an immediate director disqualification and asset freeze, while the listed individuals—including the Minister of the Interior, several Police Chiefs, Islamic Revolutionary Guard Corps (IRGC) commanders, judges and an Iranian businessman—are immediately subject to asset freezes, travel bans and director disqualifications...

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NEWS
UK, EU and international financial services—weekly regulatory, supervisory and enforcement highlights, 18 July 2024

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Accountability, culture and social governance Prudential requirements Operational resilience Financial crime and sanctions Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Banks and mutuals Investment funds and asset management MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies ESAs highlight role of behavioural insights in supervisory and policy work The three European Supervisory Authorities — the European Banking Authority (EBA), the European Insurance and Occupational Pensions Authority (EIOPA) and the European Securities and Markets Authority (ESMA) — have issued a joint report arising from their February 2024 workshop on integrating...

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PRACTICE NOTES
VAT on Litigation Costs: Entitlement, Disbursements, Barristers’ Fees, Tax Points and Assessment under CPR PD 44 (England and Wales)

This Practice Note sets out the particular rules governing VAT on costs that fall to be the subject of either summary or detailed assessment before the High Court. The applicable provisions are contained in CPR PD 44. Entitlement to This is addressed at CPR PD 44, para 2.3 through to CPR PD 44, para 2.6. The party seeking recovery of costs bears responsibility for ensuring that VAT is claimed only if, and only to the extent that, it cannot recover from HMRC the VAT it has incurred (CPR PD 44, para 2.4). if the VAT is recoverable from HMRC, it should not be included in a claim for costs if only a proportion of the VAT is recoverable from HMRC, include only that proportion which is not recoverable from HMRC in the claim for costs The legal adviser’s VAT registration number must appear in a prominent position at the head of every statement, bill of costs, fee sheet, account or voucher...

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PRACTICE NOTES
Thailand Foreign Investment Regime: Foreign Business Act restrictions, licensing routes (FBL/FBC), exemptions, review criteria, penalties, and interaction with merger control

1. What is the applicable legislation? The primary statute applicable to foreign direct investment (FDI) is the Foreign Business Act B.E. 2542 (A.D. 1999) (the FBA). The FBA regulates business activities undertaken by foreign individuals or entities in Thailand. Under the FBA, a “foreigner” is defined as: an individual who does not hold Thai nationality a juristic person not registered in Thailand a juristic person incorporated in Thailand where foreign ownership represents one-half or more of the total shares and/or registered capital a limited partnership or ordinary registered partnership whose managing shareholder or manager is a foreign national The FBA identifies business activities that foreign persons or entities are restricted from, or barred from, conducting in Thailand. These activities are grouped into three lists under the FBA: List 1: businesses that foreign nationals are completely prohibited from undertaking List 2: businesses that foreign nationals may carry on only with a foreign business licence from the...

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PRACTICE NOTES
Romania FDI screening: sectors, €2m threshold, EU/non‑EU investors, €10,000 fee, standstill and penalties, media transparency, and merger control interaction (latest amendments and 2025 RCC Guidelines)

1. What is the applicable legislation? The rules governing foreign direct investment are set out in: Competition Law No. 21 of 10 April 1996, as later amended and republished, most recently by Government Emergency Ordinance (GEO) No. 17/2026 of 13 March 2026 (Competition Law 1996) Regulation on economic concentrations adopted by Order No. 432/2017 of the President of the Romanian Competition Council (RCC) Supreme Council for State Defence (CSAT) Decision No. 73/2012 concerning the application of article 46 paragraph (9) of the Competition Law 1996 GEO No. 46/2022 implementing Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union (FDI GEO 2022), published on 18 April 2022 and approved by Law No. 164 of 31 May 2023, further amended by GEO No. 108 of 29 November 2023, Law No. 231/2024 of 17 July 2024, GEO No. 152/2024 of 18 December 2024, and GEO No. 17/2026...

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PRECEDENTS
SRA-compliant Fixed-Fee Price and Service Information Notice Template for Law Firms (England and Wales)

1 Legal costs 1.1 The legal costs of [ insert brief description of services, eg obtaining a grant of probate and distributing an estate ] consist of [ two OR three ] principal elements: our fees; outlays we pay on your behalf (often referred to as disbursements) [ ; OR . ] [ costs you may need to pay to another party. ] 1.2 Our charges We apply a fixed-fee structure [ of £[ insert price excluding VAT ] OR ranging between £[ insert price excluding VAT ] and £[ insert price excluding VAT ] depending on [ insert description of the factors that will dictate where in the fixed price range your fees will fall, eg the value and complexity of your matter ] ] . [ If a matter or transaction does not reach completion, we reserve the right to charge for the work undertaken, using our standard charging rate of £[ insert rate...

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PRECEDENTS
Law firm fee income forecasting template: gut feel, trend analysis, capacity, WIP, bottom-up and client demand

A: Gut feel Comments or observations Instinctive income forecast B: Trends Data Year Fee income £ % uplift on prior year Indicators that the % change is not part of the wider trend [ 2025 ] [ 2024 ] [ 2023 ] [ 2022 ] [ 2021 ] Conclusions Comments or observations Trend analysis fee income prediction C: Capacity No. of fee earners Expected chargeable hours per fee earner Average hourly rate Expected gross income % of recorded time billed in previous years Capacity income prediction D: WIP (work in progress) levels Data Value of WIP at year end [ 2024 ] Value of WIP at year end [ 2025 ] Number of open files at year end [ 2024 ] Number of open files at year...

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PRECEDENTS
Implementing firm‑wide change in a law firm: an eight‑step, practical example (rolling out standardised email signatures to win new business)

Stage Questions Case study Create a sense of urgency How will staff recognise there’s a need to change? How will its significance be made clear? How will both near-term and longer-term gains be demonstrated? Set out: how much prospective new work is currently slipping away the effect that is having now and is expected to have going forward how greater volumes will make life better for secretaries and fee earners the potential outcomes if no changes are pursued Form a powerful guiding coalition Who will take charge? Who will make an open pledge to see it through? Who will guarantee the necessary resources? Who will sit in the core team steering the change? Who will ensure they collaborate effectively as one team? Will the coalition operate well across every area of the firm? JB, a partner, will head the project...

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Q&As
Representative of an Overseas Business: Is a Holding Company a Genuine Commercial Enterprise for Entry Clearance?

Practice Note: Applying under the Representative of an Overseas Business category Please see Practice Note: Applying under the Representative of an Overseas Business category, which sets out the eligibility criteria and process (including application form and fee details) for submitting an initial application or seeking an extension under the UK immigration route for Representatives of an Overseas Business. The note explains the eligibility criteria for Sole Representatives of an Overseas Business...

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Q&As
Discounted CFA with LEI: usual rate on success, LEI rate if not?

What is a DCFA? Most practitioners know the ‘pure’ CFA, commonly referred to as a ‘no win, no fee’ agreement. Working under a pure CFA, the lawyer or legal representative is remunerated only upon a win, as the CFA expressly defines it. If that outcome is not achieved, no fee is payable for the professional work undertaken on the matter. For additional detail, see the subtopic: CFAs and DBAs for further information. A DCFA is often described as a ‘no win, lower fee’ arrangement in contrast to the pure CFA. Under a DCFA, the client agrees to meet the lawyer’s fees in full on success; if the case fails, a reduced fee is payable to the representative. The role of success fees Success fees exist to ensure a solicitor’s portfolio of CFA-backed litigation can operate at nil net loss overall. Put differently, the success uplifts on winning matters are designed to meet the base costs that cannot be recovered on losing matters within that portfolio...

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