Baker McKenzie

This Practice Note considers challenging arbitral jurisdiction and anti-suit measures in Australia. It addresses staying court proceedings in favour of arbitration, the power to grant anti-suit injunctions and challenging decisions by arbitral tribunals on jurisdiction.

This Practice Note explains 10b-5 letters delivered to underwriters by issuers’ and underwriters' counsel in connection with offerings of securities in the United States and covers: (1) US federal securities law liability and the due diligence defence, (2) contents of a 10b-5 letter (definition of scope of offering documentation, description of scope of activities undertaken, disclaimer of independent verification, negative assurance and exclusions),and (3) impact of 10b-5 letters on non-SEC-registered securities offerings

This Practice Note provides an overview of the role of the entities acting as underwriters/managers in an issuance of debt securities in the capital markets (particularly an international offering to investors in multiple countries, including the US). It includes an overview of underwriting and managers' responsibilities, a description of the key transaction documents to which they are typically a party and a summary of certain risks faced by managers in an offering of debt securities.

This Practice Note summarises the law and provides practical guidance to service providers in respect of their obligations to provide goods, services and facilities to their customers in a non-discriminatory way under the Equality Act 2010 (EqA 2010). It explains the protected characteristics under EqA 2010 and gives practical and case law examples of the forms of direct discrimination, discrimination by association, discrimination by perception, indirect discrimination, harassment, victimisation and discrimination arising from a disability, and examples of what can be done to avoid discrimination. It also examines enforcement and remedies relating to EqA 2010 claims and its territorial scope.

This Practice Note sets out some Frequently Asked Questions which practitioners and companies have raised with HMRC in relation to the registration and online annual return filing processes that were introduced by the Finance Act 2014. This Practice Note is written in partnership with Jeremy Edwards and Gill Murdoch of Baker McKenzie LLP.

This Practice Note examines the impact that Brexit and the upcoming end of the transition period on 31 December 2020 will have on various aspects of share schemes. This Practice Note is produced in partnership with Jeremy Edwards and Gill Murdoch of Baker McKenzie LLP

This Practice Note considers the availability of interim remedies in support of arbitrations relating to Australia. It considers powers of arbitral tribunals in Australia to grant interim remedies, emergency arbitration under the ACICA Rules 2016, powers of the Australian courts to issue interim remedies in support of arbitration proceedings, enforcement of interim measures in the Australian courts, and the general process for applying for interim remedies before the Australian courts.

This Practice Note discusses the taxation of internationally mobile employees (IMEs) and directors in relation to employment-related securities charged to tax within Part 7 of the Income Tax (Earnings and Pensions) Act 2003. It focuses on both the income tax and National Insurance contributions implications in these circumstances. This Practice Note is written in partnership with Jeremy Edwards and Gillian Murdoch of Baker Mackenzie.

This Practice Note discusses the taxation of internationally mobile employees (IMEs) and directors in relation to securities options charged to tax within Chapter 5 of Part 7 of the Income Tax (Earnings and Pensions) Act 2003. It focuses on both the income tax and National Insurance contributions implications in these circumstances. This Practice Note is written in partnership with Jeremy Edwards and Gillian Murdoch of Baker McKenzie.

This Practice Note discusses some of the key potential benefits and issues that a company should consider when deciding whether to implement a long-term incentive plan (LTIP).

This Practice Note provides a general overview of the current capital gains tax (CGT) consequences for UK resident employees who have been granted awards under a long-term incentive plan (LTIP).

The long-term incentive plan (LTIP) is commonly set up as an umbrella plan, under which different types of awards can be made. This practice note provides an overview of the income tax and National Insurance contributions treatment of the main types of LTIP awards granted to UK employees.

This Practice Note describes the consumer product safety corrective action regimes in the UK, including in particular when and how to notify relevant authorities of a product safety issue, the relevant guidance on conducting risk assessments and what corrective action should, or must, be taken when a product is deemed unsafe.

This Practice Note sets out a summary of the protection that can be obtained for geographical indications and designations of origin, including appellations of origin, protected designations of origin (PDOs) and protected geographical indications (PGIs). It considers how appellations of origin, PDOs and PGIs interact with trade mark law. It sets out details of the international framework for protection pursuant to the Paris Convention for the Protection of Industrial Property and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS) and the limited protection at UK level pursuant to the Trade Marks Act 1994. It examines in detail the protection afforded by EU law for agricultural products and foodstuffs pursuant to Regulation (EU) 1151/2012, for wine pursuant to Council Regulation (EU) 1308/2013 and for spirits pursuant to Regulation (EU) 2019/787, as well as proposals to expand protection to locally manufactured goods and handicraft products. It also sets out the requirements for applying for protection, and issues to consider when enforcing such rights.

This Practice Note explains the regulatory frameworks which may apply to electronic cigarettes. It provides an introduction to the regime governing e-cigarettes as consumer products, and considers when e-cigarettes may be classified as medicinal products and/or medical devices.

ARCHIVED: This archived Practice Note provides background reading of the short form prospectus requirements which were relevant for an offer of listed shares to employees in the UK before the Prospectus Regulation (EU) 2017/1129 became fully effective in Member States on 21 July 2019. After this date, the employee share exemption from the prospectus requirements—which previously only applied to companies with their head office or registered office in the EU or companies established outside the EU with transferable securities admitted to trading in the EU—now applies to all companies, provided that they make available a simple disclosure document. As a result of this, it is unlikely that a company will now need to issue a short form prospectus as it is easier to comply with the employee share exemption. This Practice Note is written in partnership with Jeremy Edwards of Baker & McKenzie.

This Practice Note considers issues of state immunity and arbitration in Australia. The Practice Note summarises the approach to state (sovereign) immunity under the Australian Foreign States Immunities Act 1985 (the FSI Act) and how that Act relates to arbitration proceedings (in particular, pursuant to section 17 of the FSI Act). The matters covered by the Practice Note include: the meaning of foreign state under the FSI Act; immunity from jurisdiction under Australian law; waiver of immunity from jurisdiction under Australian law; the commercial exception to immunity in the FSI Act; service of initiating process on a foreign state; immunity from enforcement and execution under the FSI Act. This topic may be referred to as: resisting enforcement of arbitral (arbitration) award on grounds of state immunity; applying for state immunity in respect of arbitration proceedings; and, international arbitration and state immunity in Australia.