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Contributions by Baker McKenzie Experts

16

Challenging arbitral jurisdiction and anti-suit measures in Australia
Practice Note

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.

Debt securities—10b-5 letters
Practice Note

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

Debt securities—what is the role of the underwriters/managers?
Practice Note

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.

Equality Act 2010—discrimination in the provision of goods, services and facilities
Practice Note

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 resulting 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 the territorial scope of the legislation.

FAQs on UK share schemes registration and annual returns
Practice Note

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.

Interim remedies in arbitrations relating to Australia
Practice Note

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.

Long-term incentive plans—capital gains tax consequences
Practice Note

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).

Long-term incentive plans—income tax and NICs treatment
Practice Note

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.

Product safety notification and corrective actions
Practice Note

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.

Short form prospectus requirements for an offer of listed shares to employees [Archived]
Practice Note

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.

State immunity and arbitration in Australia
Practice Note

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.

Structure of an LTIP
Practice Note

This Practice Note introduces the types of awards that may be granted under a long-term incentive plan (LTIP), the constraints on LTIP provisions, the principal documentation and the types of key provisions commonly seen in an LTIP.

Subscription agreement—first time issuer's guide
Practice Note

This Practice Note provides information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities and covers: (1) what a subscription agreement is (2) who signs a subscription agreement and when (3) the key terms found in a subscription agreement (4) the key areas of negotiation in a subscription agreement and (5) how and when amendments may be made to a subscription agreement

What is a long-term incentive plan?
Practice Note

This Practice Note introduces the concept of a long-term incentive plan (LTIP). It introduces the types of awards typically granted pursuant to an LTIP and typical conditions attaching to such awards. Finally the Practice Note highlights the main distinction between UK and US LTIPs and explains why employee benefit trusts are often used to facilitate the administration of LTIPs.

When is a prospectus needed for an offer to employees?
Practice Note

This Practice Note explores the circumstances in which a company would need to publish a prospectus in the UK when implementing an employee share plan in the UK, the position with respect to various types of employee share awards and share options and the exemptions that may be available.

Other Work
Product liability—corrective actions—checklist

This Checklist sets out the key issues when dealing with a product liability or safety matter which requires a corrective action, such as a product recall. When considering corrective action relating to a product liability or safety issue, it is advisable to have reference to the government-backed Code of Practice (PAS 7100) that was produced by the Office for Product Safety and Standards (OPSS) in combination with the British Standards Institution (BSI), the UK's national standards body, and sponsored by the Department for Business, Energy and Industrial Strategy (BEIS). While the guidance contained in the Code of Practice is not legally binding, BEIS has indicated that it expects compliance with the spirit and letter of the Code of Practice.

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