Macfarlanes

This Practice Note examines when acquisition group costs in a private equity backed buyout can be relieved against UK corporation tax. Deal costs are likely to be relieved under the loan relationship rules (where they relate to acquisition group debt) or as expenses of management (where they do not). It also examines the extent to which VAT incurred by the acquisition group may be recoverable.

This Practice Note provides an overview of defined benefit (DB) consolidation, including the merits of DB consolidation, consolidation models, information on the definition of DB superfunds (also known as ‘DB consolidators’) and the structure of some superfunds.

This essentials note discusses the EU environmental social governance (ESG) (also referred to as sustainability) integration measures, which amend delegated acts under the Alternative Investment Fund Managers Directive 2011/61/EU (AIFMD), the Undertakings for Collective Investments in Transferable Securities (UCITS) Directive 2009/65/EC and the recast Markets in Financial Instruments Directive 2014/65/EU (MiFID II), including impact on the industry and new concepts.

This Practice Note analyses the climate-related disclosure requirements for asset managers, life insurers and Financial Conduct Authority (FCA)-regulated pension providers set out in the FCA Handbook, ESG sourcebook. The note covers, among other things, the asset managers and asset owners that are in scope of the rules; climate-related reports; the Task force on climate-related financial disclosures (TCFD) entity and product reports, group level disclosures and delegate reports. It also looks at the ESG sourcebook’s interaction with the EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) as amended by Regulation (EU) 2020/852 (EU SFDR).

This Practice Note considers, by reference to two case studies, the key pensions issues that employers and trustees should bear in mind when implementing an intra-group reorganisation, eg s 75 debt issues, clearance issues, employer covenant issues, considerations relating to future benefit provision, notification issues and financing concerns.

This Practice Note introduces the concepts of malus and clawback provisions and details the practical considerations companies need to consider when using malus and clawback provisions in share option, share award and bonus documentation. The concept of withholding or recovering value from executives if a material adverse event occurs following the award of performance-related pay has become increasingly common in recent years. This Practice Note is written in conjunction with Nick Hipwell of DLA Piper UK LLP, Sarah Ferguson of Bird and Bird, and Rasmus Berglund and Sam Taylor of Macfarlanes LLP.

This Practice Note examines the process of legalisation whereby a state, in this case England and Wales, certifies to another state, in this case the receiving jurisdiction, that the signature and seal of a public officer are genuine, when checked against their register. Most documents that a notary public or a scrivener notary notarise are intended to be effective in a country or jurisdiction other than England and Wales. The receiving jurisdiction has no way of knowing if the notary's seal and signature are authentic so the notary's signature and seal may then need to be legalised by the FCDO and/or a foreign Embassy, Consulate or High Commission, to authenticate the status of the notary.

This Practice Note examines the profession of the notary who is a qualified, regulated and insured lawyer adhering to rules and regulations governing their practice, conduct, record-keeping and accounting.

This Practice Note examines the various types of notarial act, the formalities of the notarial act and how to locate and instruct either a general notary or a scrivener notary.

This note explores key areas of qualified investor schemes (QIS), a UK regulated collective investment scheme (CIS) which sits alongside the UK UCITS, non UCITS retail schemes (NURS) and long-term asset fund (LTAF) regimes. The note comments on investment powers, possible investors, redemption considerations and promotion as well as possible tax points to consider. This note provides an introduction, which could be followed by detailed consideration of the relevant provisions of the Financial Conduct Authority (FCA) Handbook, as referenced in this note.

This Practice Note explains the concept of secondary ticketing and looks at the way in which it is regulated, including Competition and Markets Authority investigations and open letters regarding secondary ticketing practices by event organisers and by online platforms.

This Practice Note considers some of the tax issues that arise when structuring a private equity acquisition that has both UK and offshore elements. The issues considered include: acquisition costs, withholding tax, capital gains tax treatment on an exit, planning for UK resident investors, the importance of Luxembourg, and profit shifting. Produced in partnership with Ceinwen Rees, Shaul Steinberg and Charishma Bhujohory of Macfarlanes LLP.

ARCHIVED: This Practice Note is Archived and is no longer maintained. UCITS VI describes the European Commission's Consultation on Undertakings for Collective Investments in Transferable Securities (UCITS) issued in July 2012. The UCITS VI Consultation addresses product rules, liquidity management, depositary issues, money market funds and long term investments. This Practice Note provides an overview of the UCITS VI consultation and its key objectives including eligible assets and use of derivatives, money market funds; and EPM techniques.

In the UK, an unregulated CIS (UCIS) is any collective investment scheme (CIS) that is not regulated by the Financial Conduct Authority (FCA) as either an authorised fund or a recognised scheme. Although UCIS themselves are not regulated, from a UK regulatory perspective certain UK legislation and FCA regulation, including provisions implementing EU directives, will still apply. This note details the applicable provisions.