Clawback definition

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The remittance basis—business investment relief—clawback of exemption

The remittance basis—business investment relief—clawback of exemption STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. Individuals can bring foreign income and capital gains into the UK for the purposes of investment in UK companies without triggering a remittance. This is known as business...

Directors’ remuneration—quoted and unquoted traded companies

Directors’ remuneration—quoted and unquoted traded companies This Practice Note outlines the regulatory framework for remuneration of directors of quoted and unquoted traded companies against the current backdrop of increased shareholder activism and media attention on executive pay packages. It summarises the statutory directors' remuneration reporting regime for quoted companies and unquoted traded companies and notes relevant provisions of the Companies Act 2006 (CA 2006), the UK Listing Rules, the UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) and best practice guidelines relating to executive remuneration. Directors’ remuneration—law, regulation and best practice Legislation The CA 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410 (2008 Regulations) impose requirements on the directors of a quoted company and unquoted traded company to disclose prescribed details of directors' remuneration in a remuneration report to be prepared annually. CA 2006 defines a quoted company as a UK company whose equity share capital: • has been included in the Official...

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LTIP—participant agreement

LTIP—participant agreement This PARTICIPANT AGREEMENT should be signed and returned within [30] DAYS of the grant of your award, OTHERWISE THE AWARD WILL LAPSE. THEREFORE, PLEASE CAREFULLY READ THis AGREEMENT and the enclosed plan rules AND THEN SIGN this agreement before a witness (who should also sign and fill in their details where indicated), [and also sign the TAX election set out in the appendix ]. Please then return the signed Agreement [and appendix] TO [insert name AND CONTACT DETAILS ] so that it is received AS SOON AS POSSIBLE AND IN ANY EVENT BY [insert TIME AND DATE ]. [insert name of company who granted the award pursuant to the long term incentive plan (LTIP)] (Company) [insert name of LTIP] (Plan) I hereby accept the [insert type of award — ie: matched, restricted or contingent award] granted to me under the Rules of the Plan on [insert date of grant of award] (the Award). I understand that the Award was granted under, and...

Notice of general meeting—open offer

Notice of general meeting—open offer this document is important and requires your immediate attention If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in the capital of the Company, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. [However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.] If you sell or transfer, or have sold or otherwise transferred, only part of your holding of...

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Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders?

Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders? The most common types of secondary issue in the UK are rights issues, open offers and placings. Rights issues and open offers are pre-emptive public offers meaning that existing shareholders are given the right to participate in the offer pro rata to their existing shareholdings. Existing shareholders therefore have the opportunity to benefit from any discount to market price at which the new shares are offered and to avoid a dilution of their shareholdings. In contrast, placings are issues of new shares to selected subscribers only and existing shareholders are not given the right to participate (although major shareholders may often be included among the placees). For this reason greater restrictions are placed on the amount of new shares that may be issued and the discount at which they may be acquired. Placings are usually structured so that a prospectus is not required and the process may take place...

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Share Incentives weekly highlights—15 May 2025

This week's edition of Share Incentives weekly highlights includes (1) a change in bonus rates for SAYE schemes, (2) a focus on executive remuneration as the 2025 AGM season continues and (3) the Court of Appeal decision in Amedeo Fasano v Reckitt Benckiser Group PLC.

US DOJ adds AI risk to corporate compliance programme

Law360: The US Department of Justice's (DOJ’s) Criminal Division is now weighing how companies manage risk related to artificial intelligence (AI) and potentially stymie whistleblowers, one of several updates to the division's policies on evaluating corporate compliance programmes announced by a senior official on 23 September 2024.