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GLOSSARY

Listed company definition

Published by a LexisNexis Corporate expert

What does Listed company mean?

A company that has any class of its securities admitted to the official list, as well as admission to trading on a Recognised Investment Exchange (RIE).

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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

Ordinary resolutions—checklist

Ordinary resolutions—checklist This checklist presents three key tables: • Resolutions specified as ordinary resolutions under CA 2006 • Resolutions which are commonly passed as ordinary resolutions, and • Ordinary resolutions which must be filed with Companies House Ordinary resolutions The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. Where CA 2006 states that something must be done by passing a resolution but does not specify what type of resolution, an ordinary resolution will be adequate (unless the articles of association specify any higher majority or unanimity). Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006 and the company's articles of association (which...

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Removal of a director—flowchart

Removal of a director—flowchart View

Listed company share buybacks (on-market)—flowchart

Listed company share buybacks (on-market)—flowchart STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories

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E&W Brussels I (recast)—the harmful event for specific tort and delict claims (art 7(2)) [Archived]

E&W Brussels I (recast)—the harmful event for specific tort and delict claims (art 7(2)) [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note considers the requirement for a harmful event to enable a court to have special jurisdiction under Article 7(2) of Regulation 1215/2012, Brussels I (recast). It then considers what is a harmful event when considering specific types of claims: economic loss, damaged or defective goods, personal injury claims, intellectual property claims, actions for inducing breach of contract as well as other types of claims. For guidance on the general principles that apply when dealing with tort and delict claims under the regulation, see Practice Note: E&W Brussels I (recast)—tort and delict claims (art 7(2)) [Archived]. For guidance when dealing with contract claims under the regulation, see Practice Note: E&W Brussels I (recast)—contract claims (art 7(1)) [Archived]. Impact of UK’s departure from the EU Following exit day (ie 31 January 2020), the UK became a third state in respect...

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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Phantom share option agreement

Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment • means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control • has the meaning given...

Comfort letter—solicitor to sponsor

Comfort letter—solicitor to sponsor [On headed notepaper of solicitor] Strictly private and confidential To: [insert sponsor name] [insert sponsor address] Date: [insert date] Dear [insert name] [insert name of company] (the Company) — Application for admission to listing on the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange We are writing in connection with the application for admission to the Official List of the Financial Conduct authority (the FCA) of the entire issued and to be issued share capital of the Company (Admission) (the Application). In connection with the Application, a prospectus (the Prospectus) has been prepared which includes the information required for a prospectus in accordance with the Prospectus Regulation Rules and other information required by the UK Listing Rules. In this letter, the UK Listing Rules and the Prospectus Regulation Rules shall mean those rules made under Part VI of the Financial Services and Markets Act 2000,...

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What procedure must a listed company follow to offer a DRIP?

What procedure must a listed company follow to offer a DRIP? A dividend re-investment plan (DRIP) allows a shareholder to receive shares in a company as an alternative to receiving a cash dividend. If a shareholder agrees to participate in a DRIP, when the company next declares a cash dividend it applies that dividend to buy existing shares in the market on behalf of the shareholder. A DRIP is similar to a scrip (or stock) dividend scheme in that they both allow a participating shareholder to acquire further shares in a company in lieu of a cash dividend. A scrip dividend, however, involves the issue of new shares in the company to the participating shareholder, who foregoes the cash payment they would otherwise receive, rather than the purchase of shares in the market. For more information on the law relating to scrip dividends and the procedure to be followed if one is to be offered, see Practice Note: Scrip dividends. A listed company that wishes to...

Where a dividend payable by a company has been unclaimed for a period of more than 12 years so that, in accordance with its articles of association, it ceases to be owed to the intended recipient, what can the company do with the sums that represent that forfeited dividend?

Where a dividend payable by a company has been unclaimed for a period of more than 12 years so that, in accordance with its articles of association, it ceases to be owed to the intended recipient, what can the company do with the sums that represent that forfeited dividend? Once a final dividend is declared by a company (ie approved by its members) it becomes a debt that is immediately due from the company to its members and payment can be enforced, unless the terms of the approving resolution provide for it to be payable at a future date, in which case, it becomes a debt due only on that date; in contrast, the decision to pay an interim dividend is one for a company’s directors and no debt becomes due from the company to its members at the time that decision is made and payment cannot be enforced—a member’s right to an interim dividend does not arise until the dividend is actually paid (Burland v...

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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.

Dyson loses application to take forced labour claim to Supreme court

Law360, London: Dyson will dispute claims in England that it did nothing about allegations of forced labour at Malaysian factories making components for the appliance manufacturer after the Supreme Court refused it permission to challenge jurisdiction in the case any further.

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