Price-sensitive information definition

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Preliminary considerations—offeror—checklist

Preliminary considerations—offeror—checklist This is a Checklist for the offeror and its advisers of the preliminary steps and points to be considered in the run up to the announcement of an offer and the publication of the offer/scheme document. It covers preparatory steps, bid planning, due diligence, announcements and other related matters. This is not an exhaustive Checklist of all matters that may arise, which will depend on the exact particulars of the transaction. References to Rules are to the rules of the City Code on Takeovers and Mergers (Code). Preparatory steps Appoint key advisers (financial adviser, legal adviser, brokers, public relations consultants, etc) Prior to a bid—the offeror First offeror board meeting Appoint competent offer committee with relevant delegated powers of the board Establish that there are no regulatory or commercial conflicts of interest Ensure all concert parties (and affiliated persons) are identified Acting in concert Ensure all parties understand the rules as to secrecy:'Financial advisers must at the very beginning of discussions warn clients of...

Managing discussion and shareholders' questions—listed company AGMs—checklist

Managing discussion and shareholders' questions—listed company AGMs—checklist This checklist provides guidance on the questions and discussions at Annual General Meetings (AGMs) of listed public companies and AIM companies. It covers legal aspects, corporate governance best practice and practical guidance, as well as tips for the chair and company secretary in preparing for debate and unexpected events at a company's AGM. The chair of the meeting is responsible for managing discussion at the meeting and must do so in an impartial manner. It is the chair’s role to keep discussion under control and to decide when to close discussion on a particular matter once they consider that it has been debated sufficiently and has enabled a range of views to be heard. When the UK was a member of the EU, Directive 2007/36/EC (the Shareholder Rights Directive) codified the right of shareholders to have questions answered at general meetings. The Directive was implemented in the UK by the Companies (Shareholders' Rights) Regulations 2009 which amended Part 13 of the Companies Act...

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Ireland—Trade secrets and confidential information

Ireland—Trade secrets and confidential information This Practice Note sets out the protection available for trade secrets and confidential information in a commercial and employment context in Ireland. It outlines the common law and the law under SI No 188/2018 European Union (Protection of Trade Secrets) Regulations 2018 (Ireland) (the Trade Secrets Regulations (IRL)). Topics to be covered in this Practice Note include: • defining ‘trade secrets’ and ‘confidential information’ • protecting trade secrets and confidential information in the commercial and employment context • the concepts of fidelity and confidentiality • distinguishing between general knowledge and trade secrets • secondary liability • injunctions • other relief: damages, account of profits • European influence: Directive (EU) 2016/943 and SI No 188/2018 European Union (Protection of Trade Secrets) Regulations 2018 (Ireland) (the Trade Secrets Regulations (IRL)) Introduction to the laws protecting confidential information and trade secrets in Ireland Historically, Ireland had no statutory regime to address the protection of trade secrets and other confidential information. Their protection derived solely from equitable common law...

AIM Rules for Companies—Rules 20 to 26—Publication of documents, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure

AIM Rules for Companies—rules 20 to 26—Publication of documents, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure This Resource Note outlines the main provisions of Rules 20, 21, 22, 23, 24, 25 and 26 of the AIM Rules for Companies (AIM Rules), which deal with the publication of documents sent to shareholders, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure. It highlights relevant materials, commentary and guidance from the London Stock Exchange (LSE), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rules 20 to 26 of the AIM Rules. Material covered in this Resource Note include: • the AIM Rules • the AIM Rules for Nominated Advisers (Nomad Rules) • Inside AIM, the periodic publication from the AIM Regulation team • AIM Notices, which are issued periodically, and contain information on AIM regulatory and administrative matters • Lexis+® UK and Lexis®Library resources Setting the scene •...

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Confidentiality agreement (pensions)

Confidentiality agreement (pensions) This Deed is made the [insert day] day of [insert month] 20[insert year] Parties 1 [Insert full company name] registered in England and Wales with company number [insert number] and having its registered office at [insert registered company address] (the ‘Principal Company’); and 2 [[Insert full name of company] registered in England and Wales with company number [insert number] and having its registered office at [insert registered company address] OR [insert individual name(s)] of [insert individual address(es)]] (the ‘Trustees’). Background: (A) [Insert full name of scheme] (the ‘Scheme’) was established by an [interim OR definitive] deed dated [insert date]. (B) The Scheme is currently governed by a trust deed dated [insert date], as amended by the deeds executed after it[, details of which are set out in Schedule 1 to this Deed] (the ‘Trust Deed’). The rules of the Scheme (the ‘Rules’) are set out in Schedule [•] to the Trust Deed. (C) The Trustees are the present trustees of the Scheme. (D) The...

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What are the considerations when taking security from a listed company?

What are the considerations when taking security from a listed company? Can a listed company or AIM company grant security and guarantees? The considerations when taking security from a listed company, ie a company admitted to trading on the Main Market of the London Stock Exchange, or an AIM company, ie a company admitted to trading on AIM are for the most part the same as for any other limited company. Provided the articles of association do not otherwise prevent it, and any necessary steps in terms of resolutions and notifications are adhered to (see below) listed companies and AIM companies are able to provide security and guarantees. For general information about taking security, see: Taking security—overview. Are there any additional considerations when taking security or guarantees from a listed company or an AIM company? Articles of association As with all companies, the articles of association should be reviewed to ensure there are no borrowing or guarantee limits or other restrictions that would be breached by...

Can an employer take down trade union notices from the noticeboard if they include derogatory and defamatory comments about the employer? Could the employer discipline the trade union representatives who put up the notices?

Can an employer take down trade union notices from the noticeboard if they include derogatory and defamatory comments about the employer? Could the employer discipline the trade union representatives who put up the notices? It is unlawful for an employer to subject a worker to any detriment by any act or deliberate omission where the sole or main purpose is: • to prevent or deter them from taking part in the activities of an independent trade union at an appropriate time, or to penalise them for doing so • to prevent or deter them from making use of trade union services at an appropriate time, or to penalise them for doing so See: section 146(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992). When considering whether an employer has subjected a worker to a detriment with the sole or main purpose of penalising them for (or preventing or deterring them from) taking part in the activities of an independent trade union (or making use of trade...

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European Commission initiative aims to boost small business growth

The European Commission has announced new regulatory initiatives which aim to promote small and medium enterprises (SME) growth markets as part of its Capital Markets Union. The announcements come in the form of a proposal for a regulation amending the market abuse regulation and the prospectus regulation, and a draft delegated regulation bringing technical adjustments to the Markets in Financial Instruments Directive (MiFID II). The Commission is seeking comments back on the proposal by 21 June 2018.

European Commission initiative aims to boost small business growth

The European Commission has announced new regulatory initiatives which aim to promote small and medium enterprises (SME) growth markets as part of its Capital Markets Union. The announcements come in the form of a proposal for a regulation amending the market abuse regulation and the prospectus regulation, and a draft delegated regulation bringing technical adjustments to the Markets in Financial Instruments Directive (MiFID II). The Commission is seeking comments back on the proposal by 21 June 2018.