Safe harbour definition

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Issuing high yield bonds—documents list

Issuing high yield bonds—documents list The documents listed below provide an overview of the core transaction documents typically used to document a high yield bond issuance. The description for each provides an explanation of the document's purpose and the parties which typically enter into them. Additional documents may be required to deal with aspects of a specific transaction (such as escrow arrangements) or to reflect bespoke arrangements. Document Description 144A Global Note A single note signed by the issuer which represents the entire amount of debt in relation to the Rule 144A issuance.Section 5 of the US Securities Act 1933 requires all offers and sales of securities in the US to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A is a safe harbour exemption from the section 5 requirement and it enables the initial purchasers of the bonds (see Purchase Agreement below) to resell the bonds to 'qualified institutional buyers', institutional investors who meet certain criteria.For more information on Rule 144A,...

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Stabilisation—from 3 July 2016 (Market Abuse Regulation)

Stabilisation—from 3 July 2016 (Market Abuse Regulation) This Practice Note considers the nature and purpose of stabilisation, the process of stabilisation, the potential offences that may arise when carrying out stabilisation and the safe harbour defence under the UK Market Abuse Regulation (Assimilated Regulation (EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation (Assimilated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For details of the stamp duty and stamp duty reserve tax implications of a stabilisation transaction see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is essentially the artificial manipulation of the market price of securities in order to maintain the price at a certain level and achieve a stable market in the securities. This could potentially constitute a number of offences in various jurisdictions, including market abuse under...

Misleading impressions under the Financial Services Act 2012

Misleading impressions under the Financial Services Act 2012 Misleading impressions—elements of the offence Section 90 of the Financial Services Act 2012 (FSA 2012) creates an offence of misleading impressions. A person commits an offence of misleading impressions if they do any act or engage in any course of conduct which creates a false or misleading impression as to the market in, or the price of, any relevant investments and they intended to do so and: • by creating the impression they intend to induce another person to acquire, dispose of, subscribe for or underwrite the investments or to refrain from doing so or to exercise or refrain from exercising any rights conferred by the investments, and/or • they know that the impression is false or misleading or is reckless as to whether it is, and by creating the impression, they intend that it will result in their, or another's, gain or a loss Unlike the third limb of the misleading statements offence under FSA 2012, s 89,...

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Training materials—the Vertical Agreements Block Exemption and Distribution Agreements (EU)

Training materials—the Vertical Agreements Block Exemption and Distribution Agreements (EU) This Precedent presentation has been designed as a training aid that you can use to provide an overview to junior competition lawyers, non-competition lawyers or commercial colleagues on the application of the EU Vertical Agreements Block Exemption 2022/720 (EU VBER) to distribution agreements. It provides a brief outline of the application of Article 101(1) TFEU, a detailed summary of the key provisions of the EU VBER, and the general position if the agreement falls outside the EU VBER. The training materials are customisable. This training pack has been prepared in PowerPoint and it therefore cannot be downloaded to Word from this page. Contents • Overview of Article 101(1) TFEU • The ‘safe harbour’ of the EU VBER – key provisions • Outside the EU

Training materials—the Vertical Agreements Block Exemption and Distribution Agreements (UK)

Training materials—the Vertical Agreements Block Exemption and Distribution Agreements (UK) This Precedent presentation has been designed as a training aid that you can use to provide an overview to junior competition lawyers, non-competition lawyers or commercial colleagues on the application of The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO) to distribution agreements. It provides a brief outline of the application of the Chapter I prohibition, a detailed summary of the key provisions of the UK VABEO, and the general position if the agreement falls outside the UK VABEO. The training materials are customisable. This training pack has been prepared in PowerPoint and it therefore cannot be downloaded to Word from this page. Contents • Overview of the Chapter I prohibition • The ‘safe harbour’ of the UK VABEO – key provisions • Outside the UK

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Can a public contract which has been extended to the fullest extent provided in the contract notice and contract documents be extended further by a modification under regulation 72 of the Public Contracts Regulations 2015?

Can a public contract which has been extended to the fullest extent provided in the contract notice and contract documents be extended further by a modification under regulation 72 of the Public Contracts Regulations 2015? Regulation 72 of the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 (SI 2015/102, reg 72) is aimed at clarifying the extent to which concluded public contracts may be amended without advertising a new tender process. The provisions concerning permitted modifications under SI 2015/102, reg 72, with the exception of the ground in SI 2015/102, reg 72(1)(a), do not expressly exclude the possibility of making modifications to a public contract which has been extended to the fullest extent provided for in the contract notice and in the contract documents. It is critical, however, that any modification made pursuant to SI 2015/102, reg 72 can be correctly justified by applying one of the grounds provided, some of which are considered below by way of example. SI 2015/102, reg 72(1)(a) provides: '(1) Contracts and framework...

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Building cyber-resilient law firms

Practice Management analysis: Hermes Marangos, partner at Signature Litigation LLP, looks at the impact of cyber-attacks on law firms, including the so-called ‘Friday night fraud’ attacks, and offers advice on the measures law firms should take to ensure cyber-resilience.