Stock Definition

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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...

Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

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Reconversion of stock to shares—flowchart

Reconversion of stock to

Completing a stock transfer form—flowcharts and annotated form

Completing a stock transfer form—flowcharts and annotated form These Flowcharts provide guidance on the correct approach to be taken to those sections of a stock transfer form that

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The Pension Protection Fund—eligibility and entry

The Pension Protection Fund—eligibility and entry Requirements for PPF entry The requirements for a scheme to enter the PPF are: • the scheme must be an eligible scheme—see: What schemes are eligible? below • either: ◦ a qualifying insolvency event must occur in relation to a scheme employer—see: What is a qualifying insolvency event? below, or ◦ the employer is unlikely to continue as a going concern and it meets the conditions in SI 2005/590, reg 7—see: Alternative route to PPF entry, below • the insolvency practitioner in relation to the employer must confirm that a scheme rescue is not possible—see: Duty of insolvency practitioner to issue notices confirming status of scheme (section 122 notices), and • the assets of the scheme must be less than the 'protected liabilities' (broadly, the benefits that would be payable to members by the PPF)—see: Protected liabilities, below The statutory provisions regarding the eligibility of schemes for entry into the PPF are contained in: • sections 120–168 of the Pensions Act...

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...

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Tax disclosure—bond issue offering document

United Kingdom Taxation General The summary set out below describes certain taxation matters of the United Kingdom based on the Issuer’s understanding of current law and HM Revenue & Customs (HMRC) published practice as at the date of this document, both of which are subject to change, possibly with retrospective effect. The summary is intended as a general guide only and is not intended to be, nor should it be construed to be, tax or legal advice. The summary applies only to persons who are the absolute beneficial owners of Bonds, who hold their Bonds as investments and who are resident and, in the case of individual shareholders, domiciled in the UK for taxation purposes at all relevant times. In particular Bondholders holding their Bonds through a depositary receipt system or clearance service should note that they may...

Ireland—Heads of terms—sale—freehold or long leasehold

Ireland—Heads of terms—sale—freehold or long leasehold SUBJECT TO CONTRACT/CONTRACT DENIED Head of Terms (“Heads”) Sale of [insert] 1 Parties 1.1 Vendor [Insert name and (if applicable) company number] 1.2 Purchaser [Insert name and (if applicable) company number] 2 Property details 2.1 Property [Insert property description] 2.2 [ Title [Insert title number(s)]] 2.3 [ Lease The title to the Property is freehold held in fee simple/the title to the Property is freehold held subject to a Fee Farm Grant/the title to the Property is held under a lease for a term of [insert years] commencing on [insert date], made between [insert original parties] and dated [insert date].] 2.4 [ Occupational lease[s] Date Premises Current tenant Term end date Current annual rent (€)] Clause 3—Rights Use this clause if the sale is a sale of part or a sale of whole where the Vendor has adjoining land and rights and reservations will be required. See Precedent: Transfer of part clauses. 3 [ Rights 3.1 Rights granted [Insert details] 3.2 Rights...

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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...

Does a UK subsidiary of an overseas parent have to provide CEO pay ratio information in its annual report?

Does a UK subsidiary of an overseas parent have to provide CEO pay ratio information in its annual report? This Q&A refers to the requirement under the Companies (Miscellaneous Reporting) Regulations 2018 (2018 Regulations), SI 2018/860, reg 17 for certain companies with accounting periods beginning on or after 1 January 2019 to include in the directors’ remuneration report pay ratio information (and other supporting information) comparing the total remuneration of the CEO to the median (50th), 25th and 75th percentile full-time equivalent remuneration of the company’s UK employees. The requirement to provide pay ratio information applies to UK incorporated quoted companies with more than 250 UK employees. Quoted companies for these purposes means companies quoted on the UK Official List, the New York Stock Exchange, NASDAQ or a recognised stock exchange in the EEA. This does not include AIM companies. Note that with effect from 10 June 2019 the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019,

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Five companies hold half of £40bn FTSE100 pension surplus

Law360: Just five companies among the top 100 businesses in the UK account for half of the combined £40bn surplus in the country's pension plans, Lane Clark & Peacock, a consultancy, said on 20 May 2025.

Practice Compliance weekly highlights—22 May 2025

This week's edition of Practice Compliance weekly highlights includes: our latest Practice Compliance forecast, key financial sanctions updates and analysis of the SRA's interim policy statement on its financial penalty regime.