The following Share Incentives practice note Produced in partnership with Jeremy Edwards of Baker McKenzie provides comprehensive and up to date legal information covering:
Under Article 3(1) of Directive 2004/39/EC, the EU Prospectus Directive (PD), and section 85(1) Financial Services and Markets Act 2000 (FSMA 2000), it is unlawful for a public offer of transferable securities (including listed shares) to be made in the UK unless a prospectus approved by the FCA (or the competent authority of another EU state) has been issued beforehand, or an exemption applies.
Where it is concluded that a prospectus is required to be drafted in connection with an offer to employees (or former employees), it may be possible for a company to draft a prospectus under a short form disclosure regime. See Practice Note: When is a prospectus needed for an offer to employees? for a description as to when a prospectus is required to be prepared and filed.
Under the short form disclosure regime, prospectus requirements continue to apply, but they are interpreted in such a way as to make compliance much easier for companies whose shares are admitted to trading outside the EU. A number of US companies with shares listed on National Association of Securities and Deals Automated Quotations (NASDAQ) or the New York Stock Exchange (NYSE) have made use of the short form disclosure regime.
In practice, the companies that are likely to need to file and submit a prospectus are those which:
do not have their head office or registered
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
What is rescission of a contract?The remedy of rescission is available to a party whose consent, in entering into a contract, has been invalidated in some way:•the effect of rescinding a contract is to extinguish it and restore the parties to their pre-contractual positions•the main grounds of
Dividends involve a distribution of cash or a distribution of non-cash assets (known as a distribution in kind or a distribution in specie).A scrip dividend (in a tax context, sometimes referred to as a stock dividend) allows a shareholder to receive new shares in a company as an alternative to a
What is recklessness?In respect of some statutory offences and common law crimes the prosecution are required to prove a mental element of recklessness on the part of the defendant.Recklessness means unjustified risk taking on the part of the accused.Prior to the House of Lords decision in Re G
This practice note provides an introduction to tort law by addressing three questions:•what does the concept of being liable in tort mean? And how does tort relate to contract and criminal law•how has the law of tort developed?•what is the scope of tort, ie what interests does it protect? What
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.