The conditions to re-registration of a private company limited by shares as a public company limited by shares are: (a) that the company has a share capital, (b) that the company meets certain requirements as to share capital, (c) that the company meets certain requirements as to net assets, (d) if the company has made a recent allotment of shares for non-cash consideration, that certain requirements are met in relation to the allotment, and (e) that the company was not previously re-registered as unlimited (CA 2006, s 90(2)).

The conditions to re-registration of a company-limited-by-shares'>public company limited by shares to a private company limited by shares are: (a) where no application has been made to court for the cancellation of the resolution approving the re-registration, that it is not possible to make such an application, or (b) where an application has been made, it has either been withdrawn or an order has been made confirming the resolution to re-register, and a copy of that order has been delivered to Companies House (CA 2006, s 97).

This Practice Note looks at conditions, pre-conditions and terms typically included in public company takeover offers. It focuses on the most common of these conditions, including the acceptance condition, scheme conditions and commercial and financial conditions, and explains the limitations under the City Code on Takeovers and Mergers (Code) on including, invoking and waiving such conditions. This note also discusses the further terms that are typically included in the offer document, including the availability of withdrawal rights for accepting shareholders. This Practice Note also includes a high level summary of the treatment of competition references and regulatory clearances under the Code. However, for more detailed guidance on this, see Practice Note: Merger control and the Takeover Code. Introduction A voluntary offer will normally be subject to a standard set of conditions, which must all be included in the firm offer announcement. Standard conditions include: • for takeovers structured as contractual offers, the acceptance condition (ie the minimum level of acceptances below which the offeror may allow the offer to lapse) • for takeovers structured

An employee's behaviour in the workplace.

The Conduct Committee has published a report on the conduct of Lord Range of Northwood. Annex A to the report also contains a report from the House of Lords Commissioner for Standards on the conduct of Lord Ranger, finding a breach of the prohibition in paragraph 19 of the Code of Conduct on bullying and harassment. The Commissioner recommended in the report that Lord Ranger should be suspended for a week. The Conduct Committee considered the Commissioner’s findings and has instead recommended that Lord Ranger be suspended for three weeks and denied access to bars in the House of Lords for 12 months. The House will be asked to agree to the recommendations of the report after the Whitsun recess.

STOP PRESS: The FCA, PRA and HM Treasury have announced significant reforms to the Senior Managers and Certification Regime (SM&CR), including final Phase 1 reforms and proposed Phase 2 legislative changes. This Practice Note is in the process of being updated to reflect those developments. In the meantime, see Practice Note: SM&CR—reform of the Senior Managers & Certification Regime. Note: The FCA issued policy statement PS25/23: Tackling non‑financial misconduct in financial services—Guidance in the Code of Conduct (COCON) and the Fit and Proper test for Employees and Senior Personnel (FIT) sourcebooks; the guidance will come into force on 1 September 2026. For further information, see Lexis+ Financial Services—daily round-up (12 December 2025), Practice Note: Non-financial misconduct in financial services—essentials and Checklist: FCA Non-Financial Misconduct Checklist: Implementation and Operational Readiness. Overview The Conduct Rules establish minimum standards of individual behaviour in financial services. They form one component of the broader Senior Managers & Certification Regime (SM&CR) through which the Financial Conduct Authority (FCA) and the Prudential Regulatory authority (PRA) regulate qualifying individuals in the sector. This

This Practice Note considers potential legal liability on the part of the mediator for breaching their obligations to the parties to the mediation. It also sets out what, if any, codes of conduct will apply to the mediator and considers the mediator’s role throughout the mediation process including the drawing up of any settlement agreement. The mediator is a vital part of the mediation process. If the mediation is to be successful, the parties must trust their mediator and have confidence in their abilities. For information on selecting a mediator, see Practice Note: Choosing a mediator. Basis of mediator liability—contract and/or negligence In most cases, the mediator will have signed a mediation agreement and so will be potentially liable to the parties to the agreement if they breach that agreement, subject to any limitations in the contract. For example, the mediation is likely to contain confidentiality provisions and the mediator could be liable if they breach those. For information on drafting the mediation agreement, see Practice Note: Organising a mediation. For information on limitation

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 16 December 2016; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline CMA Article 101 TFEU/Chapter I CA98 investigation into allegedly anti-competitive arrangements in the UK modelling sector involving the exchange of confidential sensitive information and, some instances, the agreements of a common approach to pricing (case CE/9859-14). Latest developments On 16 December 2016, the CMA issued an infringement decision against five model agencies–FM Models, Models 1, Premier, Storm and Viva–and their trade association, the AMA, for their involvement in a cartel in the market for modelling services. The CMA imposed fines totalling over £1.5m, broken down as follows: • FM Models–£251,000 • Models 1–£394,000 • Premier–£150,000 • Storm–£491,000 • Viva–£245,000 • AMA–£2,500. Parties FM Model Agency Limited ('FM Models'), a model agency based in London. Models One Limited, One Worldwide Limited and Models 1 New Co Limited (together 'Models 1'), based in London and the largest model agency in Europe. Premier Model Management Limited ('Premier'), a model agency based

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 25 October 2018; it is no longer maintained. See further, timeline and commentary. Case facts Outline CMA Chapter I investigation into restrictions on car parking prices in a lease for a hotel between Heathrow Airport and Arora. Latest developments On 25 October 2018, the CMA issued its infringement decision. The CMA has imposed a fine of £1.6m on Heathrow Airport Limited (and its parent Heathrow Airport Holdings Limited) (including a 20% reduction for settling); Heathrow T5 Limited (and its parent Arora Holdings Limited) has not be fined after being awarded immunity. The CMA has also sent warning letters to other airports and hotel operators warning against similar anti-competitive agreements. The CAA, which assisted

The Employment Tribunal Procedure Rules 2024 (ET Rules 2024), SI 2024/1155 set out the framework governing the conduct of employment tribunal hearings, regulating tribunal composition, case management powers, hearing procedure, evidence, representation, use of technology, decision-making, and the legal effect and finality of judgments and orders. The ET Rules classify all hearings as either: • a preliminary hearing (see Practice Note: Preliminary hearings in the employment tribunal), or • a final hearing (see Practice Notes: Preparation for employment tribunal final hearing and Procedure at employment tribunal final hearing) The scope of what these two types of hearing may cover is different, as are the ET Rules 2024 which govern their procedure. These aspects are discussed separately in the Practice Notes mentioned above. Some rules are common to both preliminary and final hearings, and some other procedural issues also arise in both, and these aspects of tribunal procedure are the subject of this Practice Note. Preliminary hearings are usually conducted in private, whereas final hearings are almost always public, ie any member of the public

Chairing meetings If the chairman of a local authority meeting (also referred to as the mayor or maer in a city or borough council where there is no directly elected mayor) is present at that meeting, they must preside. If the chairman is absent from a meeting of the full council, the vice-chairman shall preside or, if they are not present, another member of the council chosen by the members present shall preside. A member of the Cabinet cannot be chosen to preside at the meeting in these circumstances. In parish and community councils, the chairman or vice chairman must preside at a meeting of the council and, in both their absences, any councillor as the members present choose. In parish meetings, where the parish has a separate council, the chairman of that council must preside at a parish meeting or, in their absence, the vice-chairman of that council. If there is no separate parish council for the parish, the chairman of the parish meeting chosen for the year, if present, must preside.

This Practice Note explains how a financial dispute resolution (FDR) appointment may be conducted, including advice to be given to clients before the hearing, the role of the parties and the judge, the without prejudice nature of the FDR, proposals for settlement and what will happen if agreement is or is not reached. The provisions of the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955 are considered, as well as guidance issued in relation to the Financial Remedies Court and by the Family Justice Council. For practical guidance on preparation for the FDR appointment, including a list of issues to consider, see Practice Note: Preparation for the resolution-appointment-'>financial dispute resolution appointment. The FDR appointment ‘…must be treated as a meeting held for the purposes of discussion and negotiation’ and that ‘[p]arties attending the FDR appointment must use their best endeavours to reach agreement on matters in issue between them’. It is therefore essential that, as far as possible, there is sufficient information available for the parties, and the court, to have a clear picture