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PRECEDENTS
This Precedent Corporate social responsibility—CSR—action plan can be used to help firms document their specific CSR commitments. This Plan will also assist with the setting of measurable targets and assessing progress against these. Click to download
PRECEDENTS
1 Introduction 1.1 We consider corporate social responsibility (CSR) to be an important part of the manner in which we conduct our business. CSR means we acknowledge that, as a business, we have a responsibility to our customers, staff, suppliers and other stakeholders as well as the broader society in which we operate. We aim, through our organisation’s practices and policies, to create value for our staff and customers, minimise our impact on the environment and improve the quality of the local community. 2 Our strategy 2.1 We believe that having a clear and focused CSR strategy with clear aims and objectives has real benefits for our organisation. 2.2 We rely on having a healthy, diverse and talented workforce and seek to recruit and retain the best people. We must also ensure we are known for offering a high level of service to our customers. We aim, therefore, for our business to reflect the environmental and social issues that are important to our staff and our customers, as well as other relevant stakeholders. We also acknowledge that, for long-term commercial success, we rely
PRACTICE NOTES
This Practice Note considers regulatory requirements relating to corporate social responsibility (CSR). For information about CSR strategies and formulating a CSR policy, see Practice Note: How to formulate your organisation's approach to corporate social responsibility—CSR. Although there is no single piece of CSR legislation setting out specific obligations for businesses, there is a vast array of legislation relating to equality and diversity (E&D)—see section: Equality Act 2010. These are all key ingredients of CSR. You should also consider any regulatory or practice standard/accreditation requirements around CSR. SRA requirements There is no SRA requirement for a law firm to have any form of CSR strategy or policy. However, firms may find that having a clear CSR policy can help them focus their business processes to produce an overall positive impact for clients. CSR has many links with E&D and firms should keep in mind their regulatory obligations relating to E&D. Equality Act 2010 The Equality Act 2010 (EqA 2010) makes it illegal to discriminate against people including those with a disability or because of their age.
PRECEDENTS
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PRACTICE NOTES
While trustees of defined benefit (DB) schemes are usually not parties to the sale and purchase agreement in corporate transactions, they nevertheless have a very significant role to play. They also need to have a fundamental understanding of scheme funding issues in order to have a clear overview of the issues involved in a corporate transaction. Among other things, trustees are responsible for protecting members' promised benefits and are encouraged by the Pensions Regulator to take an active role in managing funding deficits by assessing the financial strength of the employer, commonly referred to as the employer’s covenant, and, where appropriate, negotiating funding improvements with the sponsoring employer. In this, the Pensions Regulator expects trustees to have up-to-date knowledge of the strength of the employer covenant by carrying out regular employer covenant assessments. While the trustees have fiduciary duties to act in the best interests of the beneficiaries of the scheme, this duty is balanced against their duty to take the employer's interests into account (noting that the employer may
PRACTICE NOTES
STOP PRESS: With effect from 1 January 2027, section 25 of the Employment Rights Act 2025 (ERA 2025) amends the qualifying period for ordinary unfair dismissal set out in section 108 of the Employment Rights Act 1996 (ERA 1996) from two years to six months, and removes the cap on the compensatory award in ERA 1996, s 124. Transitional provisions are set out in the Employment Rights Act 2025 (Commencement No 4 and Transitional and Saving Provisions) Regulations 2026, SI 2026/559. For information on the implications of the reduction in the unfair dismissal qualifying period for probationary periods, see Practice Note: Probationary periods. This Practice Note will be reviewed shortly. This material considers the UK GDPR regime, and legislative links are to Assimilated Regulation (EU) 2016/679, UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018), except where expressly stated otherwise. For a more detailed introduction to the UK GDPR generally, see Practice Notes: The UK General Data Protection Regulation (UK GDPR) and UK GDPR and EU
PRACTICE NOTES
STOP PRESS: Regulation (EU) 2026/1744 amending Regulation (EU) 2024/1689, Regulation (EU) 2018/1139 and Regulation (EU) 2023/1230 as regards the simplification of the implementation of harmonised rules on artificial intelligence (Digital Omnibus on AI) was published in the Official Journal on 24 July 2026 and entered into force on 27 July 2026. This Practice Note will be updated shortly to reflect amendments to Regulation (EU) 2024/1689, the EU Artificial Intelligence Act. For further information on the changes introduced by the Digital Omnibus on AI, see Practice Note: EU Digital Omnibus—tracker and News Analysis: Digital Omnibus proposal—re-writing the EU's digital rulebook. Corporate transactions are a frequent feature of a lawyer’s life and can be one of the most challenging. In addition to dealing with the specific features of the acquisition (such as its structure and pricing) the lawyers investigate key aspects of the target’s activities in order to identify and report on risks, negotiate appropriate protections for each party and put in place transitional arrangements to allow a smooth change of ownership. As an indispensable
CHECKLISTS
This checklist introduces a selection of issues that may arise in corporate transactions involving financial services businesses. It does not consider more general issues relevant to all corporate transactions. The precise nature of the business subject to the reorganisation or corporate transaction will determine the emphasis to be placed on issues. In this checklist, the term 'corporate transaction' is used to refer to a sale, purchase, business reorganisation or other similar activity. This checklist should be read in conjunction with Purchasing FCA and PRA authorised firms—checklist. This checklist does not consider requirements relating to listing, the disclosure and transparency regime or the prospectus regime. Common issues—corporate transactions and financial services businesses Documentation The reasons behind a corporate transaction and the type of transaction will generally determine the approach to be adopted (eg asset or share transaction) and the documentation involved. • Is the scope and plan for the corporate transaction clear? • Is the corporate transaction intra-group or does it involve a third party? • Is it clear what is required to document the transaction correctly
PRACTICE NOTES
Corporate transactions involve a large team of solicitors from a range of disciplines and other specialist professional advisers who must work closely together, often to a very tight timetable. If property assets are involved in the transaction, then property solicitors and other property specialists will be an integral part of this process. This Practice Note discusses how the property solicitor should manage communications and documents effectively in corporate transactions. Before commencing transaction—initial considerations Before the property solicitor starts working on the transaction they should establish: • which party they are acting for. The buyer usually prepares the first draft of the sale agreement, unless the sale is by auction • how the deal is being structured (ie asset or share sale) • who their instructions will come from (the client contact should ideally be someone with property knowledge, particularly when acting for the seller) • the details of the property solicitor on the other side of the deal (in order to make contact as soon as possible) • the relative importance and value of property assets
PRACTICE NOTES
Purchasers and vendors consider a range of issues when undertaking due diligence during a commercial transaction for acquisition or sale of a businesses and its associated sites and plant. Consideration of environmental issues should be included within any due diligence exercise for the business. 'Caveat emptor', meaning 'let the buyer beware', is a common law principle meaning the seller is under no duty to disclose material facts to a prospective buyer, so the buyer needs to undertake their own enquiries. Regulatory environmental requirements may have significant capital expenditure implications and environmental risks may alter the overall risk profile for a business. Legal compliance issues may affect business reputation, and enforcement action may affect the long term viability or profitability of a business. Commissioning an environmental consultant It is important to provide the context of any proposed transaction to your environmental consultant when commissioning the due diligence in order for an appropriate assessment of potential liabilities to be undertaken. The following should be considered: • What is the proposed transaction?—sale,
PRACTICE NOTES
The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being brought into force over a series of commencement dates. Many of its provisions only takes effect once detailed secondary legislation and guidance has been put into place, while others necessitate the introduction of new technical processes and tools before they can come into operation. The key objectives of ECCTA 2023 are to prevent the use of corporate structures in the United Kingdom for crime and terrorism, strengthen the UK’s broader response to economic crime and support enterprise by improving the efficiency of the UK’s companies registry, including the reliability of its data. For details of the background to ECCTA 2023 and the latest developments relating to it, including consultation papers, secondary legislation and guidance, see Practice Note: The Economic Crime and Corporate Transparency Act 2023—tracker. Key changes to company registers ECCTA 2023 makes the following changes to company registers and associated information and filing requirements: • the option to hold a register of members centrally at
PRACTICE NOTES
The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being brought into force over a series of commencement dates. Many of its provisions will only take effect once detailed secondary legislation and guidance has been put into place, while others necessitate the introduction of new technical processes and tools before they can come into operation. The key objectives of ECCTA 2023 are to prevent the use of corporate structures in the United Kingdom for crime and terrorism, strengthen the UK’s broader response to economic crime and support enterprise by improving the efficiency of the UK’s companies registry, including the reliability of its data. Since 6 April 2016, it has been necessary for a company (and certain other types of entity) to collect and record information about the people with significant control over it (its PSCs). The PSC regime was introduced to make available accurate and current information on who ultimately owns and controls certain type of entity, which in turn helps to inform potential