A deadlock is where parties to an agreement have an irreconcilable conflict and are therefore unable to reach agreement. This term is often used in connection with corporate joint ventures (JVs), in particular 50:50 JVs where no single party has a controlling stake in the JV and therefore all decisions require unanimity. Deadlock scenarios can also arise in non-50:50 JVs, such as where certain decisions require unanimity or where there are more than two JV parties and the outcome of a vote results in no majority. Certain disagreements can lead to deadlock stifling the joint venture company (JVC) from functioning properly. At the outset, it is prudent to consider the ways in which a deadlock could be resolved. Therefore, joint venture agreements (JVAs) typically contain deadlock resolution processes (which are often stepped) which need to be followed in order to resolve the deadlock situation. Setting out deadlock resolution processes in the JVA will save time and costs should a deadlock scenario arise and will also assist the parties to ensure the continuity of the JV. Sometimes, the same issues that give

Brief history Prior to its liquidation, Primeo Fund (Primeo) carried on business as an open-ended mutual investment fund. Primeo was promoted by Bank Austria and domiciled in the Cayman Islands. In the usual way, it raised money from investors which it then invested. Many of the investors were private individuals in Austria, who invested by subscribing for shares in Primeo. Initially, from 1993 to 1996, Primeo’s investments were placed for management with a number of investment managers, one of whom was Bernard L. Madoff Investment Securities LLC (BLMIS). The initial allocation of investments, approved by Primeo’s directors, provided for 7.5% of Primeo’s assets to be invested with BLMIS. In 1996, due to the apparent success of BLMIS, Primeo split into two sub-funds, with the original fund becoming a sub-fund called Primeo Global and a new sub-fund, Primeo Select, being set up to invest exclusively with BLMIS. In February 2001, it was resolved to discontinue the Primeo Global sub-fund, which had been much less successful than the

MLex: The EU’s flagship EU AI Act was meant to be an example of the ‘Brussels effect’, pioneering law that would inspire the word, but it ended up a target of the EU’s simplification agenda to realise the goal of greater European competitiveness. A political deal on 7 May 2026 on just how to simplify it expresses how businesses saw a chance to shed what many viewed as excessive regulatory burdens.

In relation to funds, generally means: —moving, transferring, altering, using, accessing —otherwise dealing with them in any way which would result in any change to their volume, amount, location, ownership, possession, character or destination, or —other change that would enable the funds to be used, including portfolio management In relation to economic resources, generally means using economic resources to obtain funds, goods or services in any way including, but not limited to, by selling, hiring or mortgaging them.

Under Rule 8, a Dealing Disclosure is required after a person deals in relevant securities of any party to the offer. If a party to the offer or any person acting in concert with it deals in relevant securities of any party to the offer, it must make a Dealing Disclosure by no later than 12 noon on the business day following the date of the dealing. If a person is, or becomes, interested in 1% or more of any class of relevant securities of any party to the offer, it must make a Dealing Disclosure if it deals in any relevant securities of any party to the offer (including by means of an option in respect of, or a derivative referenced to, relevant securities) by no later than 3.30 pm on the business day following the date of the dealing.

This precedent memorandum sets out the procedures to be followed by a listed company and its subsidiaries in relation to dealings in the company’s securities. The purpose of this memorandum is to assist the company to comply with its obligations under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to ensure that the company has the necessary systems and procedures in place to assist persons discharging managerial responsibilities (PDMRs) and other employees of the company and its subsidiaries to comply with their obligations under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent is the product of an industry-led development of codes, guidance and best practice prepared by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Index No. Content Page Introduction [page number] Part A—General dealing requirements [page number] 1. Dealings by Restricted Persons [page number] 2. Identifying Restricted Persons [page number] 3. Clearance procedure [page number] 4. Circumstances for refusal [page number] 5. Trading Plans and Investment Programmes [page number] 6. Acting as a trustee [page number] 7. Funds and portfolios of assets [page number] 8. Employee share plans, employee share awards and employee trusts [page number] Part B—Exceptions for PDMR Dealings during MAR Closed Periods [page

Background to client order handling requirements This Practice Note explains how firms authorised by the Financial Conduct Authority (FCA) are required to deal with and manage client orders. For specific guidance on best execution, see Practice Note: FCA best execution rules. The FCA's rules on handling client orders are contained in chapter 11.3 of the FCA's Conduct of Business Sourcebook (COBS 11.3) and implemented certain provisions of the recast Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II Directive) and the Markets in Financial Instruments Regulation (Regulation (EU) 600/2014) (MiFIR) (together with the MiFID II framework) as supplemented by the now assimilated Commission Delegated Regulation (EU) 2017/565 (the UK MiFID Org Regulation) (particularly Articles 67–69). Both the MiFID II Directive and MiFIR entered into force on 2 July 2014. As amended, the majority of the MiFID II framework has applied since 3 January 2018, and EU Member States had until 3 July 2017 to transpose the provisions of MiFID II into national law. MiFID II enhanced aspects of client ordering rules and the FCA therefore amended

This is the regulated activity of buying, selling, subscribing for or underwriting securities or contractually based investments on behalf of another (article 21 of the Regulated Activities Order).

Scope of this Practice Note This Practice Note provides information on the regulated activity of dealing in investments (either as principal or agent) which is found in article 14 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO), as has been amended from time to time. Authorised persons can obtain permission to deal in investments as principal, or as agent for another. Dealing in investments as principal or agent are specified activities. Dealing as principal or as agent Authorised persons can obtain permission to deal in investments as principal, or as agent for another. Dealing in investments as principal or agent are specified activities. Dealing in investments as principal Dealing in investments as principal is a regulated activity under RAO, SI 2001/544, art 14. The activity consists of: • buying • selling • subscribing for, or • underwriting securities or contractually-based investments (other than funeral plan contracts (see article 87 of the RAO) and rights to or interests in investments (see article 89 of the RAO)) as principal (ie

Whether a property is acquired, held or disposed of as part of an investment or trading (ie dealing) activity will dictate how the owner will be taxed. Land, more than most other assets, is capable of being held either as an investment or as trading stock and the proper treatment depends on the personal circumstances of each party to—the same transaction may be treated as an investment activity for one party and trading for another. This Practice Note highlights the key considerations in distinguishing between trading and investment activity in a property context. The same considerations apply to both profit-making and loss-making transactions. It also sets out HMRC's approach to enquiries into the trading or investment status of a property transaction. Specific scenarios, including mixed motive transactions, taxpayers both dealing and investing, and tenants dealing in superior interests in land are also discussed. The distinction between trading and investment will be relevant in practice in many circumstances, including: • when advising a property owner on the tax consequences of selling it

As defined in the glossary to the AIM Rules, a notification by the London Stock Exchange disseminated through a Regulatory Information Service which either admits securities to AIM or cancels or suspends them from trading on AIM or restores them to trading on AIM.

Planning analysis: In R (Kinsey) v LB Lewisham, the court had to consider the sharing of a confidential embargoed draft judgment (CEDJ) by a local council (the London Borough of Lewisham, the defendant) internally within the organisation and the issuance of an embargoed press release (EPR) before the judgment was handed down. The court held that the defendant did not breach the embargo on a CEDJ by circulating it internally to its officers and members having a professional connection to the case, in advance of it being handed down. Each of the individuals informed of the CEDJ needed to know of the outcome of the case to prepare themselves for the publication of the judgment. However, issuing an EPR which communicated substantive content from the CEDJ, prior to the judgment being handed down, was a breach of the court's embargo even if a publication embargo was imposed. Written by Sarah Fitzpatrick, head of Planning, Norton Rose Fulbright LLP; Giulia Barbone, associate, Norton Rose Fulbright LLP; Dani Bass, trainee, Norton Rose Fulbright LLP.