The competent authority relating to the Official List is the Financial Conduct Authority (FCA) and the FCA exercises the following general functions in relation to the Official List: (1) making rules; (2) providing guidance ; (3) determining the policy and principles for performing particular functions.

Provisions in the Immigration Rules for refusing entry clearance and leave to enter in addition to the need to fulfil the requirements of the rules relating to the specific category under which admission is sought (e.g. as a visitor or family member).

Businesses operating digital commerce websites (referred to as ‘traders’ below) may be subject to general information disclosure obligations under the following laws: • the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015, SI 2015/17 (Names and Trading Disclosures Regulations 2015)—see Practice Notes: Trading disclosures and Ongoing filing obligations and trading disclosures of a limited liability partnership • the Electronic Commerce (EC Directive) Regulations 2002, SI 2002/2013 (E-Commerce Regulations 2002)—see Practice Note: Information society services and e-commerce • the Provision of Services Regulations 2009, SI 2009/2999—see Practice Note: The Provision of Services Regulations 2009—impact on service providers and service recipients Most commercial websites are subject to the E-Commerce Regulations 2002 and the Provision of Services Regulations 2009. In addition, companies and limited liability partnerships (LLPs) are subject to the Names and Trading Disclosures Regulations 2015. These laws contain an extensive list of overlapping information regarding disclosure obligations. While not all of them may apply to all digital commerce websites, their applicability (especially in relation to the Provision

Consumer insurance and commercial insurance for businesses This Practice Note provides an overview of some of the most common types of insurance that are available, who might need them, and how they work. Generally speaking, insurance is divided into two categories: (a) insurance for consumers and (b) insurance for businesses. For consumers, the relevant statutory regime is the Consumer Insurance (Disclosure and Representations) Act 2012 (CI(DR)A 2012). CI(DR)A 2012 defines a consumer as an ‘individual who enters into the contract wholly or mainly for purposes unrelated to that individual’s business trade or profession’. The CI(DR)A 2012 deals with the issue of what a consumer must tell an insurer before entering into or varying an insurance contract. See Practice Note: A guide to the Consumer Insurance (Disclosure and Representations) Act 2012 for further information. For businesses, the legislative framework is the Insurance Act 2015 (IA 2015). The IA 2015 represents a paradigm shift away from what was considered to be an outdated and excessively

General intent describes the basic state of mind required for many criminal offences, where the prosecution need only prove that the accused meant to do the physical act in question, not that they intended a further specific consequence. It contrasts with “specific intent”, which requires proof of an intention to bring about a particular result (for example, intent to permanently deprive in theft). In England and Wales, Northern Ireland and Ireland, general intent is largely a doctrinal and teaching concept rather than a statutory term, though the distinction appears in case law and commentary on offences such as assault, battery and certain criminal damage offences. In Scots criminal law, the same idea is captured through discussion of mens rea (intention or recklessness) without a strong formal general/specific intent taxonomy. General intent is practically significant in criminal litigation for directing juries, analysing required mens rea, and determining the availability of certain defences (for example, voluntary intoxication often being a defence to specific intent but not general intent crimes). It also informs statutory interpretation and charge selection by prosecutors across the UK and Ireland.

Sources of financing Developing and developed sovereign debt financing can be carried out through multilateral, official bilateral or private commercial financing. The former two, are usually documented by means of loans. The latter can be documented by means of bond issuances and is often the main source of financing, though in some instances they can also take the form of commercial loan agreements which, due to the limited number of creditors they tend to be negotiated in private and mostly going unnoticed. As a result of the rapid increase of bond issuances, together with the increased frequency of virulent financial crises, bond restructurings have gained in importance, particularly for sovereign borrowers. Difficulties with sovereign debt restructuring Use of bonds to finance sovereign deficits has made capital markets more efficient and diversified. However, serious downsides emerge when a country faces unsustainable debt. These include: • increasingly numerous, anonymous, and difficult to co-ordinate creditors; • a variety of debt instruments involved and the range of legal jurisdictions in which debt is

A gift of something which if the testator leaves sufficient assets, must be raised by the executors out of the deceased's general personal estate.

This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. As well as deciding whether the transaction should be structured as a share purchase or asset purchase transaction, there are many issues that may need to be considered at the outset of the private equity buyout (MBO) transaction before due diligence and negotiation of the main transaction documentation. These issues may affect the main commercial and legal terms of the transaction, so it is advisable for all sides to consider them before agreeing outline commercial terms (and signing heads of terms for both the acquisition and equity components of the transaction) and setting out the timetable for the transaction. The issues described below (and in the Practice Notes linked to in this sub-phase) will potentially be relevant throughout the transaction (especially during negotiation of the formal documentation), but they are mentioned at this early stage since lawyers acting for all relevant parties should be considering them and advising their clients on these issues as early

This Practice Note is part of the Share purchase transaction collection. As well as deciding whether the transaction should be structured as a share purchase or asset purchase transaction, there are many issues that may need to be considered at the outset of the transaction before due diligence and negotiation of the main transaction documentation. These issues may affect the main commercial and legal terms of the transaction, so it is advisable for both sides to consider them before agreeing outline commercial terms (and signing heads of terms) and setting out the timetable for the transaction. The issues described below (and in the Practice Notes referred to below) will potentially be relevant throughout the transaction (especially during negotiation of the share purchase agreement), but they are mentioned at this early stage since lawyers acting for both parties should be considering them and advising their clients on these issues as early as possible. Corporate issues to consider Some key corporate law issues to consider at the outset of the transaction are summarised

General meetings are regulated by the Companies Act 2006, they can be held at any time provided the notice requirements are met. General meetings can either be called by the directors of the company or requisitioned by its members.

This Practice Note summarises the rights members have in relation to general meetings (including annual general meetings (AGMs)). The note examines the members' rights to: • call a general meeting • require the company to circulate a statement relating to a matter to be heard at a general meeting • propose resolutions or a matter to be discussed at the AGM of a public company or a traded company • ask questions at meetings and nominate a person to receive certain information (applicable to traded companies only), and • require audit information to be published on a website ahead of an accounts meeting, and the right to require directors to arrange an independent report on any poll vote taken (applicable to quoted companies only) Other members’ rights are also covered, including the right to be elected chair, and the rights of indirect investors. Right to request (or call) a general meeting In most circumstances, the directors of the company will call a general meeting. However the members also have the power to require directors

The following table summarises and compares the relevant provisions of the Companies Act 2006 (CA 2006) in relation to the rights of members in relation to general meetings (GMs) (including annual general meetings (AGMs)). For more comprehensive information on the provisions see Practice Note: General meetings (including AGMs)—members’ rights. Member right Which company? Type of meeting Voting threshold Limits to provision Action to be taken by company Costs and expenses Requisition a GM and include proposed text of a resolution to be moved (CA 2006, s 303) All companies GM At least 5% of paid-up capital carrying right to vote at meeting. Request must state general nature of business to be dealt with and may include text of a resolution that may properly be moved. Request may be in hard copy or electronic form and must be authenticated. Resolution may not be moved if ineffective, defamatory, frivolous or vexatious. Directors to call GM within 21 days.Meeting to be held no more than 28 days after notice (CA 2006, s 304).Members may convene meeting within three