There is no specific regulatory requirement to have a file audit/review process. However, firms that have or wish to achieve Lexcel accreditation must have a file review system in place and professional indemnity insurers often enquire about a file review system as this is a sign of good risk management. The SRA does not give any guidance on how to conduct file audits/reviews but the Lexcel standard says that reviews must be regular and the procedure must be independent, involve a review of either the management of the file or its substantive legal content, or both, and include: • defining file selection criteria • defining the number and frequency of reviews • retaining a record of the file review on the matter file and centrally • ensuring any corrective action which is identified in a file review is acted upon within 28 days and verified by the reviewer • ensuring that the designated supervisor reviews and monitors the data generated by file reviews • conducting a review at least annually

Offering clear and well-supported career development pathways is essential when it comes to attracting and retaining top talent and ensuring the long-term success of the firm. A well-structured career development framework that is firmly embedded into the culture of the organisation will demonstrate a clear commitment to growing the team alongside the business. This Practice Note explores how law firms can attract and retain top talent, support long-term business success, and demonstrate a clear commitment to employee growth through the development of clear and well-supported career pathways. It covers aligning career development initiatives with the firm’s strategic goals, exploring career progression options within a law firm environment, creating an effective career development framework, the role of learning and development, equipping managers with the skills to support and drive the programme, and key diversity, equality and inclusion considerations. Aligning career development with strategic goals For career development to be fully effective, it needs to be embedded into the fabric of the firm and, for that to happen, it should clearly and explicitly

This Practice Note explains how career development in law firms should be viewed as an ongoing journey and highlights how a clear understanding of your goals, and how you plan to achieve them, can support long-term professional growth. It explores how a well-structured career development framework can help lawyers progress in their careers, whether they are pursuing a traditional route to partnership or considering a less conventional path. The Practice Note also covers building a personal development plan, balancing career ambitions with personal commitments, applying for promotions, projects and secondments, and developing your professional profile. Choosing your route Career development should start with a period of reflection—taking time out to really think through where you want to go and how you want to get there will help you build a route that works best for you. No one can see the future so these things will never be definite, but they are a useful map to refer to when temporary setbacks happen. This Practice Note considers two main

A hybrid meeting is a shareholder meeting format offering simultaneous physical and remote electronic participation. In recent years, there has been a growing interest in the holding of hybrid general meetings and annual general meetings (AGMs). This trend was initially driven by advances in remote communication technology and was then significantly furthered by necessity during the coronavirus (COVID-19) pandemic due to restrictions on gatherings. Many companies now offer their members the ability to attend meetings via some form of remote communication technology. There is also interest in holding entirely virtual meetings (where shareholders can only attend and vote using an online platform) However, now that we are a few years on from the COVID-19 pandemic, popular opinion has generally steered away from companies holding virtual meetings due to some institutional investor concern about a meeting structure which does not offer a physical option (other than in times of emergency and/or when governmental guidelines require such a format). Reasons for this include the perceived importance of members being able to question management

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must not reduce its capital, except as prescribed by law. This capital maintenance rule is intended to protect a company’s creditors by ensuring that the assets representing the capital of a company remain available to them for future recourse. Under the Companies Act 2006 (CA 2006), a limited company having a share capital may reduce its capital by: • a redemption of its shares, in accordance with the rights attaching to them and CA 2006, Pt 18, Ch 3 • a purchase of its own shares in accordance with CA 2006, Pt 18, Ch 4, if that purchase is followed by a cancellation of those shares • an acquisition of its own shares otherwise than for valuable consideration or a purchase of own shares in pursuance of a court order referred to in CA 2006, s 659(2)(b), if that acquisition or purchase is followed by a cancellation of those shares

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to purchase its own shares (for the purpose of this Practice Note, references to a listed company are to a company that has a listing of equity shares in the equity shares (commercial companies) category). In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must comply with the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. An AIM company is also subject

This short ‘how to’ guide sets out the steps to be followed, including the documentation required, for parties to carry out a share purchase transaction by way of share for share exchange. A share for share exchange transaction is a transaction which involves a buyer acquiring the shares in a private limited company (the target company) from the target company’s shareholders (the sellers) and allotting/issuing shares in the buyer (consideration shares) to the sellers as the consideration for such purchase. The buyer provides this form of consideration to the sellers instead of, or in addition to, other forms of consideration such as cash. An illustration of the position of the transaction parties both prior to and following completion of a share for share exchange transaction is set out below: Implementation of a share for share exchange transaction The steps to be taken to carry out a share for share exchange transaction, including the documentation to implement such transaction, will be primarily the same as for a share purchase transaction where the

This short guide provides practical guidance on how to carry out a verification exercise on a prospectus or AIM admission document prepared in connection with the admission of a company’s shares to trading on the main market of the London Stock Exchange (Main Market) or to trading on AIM. This guide refers to verification of a prospectus and admission document. Other communications made by the company in the context of an IPO or secondary offer will also need to be verified, such as investor presentations and press announcements, although the information in these documents should in any case be consistent with the prospectus/admission document. For more information on verification, see Practice Note: Admission to AIM—due diligence and verification and for example verification notes, see Precedents: Skeleton verification notes—AIM and Skeleton verification notes—secondary offers. What is verification? Verification is an important but time consuming process which involves checking each statement made in a prospectus or admission document in order to protect those who have responsibility for the document from civil and criminal liability. All

This is a practical step-by-step ‘how to’ guide to exchanging existing tax-advantaged enterprise management incentives (EMI) options over shares in an original company for equivalent EMI options over shares in an acquiring company, while seeking to preserve the EMI tax advantages. The statutory conditions are detailed and transaction-specific, so the legal and tax implications should be checked carefully for each rollover, as well as the valuation aspects. Practical planning and timetabling will also be needed, so that the rollover process operates effectively alongside the wider corporate transaction. For more detailed analysis of the considerations set out in this guide, see also Practice Note: EMI—rollover of options and Precedents: EMI options—checklist for rollover of options, EMI rollover agreement and EMI—rollover offer letter. 1. Review the existing EMI options’ terms and confirm why a rollover is preferred and its potential impact Prepare a schedule of option holders, grant dates, shares under option and exercise prices and check the relevant option scheme rules and option agreements for exercise, lapse, rollover and corporate event provisions

This is a ‘how to’ guide, or task-based toolkit, on carrying out redundancy consultation where the statutory collective consultation obligations apply. It sets out how an employer should consult with appropriate representatives in a redundancy situation, and outlines the process for consulting with appropriate representatives and individual employees. For a how to guide on consulting with individuals where the statutory collective consultation obligations do not apply, see Practice Note: How to carry out individual redundancy consultation. Initial considerations—what kind of consultation is required When dealing with a redundancy situation, one of the first things for the employer to consider is whether it needs to consult collectively with staff (or appropriate representatives) or on an individual basis only. The employer will need to consult collectively with staff in the following circumstances: • where it is proposing to dismiss as redundant 20 or more employees at one establishment within any period of 90 days or less. (see: Deciding whether statutory collective consultation is required below). In these circumstances, the employer has statutory obligations under the Trade Union

This is a ‘how to’ guide, or task-based toolkit, on consulting with individuals in a redundancy situation where the statutory collective consultation obligations do not apply. For a how to guide on carrying out redundancy consultation where the statutory collective consultation obligations do apply, see Practice Note: How to carry out collective redundancy consultation. Initial considerations—what kind of consultation is required When dealing with a redundancy situation, one of the first things for the employer to consider is whether it needs to consult collectively with staff (or appropriate representatives) or on an individual basis only. The employer will need to consult collectively with staff in the following circumstances: • where it is proposing to dismiss as redundant 20 or more employees at one establishment within any period of 90 days or less, the employer has statutory obligations under the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992) to inform, consult, and notify the Secretary of State in advance, using Form HR1 • even if the threshold for collective consultation is not reached,

This Practice Note discusses the main legal and practical aspects of applying legal professional privilege during a disclosure exercise and it provides guidance as to how to decide if a document is privileged from production and to protect it as such. The purpose of legal professional privilege This guidance addresses categorising and protecting documents and information under the laws of England and Wales governing legal professional privilege. Equivalent laws in other jurisdictions may be significantly different. Local advice should be taken, especially where document-flows cross geographical boundaries. Legal professional privilege is a legal right for any person or legal entity requiring and receiving legal advice about their legal position (in this guidance called ‘the client’). It is a protective principle enabling such parties to seek legal advice without having to disclose either the request they made for it or the legal advice given to them in response. It is designed to ensure that the client can take advice confidentially about its legal position and options based on the legal advice