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PRECEDENTS
Article 18(1) of the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation)) provides that an issuer or any person acting on an issuer’s behalf or account must draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, eg advisers, accountants or credit rating agencies. The Financial
PRECEDENTS
Article 18(1) of the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation)) provides that an issuer or any person acting on an issuer’s behalf or account must draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, eg advisers, accountants or credit rating agencies. The
PRECEDENTS
Article 18(1) of the UK Market Abuse Regulation Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation) provides that an issuer or any person acting on an issuer’s behalf or account must draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, eg advisers, accountants or credit rating agencies. The Financial Services Act 2021 amended Article 18(1) to clarify that both issuers and any person acting on their behalf or on their account are each required to maintain insider lists. This amendment came into force on 29 June 2021. An SME growth market is defined in
GLOSSARY
Trading in shares when in possession of price sensitive information that is not known to the market. This is illegal in most countries.
NEWS
Law360, Expert Analysis: On 8 April, the Financial Conduct Authority (FCA) published a report on due diligence controls across a wide range of regulated firms. it identified a mix of effective practices alongside areas for improvement . Emma Radmore, legal director, Stephen Wilson, managing associate and Laura Wiles, solicitor, all at Womble Bond Dickinson, examine the FCA's findings on due diligence controls, including its expectations on customer due diligence (CDD) and enhanced due diligence (EDD) processes and the broader implications for regulated firms.
NEWS
Law360, Expert analysis: Against the backdrop of greater focus on European competitiveness and a changed geopolitical landscape following the US presidential election, the European Securities and Markets Authority (ESMA) is consulting on draft regulatory technical standards (RTS) for open-ended loan-originating alternative investment funds, or AIFs, under the AIF Managers Directive (EU) 2024/927 of the European Parliament and of the Council of 13 March 2024 (AIFMD II). Aaron Mulcahy, partner at Maples Group, highlights the growth in semi-liquid evergreen funds and sets out the key proposals of ESMA in the standards
GLOSSARY
The term ‘insistent client’ is commonly used to describe an individual who has received advice (ie a personal recommendation) and chooses to do something different than what was recommended. The conduct-authority'>Financial Conduct Authority (FCA) inserted a definition of ‘insistent client’ in COBS 9.5A.2. Under this definition, an insistent client is a client who: • receives a personal recommendation from a FCA-regulated firm • decides to enter into a transaction which is different from that recommended by the firm in the personal recommendation, and • wishes the firm to facilitate that transaction
GLOSSARY
This can be defined by two alternative tests (Insolvency Act 1986, s 123): • cash flow test: a company is solvent if it can pay its debts as they fall due, no matter what the state of its balance sheet (Re Patrick & Lyon Ltd [1933] Ch 786); • balance sheet test: a company which can pay its debts as they fall due may be insolvent if, according to its balance sheet, liabilities (including contingent liabilities) exceed assets.
PRACTICE NOTES
This Practice Note considers arrangements under section 110 of the Insolvency Act 1986 (IA 1986) (also known as section 110 arrangements, section 110 demergers / section 110 schemes / section 110 transfers / section 110 liquidation schemes / section 110 reconstructions). It considers the rationale behind them, the typical deal structure, the reconstruction agreement, how dissenting shareholders can challenge and tax issues. What is a section 110 arrangement? A section 110 arrangement is a statutory mechanism for dividing or demerging businesses or assets held within or owned by a single legal entity, so that after the transaction they are held by two or more legal entities. They are only available as part of a voluntary liquidation, albeit almost invariably a solvent liquidation, ie members’ voluntary liquidation (MVL). With proper planning they can be very tax-efficient compared to other procedures. At its simplest, a section 110 arrangement is a tripartite arrangement between (i) a company in liquidation acting by its liquidator, (ii) a new company which acquires all or part of that company’s
CHECKLISTS
Arrangements under section 110 of the Insolvency Act 1986 (IA 1986) (section 110 arrangements) are often used to divide up a company's business and/or assets into separate undertakings. The arrangements are only available as part of a voluntary liquidation, with proper planning they can be very tax-efficient. At its simplest, a section 110 arrangement is a tripartite arrangement between: • a company in liquidation (the Transferor) acting by its liquidator (the Liquidator) • a new company which acquires all or part of that company's business and/or assets (the Transferee), and • the shareholders of the Transferor The shareholders of the Transferor usually receive, via the Liquidator, as a distribution 'in specie' in the winding up, shares in the Transferee, which constitute all or part of the consideration for the transfer. It is possible to effect business or asset splits and, therefore, there may be more than one Transferee. For more information, see Practice Note: Insolvency Act 1986 section 110 arrangements. The table below sets out certain steps
GLOSSARY
The time when a company is insolvent or is verging on insolvency.
GLOSSARY
A person authorised by a regulated body to take appointments in the insolvency of individuals or companies. Also referred to as an Office-holder.