A private equity transaction, ie a venture capital, buyout or development capital transaction, will involve the investment by a private equity (or venture capital) fund investor (the investor) in the securities, eg shares and loan notes, of a private limited company incorporated in England and Wales (Company). In a venture capital or development capital transaction, the investor will invest directly in securities of the Company/its group, becoming a shareholder in the Company alongside the founders of the business. In a management buyout transaction (MBO), the investor will also invest in securities in a newly established Company (or group of companies) which will be formed to carry out the acquisition of a target company or business (target). In such transactions, the investor will hold shares in the Company alongside target management, who post-acquisition of the target will also hold securities in the Company/its group. While post-investment much of the day to day management and operation of the Company/its group will be left to the management team or founders of the relevant business, ie in an MBO

Background Environmental, social and governance (ESG) issues have become an area of increased focus for institutional investors in recent years with many proxy advisors to institutional investors producing specific guidance on ESG matters and making recommendations to their institutional shareholder clients, on voting strategy and other aspects of good stewardship. Given the significant shareholdings in listed companies held by institutional investors and the fact that many investors rely heavily on proxy advisors when making voting decisions, many listed companies play close attention to proxy advisors’ guidelines and voting recommendations. For further details on proxy advisors, including how they are regulated and their influence on listed companies, see Practice Note: Proxy advisors and ESG rating agencies—fundamentals. This Practice Note focuses on these institutional investor guidelines. For general information on the legal and regulatory framework governing company’s reporting on ESG issues, including the requirements under the Listing Rules, the UK Corporate Governance Code (UKCG Code), the Task Force on Climate-related Financial Disclosures (TCFD) and other reporting frameworks, see Practice Notes: CSR, ESG and human

Law360, London: A High Court judge ruled on 26 August 2022 that a company run by property entrepreneur Nick Candy must provide £1.5m to continue a worldwide freezing order against a dotcom-era tech investor he has accused of fraud.

Law360, London: An investment firm must pay over £2.1m (US$2.7m) in damages for 'unashamedly misappropriating' a software developer's application designed to help the elderly care industry, a London court ruled.

Law360: A judge at a London court has paused a businessman’s £1m lawsuit against a foreign exchange company over its settlement guarantee for money owed from promissory notes issued in Turkey to allow a Turkish court to pursue the matter.

Arbitration analysis: US investors brought an ICSID claim against Poland for unfair tax treatment. The Tribunal declined jurisdiction on the basis that tax matters were excluded under the relevant bilateral investment treaty (BIT). The investors applied to set aside the Award to the Paris Court of Appeal who rejected the appeal on the basis that arguments not previously ventilated before the Tribunal could not be relied on before the court. The Court of Cassation quashed this ruling and the investors applied again to the Paris CA to set aside the Tribunal's ruling. The investors argued that the application of the tax rules had been discriminatory and the refusal of jurisdiction by the Tribunal was contrary to the interpretation of the BIT under Vienna Convention principles. The Paris CA refused to set aside the Tribunal's award. Written by Andrew Rigden Green, partner, head of International Arbitration Greater China at Stephenson Harwood, Hong Kong.

The investors in a equity'>private equity fund, who will be mainly institutional investors. Typical investors will include pension funds, sovereign wealth funds, funds of funds and university endowments although high net worth individuals and family offices may also invest. The investors will be the limited partners in a limited partnership fund.

Mealey’s: On 14 August 2025, three entities filed briefs urging the US Supreme Court to deny review of whether federal courts have jurisdiction over petitions to confirm intra-EU awards against the Kingdom of Spain that are unenforceable in the EU, arguing that the arbitral awards against it were properly issued under Spain’s pre-existing Energy Charter Treaty (ECT) obligations.

Law360:: Investors have urged the UK to adopt new pension reforms designed to improve how pension schemes invest and operate following a call for evidence as the government carries out a review of pensions investment.

Arbitration analysis: Two coal investors, one German and one Dutch, and the Kingdom of the Netherlands discontinued an arbitration brought by the investors for €1.4bn in damages based on a ban of coal-powered energy plants after the highest court in Germany declared the investors’ arbitration claims impermissible under EU law, an International Centre for Settlement of Investment Disputes (ICSID) tribunal found in an order taking note of the arbitration’s discontinuance.

Award of free shares under the [insert name of company] Share Incentive Plan (SIP) We are pleased to tell you that you are eligible to receive an award of free shares under the [insert name of company] Share Incentive Plan. The [value OR number] of free shares you will receive is [insert number or value of free shares][subject to a maximum value of free shares of £3,600.] You will be provided with the relevant details of your free shares after the award has been made. [Insert any details of any criteria used to determine the entitlement to free shares (remuneration, length or service or hours worked.] [Insert details of any applicable performance allowances] [If you want to accept your free shares, you should follow the instructions below. The deadline for accepting the free shares is [date]. OR If you want to accept your free shares you don’t have

Invitation to buy partnership [and receive matching] shares under the [insert name of company] Share Incentive Plan We are pleased to tell you that you are eligible to participate in the [insert name of company] share incentive plan. The plan gives you the opportunity to buy shares in [insert name of company] through monthly deductions from your pre-tax salary. [As added benefit, you will also receive [insert number of matching shares] extra share [s] for every [insert number of partnership shares] share[s] you purchase (these are called matching shares)]. If you want to take part in the plan, you should follow the instructions below. [There is no deadline for applications – you can choose to take part at any time. OR The deadline for applications is [insert date of deadline]]. All employees who [have [[insert number of months of qualifying period] months of service OR been employed with the group since [insert date from when qualifying period began]] and] remain employed at the date of the first deduction from salary are