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GLOSSARY
The portion of a company's authorised capital that has been issued by the company.
GLOSSARY
The entity issuing debt instruments (typically bonds or notes).
PRACTICE NOTES
Companies offering share plans to their international employees need to balance the objectives of their employee share plan with the regulatory and tax demands of global jurisdictions. While all companies start with a set of positive objectives for their share plans (ie employee ownership, stakeholder interests, increased engagement and motivation), the civil and even criminal penalties that can be levied for non-compliance as well as the reputational risk and adverse publicity are key motivations to ensuring global compliance at both parent company and local subsidiary level, for their multi-jurisdictional employee share plan. The complexity of legal issues and tax obligations and the speed at which these obligations change does not always make this compliance straightforward. Companies therefore need to have a very specific, structured and ongoing strategy in place to address and manage the challenges of operating share plans globally. In this Practice Note we will look at some of the ways companies can best tackle these compliance issues in an increasingly complex and changing global regulatory and tax framework. Securities
PRACTICE NOTES
This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase agreement (SPA) or asset purchase agreement (APA) is signed) and the later completion of the acquisition. At completion, the documents required to transfer title are executed and handed over to the buyer, meaning that the buyer acquires legal ownership of the company (in the case of a share purchase) or business/assets (in the case of an asset purchase) it is acquiring (the target). This gap in time may be a matter of a few days or a few months, depending on the nature of the reasons why completion is to be delayed. Split exchange and completion is very common, but should only take place where there is a distinct reason for it; one or more conditions that must be fulfilled after the SPA/APA has been signed and before the transaction can take effect at completion (see brief summary in 'Why conditions may be necessary'
CHECKLISTS
The employer (and its advisers) should consider the following issues: Preparatory steps • Obtain from the employer: ◦ a copy of the departing employee's latest contract of employment/other relevant documents containing contractual terms (NB these may be in a staff handbook) ◦ details of the contractual benefits enjoyed by the employee ◦ relevant information regarding the employee's pension benefits ◦ relevant information regarding any shares/share options, etc held by the employee. Consider the Articles of Association/any relevant shareholder agreement, share scheme documentation, etc. See also Shares and share options below Status of negotiations • Will negotiations take place between the parties directly, or between their respective legal advisers? • How strong is the employer's negotiating position? How strong are the employee's claims or potential claims? In the case of dismissal, is there a fair reason and has the employer carried out a fair procedure? Is the employer in repudiatory breach? What is the employer prepared to offer initially, and is that a 'take it or
CHECKLISTS
This Checklist on cryptoassets considers issues for dispute resolution lawyers to consider when dealing with claims involving cryptoassets. It considers the key procedural issues involved in pursuing a civil claim where cryptoassets (usually their recovery) are in some way involved. The particular intangible and international nature of cryptocurrencies, which allows parties to exploit the asset and move it around the globe into less favourable jurisdictions, has made them ripe for misappropriation and theft, with many cases focussed on the recovery of stolen cryptocurrencies. Although such claims may not be straightforward, the English courts have demonstrated a willingness to show flexibility in approach and to utilise the full panoply of procedures and rules at its disposal to facilitate effective attempts at civil recovery, see Practice Note: Cryptoassets—civil recovery. One of your first tasks, whatever the factual scenario involved in a civil claim, is to identify the parties involved (which can be a particularly difficult exercise), the potential causes of action (sometimes identifiable by first identifying the loss involved), the elements required to
PRACTICE NOTES
This Practice Note on managing artificial intelligence (AI) related civil disputes addresses issues for dispute resolution lawyers to consider when dealing with claims involving AI. It considers the key procedural issues involved in pursuing a civil claim where the subject matter of the dispute relates to AI technologies. The particular features of using AI: who develops it, how it is integrated into existing systems, its degree of autonomy and self-learning/correcting and the impact on third parties, as well as its highly technical nature in a swiftly evolving arena, all give rise to complexities in litigating such disputes. Whatever the factual scenario involved in a civil claim, the first tasks in assessing a claim will include identifying the parties involved, the potential causes of action, the elements required to establish a successful claim and the evidence (factual and/or expert) which will support your client’s claim and that which may negate the viability of your client’s claim. There are also likely to be questions of jurisdiction, service
NEWS
Local Government analysis: This must read case concerned a challenge to a public procurement exercise concerning waste collection services in the National Health Service (NHS). SRCL ltd, (SRCL) alleged that the winning bid was abnormally low and that the NHS had wrongly encouraged bidders to submit prices on the basis that TUPE 2006 regulations would not apply. The court dismissed the challenge and was critical of SRCL for various reasons. The court gave useful guidance on public procurement challenges including on the application of the limitation period and the court’s role on the question of whether a bid is abnormally low. Written by Alexander Campbell, barrister at Field Court Chambers.
PRACTICE NOTES
The rules relating to privilege, disclosure and waiver can vary widely from one jurisdiction to another. Cross-border co-operation between enforcement agencies has become increasingly common. This is evident in examples of deferred prosecution agreements (DPA) involving multiple jurisdictions and co-operation between the UK and other countries such as France and the USA. See Practice Note: DPAs in practice. With multi-jurisdictional issues, it is important to seek advice on privilege from a lawyer from each jurisdiction involved to ensure that important material retains privilege and that the risks to the client are minimised. For example, disclosure of privileged material on the basis of a limited waiver in one jurisdiction may amount to a complete waiver of privilege over that material in another jurisdiction. This Practice Note explains some of the issues relating to privilege which arise in cross-border investigations and the practical steps which should be taken to protect privilege. For information on legal privilege
NEWS
Pensions analysis: An appeal against a review of a police injury pension raised interesting questions about uninjured earnings comparators and whether the date for reducing a pension takes effect from the date of the Police Medical Appeal Board’s (PMAB) decision or from the selected medical practitioner’s earlier decision. Mark Lake, a lawyer at Cartwright King specialising in police practice and advising on all aspects of injury pension awards, discusses the issues.
GLOSSARY
Within public law children proceedings an issues resolution hearing is required primarily to identify the remaining issues, as far as possible resolve or narrow those issues, and to give directions for the resolution of the remaining issues.
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force. This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. Additional requirements following award of a public contract—pre-PA 2023 Occasionally, following the award of a contract for works, services or supplies under the Public Contracts Regulations 2015 (PCR 2015), SI