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PRACTICE NOTES
All regulated law firms and individuals must act in a way that encourages equality, diversity and inclusion. It is about more than complying with your legal and regulatory obligations, however. Put simply, it is the right thing to do. As a bonus, it can inspire public confidence in the legal profession and provide benefits for your firm’s business. The Solicitors Regulation Authority (SRA) expects you to be proactive and take proportionate action to encourage a diverse workforce at all levels in your firm. This Practice Note provides information for firms about attracting diverse talent to work with them. It considers what diverse talent is, different ways to recruit diverse talent, the importance of employer branding and who should be responsible for attracting diverse talent. Additional information about different aspects of diversity and inclusion (D&I) can be found in Practice Notes: • Unconscious bias—law firms • Diversity monitoring—law firms • Retaining diverse talent—law firms The SRA has published guidance on diversity in Recruitment, retention and progression. In addition, the SRA’s Law firm diversity
GLOSSARY
The process of apportionment of the liability for remediation action between different liability groups.
GLOSSARY
Separating the return achieved by a fund manager into its constituent parts (eg asset allocation and stock selection) to show where value was added.
PRACTICE NOTES
FORTHCOMING CHANGE relating to the reform of offshore anti-avoidance legislation: On 21 July 2025, HMRC published a summary of responses to its call for evidence on personal tax offshore anti-avoidance legislation, following a consultation period which ran from 30 October 2024 until 19 February 2025. The call for evidence asked high-level questions about several areas of legislation, one of which was the rules on attribution of gains to participators in non-UK companies. In its call for evidence outcome document published on 21 July 2025, the government stated that it would consider further how best to engage with relevant experts in shaping and taking forward further consultation in this area (as a whole). The government then provided an update at the Autumn Budget 2025 stating that the it has committed to an ambitious reform agenda following the call for evidence and plans to substantially simplify the legislation in this area. The announcements at Autumn Budget 2025 also state that HMRC will adopt a co-creation approach working with a small group of external experts from
GLOSSARY
The method used by a central bank (eg Bank of England) to issue government bonds (gilts).
GLOSSARY
A letter setting out details of the auction process which is usually distributed by the corporate finance advisers to carefully selected potential buyers together with the information memorandum. Its purpose is to ensure that proposals for the acquisition of the target company/target business are provided in a timely manner and on a consistent basis. This in turn enables the seller to compare each proposal on a meaningful basis and to highlight any particular issues that the seller may have in completing the transaction in the time required (eg external and internal approvals and consents). It is not meant to solicit binding offers for the target company/target business.
GLOSSARY
A share sale/asset sale by way of auction elicits competitive bidding for the target company/target business among interested parties at the highest price and on the best possible terms. Auctions can be run with many bidders or can be targeted with a select few bidders (which generally depend on the market in which the target company operates and the nature of its business/on the nature of the business and the market in which it operates). The seller will generally take control of an auction process and appoint various advisers to act on its behalf, eg an investment bank, which will market the sale of the target company/target business on its behalf.
CHECKLISTS
This Checklist summarises the key steps involved in a share or asset sale transaction proceeding by way of an auction, and highlights the additional issues which arise for both the seller's and buyer's lawyers as a result of the auction process. Issue Guidance Role of the seller's lawyers The seller's lawyers' role is more extensive in an auction sale than in the typical bilateral sale since it generally involves:—greater work in preparing for the auction sale (with regards to due diligence and operating the auction process, liaison with the seller's financial adviser, if it has one with primary responsibility for running the auction, and drafting of a complete set of pro-forma sales documentation)—negotiating and dealing with several different bidders—a larger legal team, particularly to handle several different and sometimes contemporaneous sets of negotiations, and—larger fees but also, in terms of the law firm's client relationship and reputation, additional responsibilities and exposure to both the client and its other (especially financial) advisers Role of the buyer's lawyers The buyer's role tends to differ from that
PRECEDENTS
Letterhead of corporate finance advisErs [Insert name of recipient] [Insert address of recipient] [insert date] Dear [insert name] Sale of [Insert name of company or business] (target) We enclose copy number [insert number] of a confidential information memorandum (Information Memorandum) for the Target. The Information Memorandum is provided to you in commercial confidence and in accordance with the terms of the confidentiality [letter OR agreement] signed by you on [insert date], a copy of which is also enclosed. The Information Memorandum has been or will be sent to other select parties, all of whom will be bound by similar confidentiality arrangements. The purpose of the Information Memorandum is to assist you and such other parties in deciding whether or not to enter into negotiations to acquire [the whole of the issued share capital of the Target [or part thereof] OR some or all of the business and assets
PRECEDENTS
Sale of [insert name of company or business]: Timetable Timing Action Responsibility Seller preparations IM – [insert number] days Appoint seller’s team of corporate finance and professional advisers Seller From IM – [insert number] days to IM – [insert number] days Conduct vendor due diligence Seller/Seller solicitors IM – [insert number] days Identify and approach potential bidders Seller/Seller corporate finance advisers From IM – [insert number] days to IM – [insert number] days Prepare information memorandum and marketing presentation Seller/Seller corporate finance
PRACTICE NOTES
Auction processes play an important role in particular industries, for example, in the private equity industry or in government privatisations, or in large value transactions. A sale by way of auction is designed to elicit competitive bidding for the business among interested parties at the highest price and on the best possible terms. For the seller, there is a high certainty that the sale will be completed to a preferred bidder, preferably from management’s point of view. Auctions can be run with many bidders or can be a targeted with a select few bidders. This will depend on the nature of the business and the market in which it is operated. The seller of the business will generally take control of an auction process and will appoint various advisers to act on its behalf, for example, an investment bank, who will market the sale of the business on behalf of the seller. Advantages and disadvantages of the auction process for the seller and bidders The seller: advantages and disadvantages of selling a business by auction sale The advantages
PRACTICE NOTES
Auction processes play an important role in particular industries, for example, in the private equity industry, in government privatisations, or in large value transactions. A share sale by way of auction is designed to elicit competitive bidding for the target company among interested parties at the highest price and on the best possible terms. For the seller, there is a high certainty that the sale will be completed to a preferred bidder (which is preferable from management's point of view). Auctions can be run with many bidders, or they can be targeted with a select few bidders. This will generally depend on the market in which the target company operates and the nature of its business. A seller will generally take control of an auction process and will appoint various advisers to act on its behalf, for example, an investment bank, who will market the sale of the target company on behalf of the seller. Advantages and disadvantages of the auction process for the seller and bidders The seller: advantages and disadvantages of selling a company by auction sale The