This is the regulated activity of managing assets belonging to another where discretion is exercised and the assets are a security or contractually based investment (article 37 of the Regulated Activities Order).

Introduction When a business is acquired, when firms merger, or when a joint venture is established, it is necessary to consider whether the transaction will be subject to merger control rules in any jurisdiction in which a party is active. There are merger control regimes in over 150 jurisdictions throughout the world, the vast majority of which require mandatory notifications to be filed if the specified thresholds are met. Penalties can be, and are, imposed on companies that fail to notify transactions and deals can be suspended until competition authorities have cleared them. In many of those jurisdictions, a transaction cannot be completed until the relevant authority has issued a clearance decision. This requires advisors to factor in time delay where merger notifications are required and the impact that uncertainty may have on the deal. If the transaction does fall within merger control rules, a notification to the relevant competition authorities may be required. This may be necessary even if there are no obvious competition concerns. The key questions that are likely to arise in any transaction

In Re Danish Bacon Co Ltd Staff Pension Fund Trustees (Christansen v Arnett), the High Court considered the case of a nomination change where the scheme member died in service. The High Court held that a change to a nomination is effective even if the document implementing the change did not formally refer to the original document.

This Practice Note provides an introduction to organisational operations for in-house lawyers, including: • why operations management matters • the transformation model • operational trade-offs • artificial intelligence (AI) and organisational operations structures It introduces the core concepts you need to engage credibly with operational colleagues. You can assess your understanding of operations using: Understanding operations—checklist, which suggests practical, role-based actions to help improve your knowledge of how your organisation operates and how the legal team can support operational effectiveness. Further aspects of operations are covered in Practice Notes: • Managing operations for in-house lawyers—process management and value chain • Managing operations for in-house lawyers—measurement and improvement • Applying operational thinking Why operations management matters Every organisation has operations, whether it manufactures products, delivers services, or both. Operations management means organising people, processes and resources to serve the organisation’s external customers or service recipients, while keeping costs under control. This applies whether the organisation is making cars, processing insurance claims, treating patients or providing legal services. Understanding

This Practice Note explains how organisations track performance and why this matters for the in-house legal function. It also considers different approaches to improving performance. The same principles should be applied to measuring the legal function’s performance. For guidance on gathering and interpreting metrics for the in-house legal function, see Practice Note: Measuring performance for in-house legal—gathering and interpreting metrics. Further aspects of operations are covered in Practice Notes: • Managing operations for in-house lawyers—core concepts • Managing operations for in-house lawyers—process management and value chain • Applying operational thinking You can assess your understanding of operations using: Understanding operations—checklist, which suggests practical, role-based actions to help improve your understanding of how your organisation operates. Why measurement matters You can't improve what you can't see. Measurement makes the invisible visible—it turns hunches and opinions into evidence and arguments into decisions. Key purposes of measurement Measurement serves three key purposes in operations management: Purpose What it means Why it’s important Visibility Understanding what is happening, not what people assume

This Practice Note is intended for in-house lawyers. It explains the concepts of process management and the value chain as they apply to the wider organisation and the in-house legal function. Process management and the value chain are two views of the same thing: how your organisation turns inputs into something a customer or service user values: • the value chain is the wide-angle view—it maps which activities create value and how they fit together, separating the primary activities that transform inputs and serve customers from the support activities that enable them • process management is the close-up—it looks at how the work within and between those activities actually flows The value chain tells you where to look, process thinking tells you what to fix. As an in-house lawyer, you need to hold both views at once. The value chain shows where the legal function sits and how it connects to the activities that generate revenue. Process thinking shows how the legal function's own work, and

Name of firm [Insert firm name] Name of role holder [Insert name] Reports to [Senior partner OR Board OR Management committee] Role type (full-time/part-time/contractor) [Insert] If a contractor role, length of contract [Insert] Primary location [Insert the primary location for this role—if there is a requirement for the role holder to regularly spend time in multiple locations, eg in each regional office, it is worth making sure this is made clear] Remote/hybrid/office-based? [Insert type of work model] Date role commenced [Insert date] Length of probation period [Insert] End of probation review date [Insert date] Role summary The managing partner is the senior manager on the [Board OR Management committee] with responsibility for effective governance, developing strategy and vision for the firm and delivering the strategy as agreed. The managing partner is expected to: • ensure excellence in legal services and client care, risk management and regulatory compliance • lead the senior professional managers and other team members to ensure effective day-to-day operations and the implementation of change programmes • effect a coherent support strategy for senior colleagues, including the provision of coaching and mentoring, to enable them to deliver the plans approved by the [Board

All employers want to get the best out of their employees. Being aware of how they are performing is a crucial element of this. Where standards slip, employers need to be able to manage employees' performance to allow them the opportunity to improve. If sufficient improvement is not forthcoming, employers need to know how to take steps to deal with the situation fairly which may ultimately include dismissal. Fair handling of any performance improvement process is essential to ensure that, if the employee is ultimately dismissed, the employer can effectively defend any unfair dismissal claim (see Practice Notes: Dismissing fairly for poor performance and Reason for dismissal—capability) and any potential discrimination claim (eg see Practice Notes: Direct discrimination and Indirect discrimination). There is (at common law) an implied warranty that an employee is competent to perform the work for which they have been employed. For further information on this, see Practice Note: Types of contractual term in employment—Employee’s implied obligations, under the heading ‘Competence’. Acas guidance on how to manage performance has been archived on The National Archives

This Practice Note summarises the issues faced by a manager implementing change and provides practical guidance on how to manage the team effectively throughout the process, based on the different ways people may react to change. When faced with change, people may react in many different ways. This can depend on factors such as: • if the change is their choice or is being imposed upon them • how great the change is • if they have any input into the way the change will affect them • if they have experienced changes in the past and whether they were successful • if they agree with the change • if the change presents threats to them Typical feelings are anxiousness, excitement (it looks great on paper), denial (they will never do it), hopefulness and fear of the unknown. The challenge for many working in in-house legal teams is that the changes are coming thick and fast in a series of continuous waves, meaning an individual may not have fully adjusted

Commercial analysis: Is it possible to manage or reduce product returns by driving consumer behaviour, through behaviour-based pricing and by imposing a penalty for exercising cancellation rights? In January ASOS introduced a new tool to calculate each customer’s return rate and to apply fees where ASOS determines that a return rate is too high (calculated over a 12-month period). Under this new framework, customers that have return rates of 70% or more and have placed 3 or more orders will be subject to a return fee (£3.95) unless they keep more than £40 worth of their order. Further, customers that have return rates exceeding 80% and have placed 5 or more orders will be charged a handling fee (£3.95) in addition to the return fee unless they keep more than £40 worth of their order. Customers that have a return rate of less than 70% will have free returns. The rationale for this new policy is clear. But does it raise consumer law and data protection concerns? Written by Stephen Sidkin, Sophia Digby and Arjun Majumdar of Fox Williams LLP.

This Practice Note explains the issues to be considered when a client is being investigated for a criminal offence and is anxious about adverse publicity. It explains what information can be expected to be released by investigators during a criminal investigation and identifies the steps that can be taken to minimise the risk to a client’s reputation. Identifying suspects of crime A priority for corporate and high profile clients is that their reputation remains untarnished should they be investigated for a criminal offence. There are steps that lawyers should take to ensure that this risk is minimised as far as possible. If the client is a corporate body which has been subject to a dawn raid, the directors should ensure that staff have been advised not to tell anyone that the search is taking place and not to discuss it or to send any emails about it after the event. Where a corporate body or senior individual within a business is notified by the police, the National

Energy projects involve both perceived and real risks that impact on cash flow, availability, performance and profit and influence investment decisions. The risks are associated with environmental, technological, financial, political and commercial issues depending on the type of energy project. It is critical to identify, address and mitigate the risks as far as possible in order to achieve a viable and bankable energy project. This Practice Note explores the perceived and real risks facing energy projects, design responsibility under the FIDIC Silver Book 1999 and 2017 editions (an engineering, procurement and construction (EPC) contract commonly used on energy projects) and practical ways to reduce risks on an energy project. For a detailed introduction to the Silver Book, see Practice Notes: FIDIC contracts—introduction to the Silver Book 1999 and FIDIC contracts—introduction to the Silver Book 2017. What are the perceived and real risks for energy projects? Projects are more likely to run smoothly and cost efficiently if risk is allocated and addressed from the outset. The table below considers some