What is an early payment facility? An 'early payment facility' (EPF), or 'supplier finance scheme', is an arrangement set up by a main contractor supported by a bank/banks, which allows sub-contractors to be paid in advance of the contractual payment terms contained in the sub-contract. This Practice Note refers to EPF agreements entered into between a main contractor and a sub-contractor, but this could also apply to other suppliers. EPFs are part of a 'Supply Chain Finance Scheme' announced by the government in 2012 with the intention of supporting suppliers by allowing them to access credit at lower cost and improve cash-flow. EPFs are not restricted to the construction industry—a number of large companies, including retailers, telecoms and automotive companies also offer these sorts of schemes to their suppliers. For further information on government backed schemes to encourage faster payment see Practice Note: Encouraging fair payment in the construction industry. Feedback from the construction industry suggests that a large number of sub-contractors are signed up to these sorts of schemes. A sub-contractor may therefore find that it is able to

This Practice Note contains an outline of the rules that apply when multiple principals engage the services of appointed representatives (ARs). It introduces: • the general rule that permits an AR to engage more than one principal • the exceptions to that general rule • the requirements laid down by the Financial Conduct Authority (FCA) that must be met before an AR can act for multiple principals, and • the contractual terms that multiple principals must enter into prior to appointing an AR For further information, see Practice Note: Appointed representatives. The Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Services and Markets Act 2000 (Appointed Representative) Regulations, SI 2001/1217 (the AR Regulations) do not prevent ARs from acting for more than one principal. However, under reg 3(1) of the AR Regulations, it is a requirement that the contract between the principal and the AR either prohibit the AR from representing other counterparties, or contain a provision enabling the principal to: • impose such a prohibition, or • impose restrictions as to the other counterparties

This Practice Note provides an overview of insurance clauses in commercial agreements. It covers various types of insurance policies used in these agreements as well as the key elements of insurance clauses and covenants. This Practice Note is not designed to explain the law of insurance. In this respect, see Insurance contracts—overview. This Practice Note also does not consider the many alternative methods of obtaining security in respect of contractual liabilities beyond procuring insurance. However, given the potential limitations in the cover that insurance might provide, the parties may find that other options are better suited to their particular circumstances, including for example obligations of surety such as guarantees provided by a group and/or parent company or performance or guarantee bonds. See Types of security—overview for further information. Role of insurance clauses in commercial agreements The fundamental purpose of a commercial contract is to allocate the risk and benefit of the relevant transaction between the parties. Risk can be allocated in many ways but an obvious example is through indemnity provisions,

In order to be eligible for statutory sick pay (SSP) an individual must: • be an employee as defined and not fall within one of the excluded categories • be too ill to undertake any work under their contract of employment on any day for which they claim SSP, or deemed to be so • have at least four consecutive days' sick absence (including Sundays and Bank holidays) during which they are too ill to work; this is referred to as a 'period of incapacity for work' • notify their absence to their employer, subject to certain statutory requirements and any agreement between employer and employee • supply evidence of their incapacity, typically a self-certificate for absences up to seven days and a doctor's certificate ('fit note') for longer periods (Part 2 of Schedule 1 to the SSP (Medical Evidence) Regs 1985 contains the required form of doctor's statement) For further information, see Practice Note: Sick pay, in particular the main section dealing with SSP—eligibility. When it comes to non-executive directors,

The main types of derivatives are: • swaps • forwards • futures, and • options This Practice Note explains the key features of each of the above types of derivatives. For a general introduction to derivatives, see Practice Note: Introductory guide to derivatives. Swaps A swap describes a wide variety of derivative transactions. Since their inception in the 1980s, swaps have evolved into a worldwide market encompassing trillions of pounds worldwide in notional value. They are subject to different regulations and laws depending on the market in which they are traded. Swaps are generally documented under the International Swaps and Derivatives Association (ISDA) framework. For more information, see Practice Note: Derivatives—ISDA documentation framework). For more information on why parties enter into swaps, see Practice Note: The nature of financial derivatives—Key uses of derivatives. In a swap, two parties enter into a contract in which they agree to exchange payment streams. Each party to the swap makes regular payments to the other. The payments made under the swap by one party are calculated on a different

THIS PRACTICE NOTE APPLIES TO PERSONAL PENSION SCHEMES This Practice Note looks at the disclosure requirements that were applicable to trustees (or managers) of personal pension schemes before 6 April 2014 under the Personal Pension Schemes (Disclosure of Information) Regulations 1987, SI 1987/1110. Those regulations were repealed with effect from 6 April 2014 and are therefore no longer applicable. In this Practice Note, any reference to 'trustees' includes, in the context of a contract-based personal pension scheme, the managers of the scheme. For information on disclosure requirements applicable to occupational pension schemes before 6 April 2014 under the Occupational Pension Schemes (Disclosure of Information) Regulations 1996, SI 1996/1655, see Practice Note: Occupational pension schemes—disclosure requirements before 6 April 2014. With effect from 6 April 2014, the disclosure requirements applicable to occupational and personal pension schemes were consolidated and harmonised into one set of regulations, the Occupational and Personal Pension Schemes (Disclosure of Information) Regulations 2013, SI 2013/2734. For information on the disclosure regime applicable from 6 April 2014, see Practice Note:

This Checklist is designed to highlight issues commonly arising during the negotiation and drafting of a settlement agreement. For guidance on how to negotiate, document and draft a settlement agreement, see: Ireland—Alternative dispute resolution and settlement—overview. For an example draft settlement agreement, see Precedent: Ireland—Settlement agreement—pre-action settlement. Issue Key consideration Content links When to seek settlement? Ensure that settlement is a consideration throughout all stages of a dispute, including pre-action. Ensure this includes consideration of the different options available for settlement, eg direct negotiation and agreement between the parties/their legal advisers (including consideration as to whether a calderbank offer is appropriate) or some form of assisted alternative dispute resolution procedure, such as mediation.Check whether there are any contractual obligations on the parties with regard to settlement, eg the inclusion of a stepped dispute resolution procedure in the contract. —Ireland—Settlement and settling disputes—Ireland—Alternative dispute resolution and settlement—overview Responsibility for negotiating a settlement Who is to be involved in seeking a settlement of the dispute?What role will you take?Who within

This Practice Note considers the issue of bringing a claim in a foreign currency. In doing so it explains the underlying case law as to whether a claim can be brought in a foreign currency and how to bring such a claim. It also considers how a defendant can challenge a claim brought in a foreign currency. For guidance on: • interest in foreign currency claims, see Practice Note: Foreign currency claims—interest on damages claims and judgment debts • costs in a foreign currency, see Practice Note: Cross-border disputes—costs considerations Why bring a claim in a foreign currency? Bringing a claim in a foreign currency may be advantageous for claimants, particularly when dealing with claims involving complex international financial transactions. However, there are also pitfalls in bringing such a claim, especially during times when there are severe currency fluctuations. It is therefore something which needs to be carefully considered in conjunction with the client. Bringing a foreign currency claim should be considered: • in contractual claims where payments or accounts under the contract were expressed in a foreign

What is the EU EMIR trade reporting obligation? The trade reporting obligation under Regulation (EU) 648/2012 (EU EMIR) is a regulatory requirement designed to increase transparency in the derivatives markets by requiring EU counterparties and central counterparties (CCPs) to report the details of any derivative contract entered into, modified or terminated to a trade repository (TR) which has been registered or recognised under EU EMIR. Which derivatives does the trade reporting obligation apply to? The trade reporting obligation under EU EMIR applies to all derivative contracts. This obligation is not limited to over-the-counter (OTC) derivatives but also includes exchange-traded derivatives (ETDs). There is an exemption for intragroup transactions if: • at least one of the counterparties is an non-financial counterparty (NFC) or would be qualified as an NFC if it were established in the EU • both counterparties are included in the same consolidation on a full basis • both counterparties are subject to appropriate centralised risk evaluation, measurement and control procedures, and • the parent undertaking is not a financial counterparty (FC) FCs

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 21 March 2012; it is no longer maintained. See further, timeline and related cases. Case facts Outline UK merger investigation into the completed acquisition by Stericycle, Inc of Ecowaste Southwest Limited. The transaction involved a horizontal overlap in markets for healthcare risk waste. Latest developments On 21 March 2012, the Competition Commission issued its final report, concluding that the transaction had resulted in a SLC and, in its final report, it ordered Stericycle to sell Ecowaste Southwest. Stericycle had put forward lesser alternative remedies, including (1) providing a third-party purchaser with excess capacity at the Avonmouth plant and an NHS contract, or (2) selling the Avonmouth plant and two customer contracts along with a volume guarantee for five years. However, the CC did not consider that these proposals would be effective. Parties Acquirer—Stericycle, Inc. Target—Ecowaste Southwest Limited (Ecowaste Southwest). Ecowaste Southwest operated an AT facility at Avonmouth (near Bristol) and had customer contracts, licences, collection vehicles and other assets. Background In

This Checklist sets out the key issues to consider when entering into, drafting or reviewing contractual joint venture arrangements. It considers the legal, regulatory and practical issues around contractual joint venture arrangements. For background, see Practice Notes: Contractual joint ventures, Drafting a contractual joint venture agreement and Drafting for particular types of contractual joint venture. Preliminary issues for consideration Consideration Guidance What is the status of discussions between the parties to date? For more information, see Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking required from either, both or all the parties or their affiliates? For more information, see Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture, Confidentiality agreement—one-way—pro-discloser, Confidentiality agreement—one-way—pro-recipient and Confidentiality agreement—mutual. Do the parties want to have a period of exclusive negotiation? For more information, see Practice Note: Exclusivity in contract negotiations. Identify whether there could be any 'roadblocks' to the proposed transaction (eg competition issues, regulatory consents or licences) and how to deal with them. For more information,

Basic terms At the outset consider whether overage is appropriate for the transaction. It may be the case that your client’s interests would be better served by agreeing an increased purchase price or by entering into a conditional contract instead. Overage clauses can be complex and expensive to negotiate. If overage is to be imposed, always consider whether the overage terms are consistent with the buyer’s intentions for the site. Ensure that the overage includes clear definitions of: • the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and therefore, if no overage period is specified, there is a risk that the agreement could be perpetual) • the property which will be subject to the overage • any individual units to be sold or constructed, making it clear whether parking spaces and other such ancillary areas are part of a unit for the purposes of the overage calculation Include a ‘good faith’ clause as this may assist in the event of a dispute. Ensure that