What does this Practice Note cover? This Practice Note discusses offering memorandum (OM) drafting for an offering relying on Rule 144A (17 CFR § 230.144A) and Regulation S under the Securities Act of 1933, as amended (the Securities Act), including an overview of the typical drafting process, disclosure requirements, and sections typically included in an OM. The offering document for a Rule 144A/Regulation S offering is usually referred to as an ‘offering memorandum’ or ‘offering circular’ (as opposed to a ‘prospectus’, which is the term used for the offering document for a registered offering). Like other offering documents, a Rule 144A/Regulation S OM serves two primary functions. First, it is a disclosure document prepared to comply with any disclosure requirements under applicable securities laws and to reduce the risk to offering participants of potential liability under those laws. Second, it is often the principal marketing document for the offering. Drafting process The drafting process for a Rule 144A/Regulation S OM is similar to the drafting process for a prospectus

Introduction This Practice Note discusses the key UK tax and legal considerations that arise when an end user wishes to offer shares, share options or other equity awards to an individual in another jurisdiction who is engaged by that end user under an agreement with an employer of record or professional employer organisation. It considers both the position of an end user in the UK offering equity to overseas individuals, and of a non-UK end user offering equity to individuals in the UK. In each case, though, the specific requirements and regimes of relevant overseas jurisdictions will also have to be considered. For a precedent document that can be used for an end user to grant a share option to an individual engaged via an employer of record structure, see Precedent: Standalone unapproved share option agreement for a worker engaged via an employer of record. What is an employer of record structure? An employer of record (EOR) (sometimes also referred to as a professional employer organisation (PEO)) is a third-party

A person who makes an offer or is contemplating the making of an offer. The Code definition of offeror states that any reference to an offeror includes a potential offeror and that, in the case of a scheme of arrangement, a reference to an offeror should normally be construed as a reference to the person who it is proposed will acquire offeree shares under the scheme.

There are two main methods available to discharge or modify a restrictive covenant: • express release (the non-statutory route) • application to the Upper Tribunal (Lands Chamber) (UT) (the statutory route) See Practice Note: Modification and discharge of restrictive covenants. Prior to proceeding with a release or an application to the UT, it is important to investigate whether or not the restrictive covenant is, in fact, enforceable.

The Office for Environmental Protection (OEP) has published its updated Strategy and Enforcement Policy for 2024, modifying its approach to protecting and improving the environment by holding government and public officials accountable. The revised strategy, which builds upon the 2022 version, is more user-friendly and includes a renewed approach towards the measure of success; the significance placed on the likelihood of achieving environmental objectives and benchmarks and; utilising information from diverse sources to displace potential legal non-compliance.

The Office for Equality and Opportunity has launched a 15-week consultation on reforming the equal pay framework, including seeking views on how gaps and inconsistencies in the framework currently affecting disabled people, those from ethnic minority groups and outsourced workers can be addressed. The consultation closes on 27 October 2026.

The Office for Equality and Opportunity has published guidance on equality action plans as well as a list of evidence-informed actions across various business objectives which may be included in the action plans. The Employment Rights Act 2025 introduces a new requirement on larger employers (250 or more employees, or public authorities) to publish an equality action plan alongside their gender pay gap data showing the steps adopted with regard to matters related to gender equality in their workforce. The requirement is set to be introduced on a voluntary basis from 6 April 2026 but will become mandatory from spring 2027. The guidance and the list of actions are designed to assist those employers who wish to implement the action plans in getting started.

The Equality Hub has been replaced by the Office for Equality and Opportunity. The Office for Equality and Opportunity will cover the overall framework of equality legislation in the UK, including disability policy, ethnic disparities, gender equality and LGBT+ rights.

The Office for Life Sciences has published a report, titled 'Unlocking the potential of UK HealthTech', which highlights the significant opportunities for the UK to become a global leader in HealthTech innovation. Key findings of the report include the strengths of the UK's academic research base, clinical data assets, and vibrant start-up ecosystem. However, challenges such as fragmented procurement, regulatory complexity, and access to growth capital are hindering scale-up. The report recommends establishing a new HealthTech Catalyst Fund to provide scale-up capital, creating HealthTech Accelerator hubs to support commercialisation, and developing a UK HealthTech Visa to attract global talent. It also calls for streamlining regulation, mandating interoperability standards, and leveraging the NHS as a testbed for innovation. Overall, the report outlines a comprehensive strategy to foster a thriving HealthTech sector that can drive economic growth and improve patient outcomes.

The Office for National Statistics has released provisional estimates indicating a  20% reduction in long-term net migration to the UK, from 906,000 in the year ending June 2023 to 728,000 in the year ending June 2024. This decline is primarily attributed to decreased long-term immigration, particularly among dependants arriving on study visas, and increased emigration of those who previously entered on study-related visas. Recent policy changes, including restrictions on international students bringing family members (implemented January 2024) and modifications to work-related immigration rules (effective March/April 2024), have contributed to this trend. The data also reveals early signs of decreasing work-related immigration, consistent with recent Home Office visa statistics. The latest statistics also updated its previous estimates of net migration in the year ending June 2023, from 740,000 to 906,000.

The Office for Place has provided a series of tips for getting started with Design Codes, seeking to guide local planning authority officers and other producers of design codes in preparing a project plan for a design code, as defined in the National Model Design Code. The tips are designed to create an effective project brief that maximises efficiencies by utilising existing assets, defining the scope to develop a design code, and creating collaborative project management processes. They are part of a wider suite of tools the Office for Place is developing to help local planning authorities in creating design codes in-house and with consultants, forming part of the first phase, ‘Getting Started’. The second phase, ‘Effective Coding’, will address how to produce the technical elements, and the final phase will focus on delivery and implementation.

The Office for Students (OfS) has announced a shift in its regulatory approach to address growing financial pressures in the higher education sector. Until August 2025, the OfS will dedicate increased resources to monitoring and supporting the financial sustainability of universities and colleges. This includes more frequent engagement with institutions, collecting timelier financial information and potentially conducting in-depth reviews of financial management at some providers, utilising external financial consultants where necessary. The OfS is encouraging institutions to proactively stress-test their finances and develop robust contingency plans. This enhanced scrutiny comes in response to projections that, without intervention, 72% of higher education providers could be in deficit by 2025-2026. The OfS emphasises that this intensified monitoring aims to protect students' interests and ensure the sector's long-term financial stability.