FORTHCOMING CHANGE: On 28 October 2026, as part of Budget 2026, a number of changes were announced to CSOP and EMI schemes. (1) CSOP is to be known as “EMI2” with effect from 28 October 2026; (2) with effect from 6 April 2027, the CSOP/EMI2 individual option limit will be increased from £60,000 to £120,000; (3) from 6 April 2027, the maximum period for exercising CSOP/EMI2 options while retaining tax advantages will be extended from 10 years to 15 years, and it will be possible to amend CSOP options granted before that date to benefit from this without losing tax advantages, provided that this is done in line with the legislation; (4) the interaction between the EMI and CSOP/EMI2 individual option limits will be removed, allowing eligible employees to use the full £250,000 EMI limit and £120,000 CSOP/EMI2 limit independently and increasing the maximum value of tax-advantaged options that an eligible employee can hold across the two schemes from £250,000 to £370,000; (5) with effect from 6 April 2027, the grace period within which EMI

Most private English competition actions are brought on a tortious basis, normally alleging the tort of breach of statutory duty and the focus below is on tortious actions. However, it should be noted at the outset that there are some situations where damages can be claimed in English law in connection with anti-competitive behaviour based on a non-tortious cause of action. Thus for example, a contract may provide for payment of a liquidated sum where a counter-party is found guilty of a relevant breach of competition law. It is the case that some businesses do now include such provisions in their standard form contracts with suppliers. It is also of course possible to claim remedies other than compensatory damages, passing reference is made below to exemplary damages, such damages are not awarded in order to compensate the claimant, but in order to punish the defendant. Also, restitutionary damages which aim to strip away part or all of the gains made by the tort feasor from the tort, rather than to compensate the claimant

This Practice Note considers the concept of 'private' deprivations of liberty for the purposes of Article 5 of the European Convention on Human Rights (ECHR), involving people who lack the material decision-making capacity. A private deprivation of liberty refers to a situation where the relevant care or treatment has not been directly arranged or funded by the state but by private persons—for instance, care services might have been arranged by the person’s own family and paid for from the person’s funds or funds provided by family. A private deprivation of liberty could potentially occur in: • a hospital or care home setting (eg the person themselves or their family might have arranged and paid for a private care home placement without any assistance from a public authority) • supported living, ‘shared lives’ accommodation, and • domestic settings (where the person is living in a family home or living on their own in normal non-specialist housing) What is deprivation of liberty? Article 5 of the ECHR guarantees the right to personal liberty and provides that no one

Equity-related capital used to finance change in an unquoted (ie non-public) company. Private equity is an investment in shares which are not quoted on the stock exchange, and are therefore less marketable (and liquid) that public equity (ie quoted shares).

The key documents for a private equity-backed management or leveraged buyout transaction can be separated into three broad categories: • Acquisition documents—these govern the terms of the acquisition between the seller and the purchaser (ie newco) • Equity documents—these govern the terms of the equity investment and the relationship between the investor/s and management, and • Finance documents—these govern the provision of the debt facilities and any related facilities (such as a revolving credit facility for working capital) Acquisition documents Heads of terms (acquisition) Heads of terms set out, in a short document, a broad outline of the parties' expectations, understanding and agreement of the key terms of the proposed acquisition.Heads will be signed at the beginning of the transaction as soon as the parties agree key terms and before the investor incurs costs in conducting its due diligence and negotiating the transaction documents. Practice Note: Heads of terms—share and asset purchases Precedents: Heads of terms—private M&A—share purchase and Heads of terms—private M&A—asset purchase Sale and purchase agreement The sale and purchase agreement will either be a share

A Term Description Accelerated depreciation Accelerated depreciation is the set of HM Revenue & Customs rules that allow businesses to deduct from their taxable income the declining value of business-related investments ie equipment and machinery, faster than the value of those assets actually declines. The most common types of accelerated depreciation are 'sum of the years digits' and 'double declining balance'. Acquisition The process of acquiring a controlling interest in another company or any deal where the bidder ends up with 50% or more of the company taken over. Acquisition finance A source of external finance obtained by the acquiring company to fund an acquisition. This can be in the form of bank debt and/or equity, such as a share issue. Alternative investment fund (AIF) Any collective investment undertaking, including investment compartments of an AIF, that raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and which is not a fund covered

Law360, London: Private equity companies took part in almost two-thirds of transactions that involved European insurance intermediaries in 2024, a consultancy has said.

The vast majority of funds for a traditional private equity buyout will be sourced from debt, rather than equity, finance. Unlike a buyout, a venture or development capital investment will rarely have a significant debt component to the investment structure. Types of debt and debt providers Debt in the context of a buyout refers to debt finance raised from financial institutions such as banks, pension funds, insurance funds, hedge funds or other financial institutions, eg leveraged loan funds, mandated to invest in debt. These financiers will generally be third party investors not otherwise connected with the transaction, rather than the private equity investor or management. The type of debt they provide is debt in the traditional sense, rather than the hybrid, quasi-debt or debt instruments, eg preference shares or loan notes, which form part of the equity investment by the private equity investor or management. Debt is generally categorised as either senior debt or junior debt. Senior debt is usually in the form of a term loan of a principal sum (sometimes in tranches) and, often, a revolving

The way in which a private equity investment is structured and the terms and conditions of the investment will vary in nature and complexity depending on the type and size of investment. Other key issues for a private equity investor will usually include: • allowing management to run the business but with the investor retaining full access to management, the business records and other information • the ability to take control of the management of the business if necessary, and • exiting the investment for a profit (measured as an internal rate of return (IRR) or investment multiple) usually after three to five years (see Practice Note: Private equity investment—firms and funds) Broadly this will be achieved by a combination of careful structuring of the investment and clarity in the equity documentation as to the rights and obligations of all parties. It is important that, at the outset, all parties take tax advice on the structure and proposed investment generally, as even slight variations can have a marked impact on exposure to tax liability. Structure and share

Forthcoming Change—reform of the UK AIFM regime On 14 July 2026, HM Treasury and the FCA published a co-ordinated package of proposals to reform the UK AIFM regime, including draft regulations to replace the Alternative Investment Fund Managers Regulations 2013 and FCA proposals in CP26/28 for a proportionate three-tier regime for small, medium and large AIFMs; related consultations cover fund reporting and remuneration. Subject to consultation responses, HM Treasury expects to lay the legislation and the FCA aims to publish final Handbook rules in 2027, with implementation of the reformed AIFM and asset management reporting regimes planned for 2028. For more information, see Practice Note: Reform of the UK AIFM regime. This Practice Note outlines the key features of collective investment vehicles that invest in unlisted (or public to private) companies. It addresses tax considerations, fund structure and documentation, fund life cycle, management fees and carried interest and relevant UK regulatory measures. What is a private equity fund? A private equity fund (PE fund) is a collective investment vehicle that invests primarily in unlisted securities.

The key attraction of private equity investment for investors and fellow shareholders (including management) is the potential for realising a significant capital gain upon exit of the investment. Whilst receiving income in the form of dividends on shares, interest on loan notes and fees (in various forms) during the life of the investment is important for the investor, the real measure of success of an investment is capital return. It is this which, over time, ultimately determines the success or otherwise of the venture capital or private equity firm and its ability to attract future investment in future funds. For further information, see Practice Note: Private equity investment—firms and funds. Managing the exit The exit is managed almost from the beginning of the private equity investment process. Consideration of the likelihood of a successful exit is very much a part of the investment decision-making process for the private equity investor. Without a successful exit, the investment in all likelihood will be considered a failure. In addition, the equity documentation for the investment will contain provisions dealing with

A private equity fund is a pooled investment vehicle. Funds are formed and managed by private equity firms who in turn invest the capital of those funds into private companies (whose securities are not publicly traded on a stock exchange) by way of the acquisition of existing issued securities or the subscription of newly issued securities. Private equity firms What is a private equity firm? In broad terms, a private equity firm is a group of investment specialists who invest and manage capital provided by external investors to funds formed by the firm for private equity investment purposes. Private equity firms are typically classified as either independent or captive. Independent firms are generally established and owned by the people who work within them (usually senior personnel) and will manage a number of funds with capital raised from a variety of investors, such as insurance companies, pension funds and high net worth individuals. Captive firms are generally part of large institutions such as banks, insurance companies and pension funds, and will invest capital provided to them by the