The preliminary matters to be addressed before a proposed private equity investment proceeds to the transaction execution stage are generally the same whether the category of investment is venture capital, management buyout or buy-in, or development capital. Information about the business Once the decision to sell or seek private equity investment has been reached, a document setting out detailed information about the business and the desire for investment will need to be prepared. In the context of a venture capital or development capital investment, this document is usually in the form of a business plan prepared by management, as is the case for a buyout or buy-in where the investor or buyer has already been identified. In the case of an auction process (where the investor or buyer has not yet been identified), the document will usually take the form of an information memorandum (IM). See Precedent: Information Memorandum. In either case, this will generally be a comprehensive document setting out: • a description of the business and its market and objectives • details of the senior management

The acquisition of a company or business and assets in the context of a private equity buyout, while similar to a standard acquisition in many respects, has a number of key differences. These derive primarily out of issues arising from the status of the various parties who form part of the process, namely the private equity investor, the management team and the buyer (or newco) as well as the seller. For further information on structuring a private equity investment, see Practice Note: Buyouts. This Practice Note considers the key areas of due diligence and the acquisition documentation. Due diligence As in any share or business and asset purchase transaction, management and the private equity investors will need to conduct their own due diligence investigations into the target business. Purpose The purpose of due diligence from the perspective of a buyer is to allow it to identify possible deal breakers at an early stage, to establish areas of risk and how the target addresses those risks, and to negotiate where ultimate liability for any known risks should fall,

This Practice Note covers the United Nations-supported Principles for Responsible Investment and looks at industry guidance and suggested practical steps for private equity firms to integrate environmental, social and governance (ESG) factors in private equity funds and portfolio companies. Overview of tools and resources There are many industry and sector—focused organisations (including development finance institutions (DFIs), no-governmental organisations (NGOs)) which provide publicly available tools and resources to assist private equity firms with the integration of ESG factors within their investment decisions and operations. The main organisations and their respective tools and resources are listed below: • Principles for Responsible Investment (PRI): Provides guides and case studies on ESG integration. (Resource/tool: PRI Data Portal) • Sustainability Accounting Standards Board (SASB): Offers industry-specific ESG standards for financial materiality. (Resource/tool: SASB Materiality Finder) • Global Reporting Initiative (GRI): Offers a framework for sustainability reporting aligned with global ESG factors. (Resource/tool: GRI Standards) • Task Force on Climate-related Financial Disclosures (TCFD):

The procedure whereby the court may, upon the application of the official receiver or the trustee in bankruptcy, summon a very broad class of individuals to appear before it to provide information and/or documents relating to the bankrupt and his dealings.

TMT analysis: Julian Hayes, partner at BCL Solicitors, discusses UK and EU law relevant to facial recognition technology (FRT) and how such law would apply if FRT were to be used within quasi-public spaces.

This Practice Note provides guidance on private financial dispute resolution appointments (FDRs), or early neutral evaluation (ENE). It considers guidance on and judicial support for private FDRs (pFDRs), entering into an agreement for a pFDR/ENE, issues as to procedure, the relationship with the court process and selecting a suitable person for the pFDR/ENE. It also looks at the conduct of a pFDR/ENE, the skills required, when it may be used other than in family cases and when the process may not be appropriate. The FDR appointment process is provided for in Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 9.17 and FPR 2010, PD 9A. An FDR is a cross between a judge-led early neutral evaluation and a joint settlement/negotiation meeting. It is designed to assist the parties to a dispute to narrow or resolve absolutely their differences. It is not mediation, but dispute resolution techniques deployed in mediation are sometimes used at an FDR. See Practice Notes: Preparation for the financial dispute

Foundations are most often associated with Liechtenstein, but are also found in a number of other jurisdictions, such as Austria, Switzerland, Panama, St Kitts, Seychelles, Nevis, Anguilla, Malta and the Netherlands Antilles. Several common law jurisdictions have also enacted foundation legislation in recent years, including Jersey, Guernsey, the Bahamas and the Isle of Man. For general information on foundations, including their main characteristics and uses, see Practice Note: Private foundations—a summary. General characterisation of foundations Where a foundation has characteristics of one more than one English law entity, it is necessary to identify the English law entitiy that resembles closest the foundation. This approach was adopted by the Court of Appeal in Memec plc v IRC, where the issue was whether a German silent partnership should be treated for UK tax purposes as a partnership. In carrying out the characterisation exercise, one should also remember that the name given to a particular entity under its governing law is not decisive of how it should be characterised in English law. Moreover, where foundations are concerned,

A private foundation is a legal entity set up by an individual, a family or a group of individuals, for the benefit of the founders. A foundation can also have charitable or philanthropic purposes. It has long been associated with civil law jurisdictions, most notably Liechtenstein (but also Austria, Switzerland, Panama, St Kitts, Seychelles, Nevis, Anguilla, Malta, Curaçao and the Netherlands Antilles) and less frequently in common-law countries such as the Bahamas (introduced in 2004). Recent years have also seen common law jurisdictions such as Jersey, the Isle of Man, Guernsey and Mauritius introduce legislation allowing the establishment of foundations. What is a foundation? Foundations have their origins in civil law countries. An early forerunner was the Roman law concept of the fideicommissum. It was used by Romans to avoid restrictions on who could be instituted as an heir. For example, where A wanted to give property to C, but C was not within the possible class of heirs, A would institute B (who was within the class) as heir, and charge him with handing over the property

A type of partnership introduced in 2017 which benefits from more relaxed rules than a typical limited partnership, including a list of activities that limited partners can undertake without losing limited liability status, no requirement for limited partners to make a capital contribution, and reduced administrative requirements. Since 2017, funds structured as English limited partnerships tend to be PFLPs which do not have split capital contribution/loan commitment.

A form of limited partnership vehicle under the LPA 1907 introduced into UK law by the Legislative Reform (Private Fund Limited Partnerships) Order 2017, SI 2017/514 (LRO) to provide for a more effective vehicle for the purposes of private equity and venture capital investments. For a limited partnership to be designated as a PFLP under the LPA 1907, it must be: (a) constituted by an agreement in writing and (b) a collective investment scheme for the purposes of section 235 of the Financial Services and Markets Act 2000 (FSMA 2000).

This Practice Note details the mandatory professional obligations of solicitors to provide detailed costs information to privately funded clients, including the costs information to be included in client care letters, costs/benefits analysis, liability for another party’s costs, and funding issues including legal services orders and Sears Tooth agreements. A matter will be privately funded where: • the client has agreed to pay their costs from their own resources, and • their obligation to pay is not conditional on a certain event occurring, eg winning their case See Practice Note: Funding—charging for family law services as to the different ways in which privately funded cases may be approached. Professional obligations The Solicitors Regulation Authority (SRA) Standards and Regulations apply. The key requirements of the SRA Standards and Regulations include the SRA: • Principles • Code of Conduct for Solicitors, registered European lawyers (RELs) and registered foreign lawyers (RFLs) • Code of Conduct for Firms • Accounts Rules, and • Glossary For further guidance, see Practice Note: The Solicitors Regulation Authority (SRA) regime for family lawyers. Costs

This Practice Note sets out the general rule that hearings are to take place in public under CPR 39.2 in accordance with the general rule and fundamental principle of open justice. It also offers guidance on the circumstances in which a court may direct a matter be heard in private (sometimes referred to as ‘in chambers’ or ‘in camera’) under CPR 39.2. Guidance is offered on how to apply for a matter to be heard in private and on the court’s discretion to hear cases in private, including where there are concurrent civil and criminal proceedings. It also considers closed hearings, reporting restriction orders and media access to the courts. This Practice Note should be read in conjunction with Practice Note: Private hearings and restricted reporting in civil proceedings—illustrative decisions. Note that CPR 39.2 was amended substantially with effect from 6 April 2019—see News Analysis: CPR changes—6 April 2019. Some of the cases referred to in this Practice Note were decided before CPR 39 was amended. Where a party is considering