Where a listed company wishes to raise capital, eg for working capital purposes or to fund an acquisition, it may make a further offer of its equity securities. The structure of such offer may take the form of a rights issue (ordinary or trombone), an open offer, or a placing (cash, cash box or vendor).

Legislation The English legal system is based upon two primary sources of law: • legislation, and • case law, or common law All legislation is a primary source of law, but it is itself divided into primary and secondary legislation. Acts of Parliament are primary legislation, often referred to as statute. The primary statute will set out the general framework of the law to which it relates, but it may omit some of the practical or consequential detail, and secondary legislation is used to supplement the detail relating to the original statute. Thousands of pieces of secondary legislation are passed each year, compared to on average between 30 and 40 Acts of Parliament, and so secondary legislation is the most time-effective method of bringing into force the detail necessary for a statute to be effective. There is no general legal limit on what can be achieved by secondary legislation. This depends upon what the wording of the parent Act provides for. Advantages and disadvantages of secondary legislation Delegated or secondary legislation allows the Government

A secondary party is one who aids, abets, counsels or procures the commission of an offence.

Defined in the EC Regulation on Insolvency/the Recast Regulation as opened in the member state where the debtor has an 'establishment'.

The UK tax legislation contains various provisions whereby one person may be made responsible for the tax liability of another. These are known as secondary liabilities. This Practice Note deals mainly with the secondary tax liabilities that can arise in the context of the sale of a company. These can affect both parties to the transaction. For example, the target company may bear secondary liabilities which arise as a result of a default in the seller’s group. The buyer will be unwilling to bear this cost and will therefore seek to protect itself by making a claim under the tax covenant or warranties. The target company may also incur primary liabilities which are triggered after it joins the buyer’s group, but relate back to the time when it was a member of the seller’s group. In these circumstances, members of the seller’s group may be subject to secondary tax liabilities. The seller will require appropriate protection if the primary liability has arisen as a result of a default or other event within the buyer’s control. For

This table summarises the provisions under which a company may be liable for taxes that are primarily the responsibility of another person, in the context of a company takeover. It is designed to be read in conjunction with the more detailed explanation of each of the provisions in Practice Note: Secondary tax liabilities of companies. Description Legislation Who is secondarily liable? When does liability arise? Time limit for assessing secondary liability Statutory Indemnity Change in ownership rules CTA 2010, ss 710–719 Person in control of the company undergoing change in ownershipCompanies within control of that person Six months after assessment of primary liability—CTA 2010, ss 710(1)(b), 713(1)(c) Three years—CTA 2010, ss 710(4), 713(4) Yes—CTA 2010, s 717(2) Group payment arrangements TMA 1970, s 59F Nominated company agrees to pay tax on behalf of other members Not strictly secondary liability—liability is based on contract N/A N/A Chargeable gains—shareholders’ liability for company’s chargeable gains TCGA 1992, s 189 Connected shareholders receiving capital distribution Six months after due date or assessment of primary liability, whichever is later—TCGA

This Practice Note introduces the concept of secondary ticketing in the online marketplace and outlines the key legal issues and regulation that applies to it in the UK. It does not cover the resale of tickets outside venues or by other non-online means. What is secondary ticketing? In the UK, tickets for live events such as music or sporting events are first made available in the ‘primary’ market. Secondary ticketing refers to the practice of reselling tickets for such events. Once limited to ticket scalpers (or touts) operating outside venues, the secondary ticketing market has been transformed by the use of the internet and online platforms to facilitate the resale of tickets. The main ways in which tickets are resold online in the UK are via: • uncapped secondary ticketing platforms, which enable ticket holders to resell tickets to buyers at any price that they choose (for example, viagogo and StubHub) • capped secondary ticketing platforms that set a limit on what a reseller can charge for the ticket, and • non-specialist channels and social media The secondary

Companies which are starting to show signs of distress often see their debt being traded on the secondary market at prices below par/face value. The extent to which the debt is discounted to face value reflects the market's view of the likelihood (or not) of the debt being repaid in full. The original lenders of record (eg banks or lenders which originated the loan) may be keen to sell their debt exposure on in the secondary market for a variety of reasons, eg to deleverage their balance sheets for regulatory reasons or to maximise shareholder value, to rid themselves of non-performing loans, or to reduce their exposure to a particular debtor or sector in accordance with their strategic aims. In complex restructurings, excessive debt trading can make negotiations with key creditors difficult if they are constantly changing creating a ‘revolving door’ scenario. Key players Typical secondary debt players include hedge funds, vulture funds, special situation funds, private equity (PE) funds and pension funds. They trade in secured/unsecured debt, bank or bond debt or trade claims.

is one who suffers psychiatric injury not by being directly involved in the incident but by witnessing it and either seeing injury being sustained by a primary victim or fearing injury to a primary victim.

The Secondary Legislation Scrutiny Committee (SLSC) has published its seventh report of session 2024—2025. The following instruments have been drawn to the special attention of the House: Sentencing Act 2020 (Magistrates’ Court Sentencing Powers) (Amendment) Regulations 2024 (SI 2024/1067); and Housing (Right to Buy) (Limits on Discount) (England) Order 2024 (SI 2024/1073).The following are instruments of interest: draft Road Transport (International Passenger Services) (Amendment) Regulations 2024; and Supplementary Protection Certificates (Amendments Relating to the Windsor Framework) Regulations 2024 (SI 2024/1075).  The following instruments were not drawn to the special attention of the House: draft instruments subject to affirmative approval; and made instruments subject to annulment.

The Secondary Legislation Scrutiny Committee (SLSC) has published its sixth report of session 2024–2025. The following instruments have been drawn to the special attention of the House: draft Environmental Protection (Single-use Vapes) (England) Regulations 2024; and draft Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024. The following are instruments of interest: draft Aviation Safety (Amendment) Regulations 2024; draft Human Medicines (Amendment) (Modular Manufacture and Point of Care) Regulations 2024; and draft Medical Devices (Post-Market Surveillance Requirements) (Amendment) (Great Britain) Regulations 2024.

The Secondary Legislation Scrutiny Committee (SLSC) has published its tenth report of session 2024—2025. The following instruments have been drawn to the special attention of the House: draft Home Detention Curfew and Requisite and Minimum Custodial Periods (Amendment) Order 2024; draft Official Controls (Amendment) Regulations 2024; and Dangerous Dogs (Exemption Schemes) (England and Wales) (Amendment) (No. 2) Order 2024 (SI 2024/1149). The following are instruments of interest: draft Clean Heat Market Mechanism Regulations 2024. The following instruments were not drawn to the special attention of the House: draft instruments subject to affirmative approval; draft instruments subject to annulment; and made instruments subject to annulment.