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PRACTICE NOTES
The terms ‘bonds’ and ‘notes’ are used interchangeably (and there is no legal difference between the terms), though notes tend to be issued either continuously or intermittently with shorter maturities (under three years) and bonds issued in a discrete large offering with a longer maturity. For an introduction to the debt capital markets generally, see Practice Notes: Key features of the debt capital markets and Introductory guide to the debt capital markets. Characteristics and motivation of bondholders Typically bonds will be held by a wide range of investors based in various jurisdictions across the world. Bondholders tend to be institutional or private lenders and may include pension funds, insurance companies, investment funds, governments and large corporate entities. Bonds are freely traded on the open market and this ease and frequency of trading means that it is more difficult to identify and communicate with a diverse and rapidly changing bondholder group during a restructuring than with a bank group. It is often harder to predict how bondholders will react, especially if they are not being guided by a bondholder
PRACTICE NOTES
Over recent years, there has been an increase in the types of organisations which have sought to enter the capital markets. Capital markets transactions used to be the preserve of banks, financial institutions and commercial companies. However, more recently, other organisations have now entered this space. The growth and diversity of new financial products have shown that collaboration between public, private and voluntary sectors can be achieved through working together on capital market transactions. Social Impact Bonds (SIBs) and Development Impact Bonds (DIBs) Solving deep-rooted social problems has long been a major issue for governments and charities alike. Entrenched social issues (such as children in care, homelessness, access to education, youth employment and long term health issues) can occur where governments are limited in their ability to act or where governments have struggled to address such problems in the past. Traditional models have failed to deliver the results needed to make a significant impact on these issues. SIBs and DIBs attempt to address such issues by bringing together
GLOSSARY
The former term for a Co-operative Society.
GLOSSARY
A payment made by the employer to the employee in addition to his basic salary, normally on account of good performance or length of service.
GLOSSARY
An issue of new shares to members in proportion to their existing holdings (also known as a scrip issue or capitalisation issue), typically carried out to turn accumulated reserves into new shares, which proportionally reduces the value at which each and every share trades.
PRECEDENTS
This Precedent is a sample bonus schedule, to be inserted as a schedule to an employment contract or director’s service agreement, providing for entitlement to an annual bonus to be calculated by reference to a company’s earning before interest, tax, depreciation and amortisation (EBITDA). EBITDA is a measure used to evaluate a company’s performance. 1 Definitions 1.1 In this Schedule, the following expressions will, unless the context otherwise requires, have the meanings set opposite them: Accounts • the audited profit and loss account of the Company; Board • [the directors of the Company present at a meeting: (i) of directors of the Company or (ii) of a duly appointed committee of directors of the Company[, such meeting to be convened and quorate in accordance with the articles of association of the Company and the Companies Act 2006] OR the directors of the Company present at a meeting of directors of the Company[, such meeting to be convened and quorate in accordance with the articles of association of the Company and the Companies Act 2006] ]; Bonus Payment Date • the date 30 days after the date of filing of the Accounts
PRACTICE NOTES
This Practice Note analyses the use of bonus plans for employees and directors. It examines the two main types of bonus schemes, namely discretionary and contractual bonus plans. Discretionary bonuses are examined in some detail, including eligibility, exercise of discretion, restraints, and expectation. The Practice Note analyses the tax treatment of bonus plans and the implications of their termination. It outlines factors relevant to designing a scheme, drafting considerations and regulatory considerations, such as the requirements of the UK Corporate Governance Code. Finally, the Practice Note examines the effect of pregnancy or maternity leave, part-time or fixed-term employment, long-term illness and related discrimination issues on bonus plans and payments and remedies and how bonus claims can be brought in the employment tribunal or court. Bonuses can be a very effective tool to motivate and retain employees while allowing businesses to control wage costs. In certain sectors and industries (eg the financial sector), bonuses are a significant element of an employee's reward package. Directors' total remuneration frequently includes variable performance-based bonuses, which can be critical to attracting and retaining
PRACTICE NOTES
In recent years, the annual bonus structures for executives have come under particularly close scrutiny, causing remuneration committees to rethink their approach. The abnormal economic conditions brought about through the coronavirus pandemic and cost-of-living crisis have raised the spectre of bonus payments to an even higher level of scrutiny. This Practice Note provides a practical analysis of the items that will need to be considered by companies as they review the nature and the structure of their executive annual cash bonus schemes. Does the cash bonus still have a role? With the dramatic escalation in share-based type rewards over the last 30 years or so, notably in the form of the long-term share incentive plan, does the executive cash bonus still have a role? The answer is that the short-term incentive, defined as the basis for rewarding the achievement of short-term goals after the end of a 12-month financial year, will usually include a substantial element of cash bonus. It would actually not be unusual for the whole amount of the short-term incentive to be
NEWS
PI & Clinical Negligence analysis: Celebrating its 75th year of publication, Munkman on Employer’s Liability reaches a landmark with its expansive and meticulously updated 18th edition, reaffirming its status as a leading authority in personal injury and employment-related tort law. This latest edition is shaped by an editorial team of experienced barristers and judges, offering both authoritative legal commentary and accessible guidance for a wide range of readers, from junior lawyers to experienced practitioners. Written by Shilpa Shah of Ropewalk Chambers.
GLOSSARY
In the context of receivables, a sum of money which is payable by its debtors to a business in the ordinary course of its trade for the supply of goods or services.
GLOSSARY
A requirement of Regulation 5(2)(d) of the Infrastructure Planning (Applications: Prescribed Forms and Procedure) Regulations 2009 in relation to NSIPs. The book sets out relevant land interests, including rights over, Crown ownership, and land subject to compulsory purchase as a consequence of the development.
GLOSSARY
An institution that arranges the syndication and distribution of new loans or securities