Construction analysis: Jones v Onyut highlights the importance of a written contract with an agreed scope and contract price and considers the admissibility of expert reports based on video evidence. Robert Blundell, partner in the construction group at Maxwell Winward LLP, says there are a number of valuable lessons to be learned.

This is one of the groups of regulated investments defined in the Regulated Activities Order (the other groups being identified as contractually based investments and others).

This Practice Note summarises the key elements of the EU Regulation on reporting and transparency of securities financing transactions (Regulation (EU) 2015/2365) (EU SFTR) and the Assimilated Regulation (EU) 2015/2365 (UK SFTR). What is the purpose of the EU SFTR and UK SFTR? As of IP completion day (31 December 2020) the onshored UK SFTR (and related onshored technical standards) applies in the UK. The EU SFTR and UK SFTR regimes aim to improve transparency in securities financing transactions (SFTs) and their reuse. They impose obligations on counterparties to these transactions to report SFTs to trade repositories. They also require prior risk disclosures and written consent before assets are reused under a collateral arrangement. Areas of divergence between the EU and UK regimes are highlighted in the relevant sections of this Practice Note. Key requirements of the EU SFTR and the UK SFTR The EU SFTR and the UK SFTR place obligations on counterparties to SFTs, including: • an obligation for counterparties to report details of SFTs to trade repositories • detailed reporting to investors by

ARCHIVED: This Practice Note is archived and is no longer maintained. This Timeline outlines both the proposal for the Securities Financing Transactions Regulation and the subsequent EU and UK developments in relation to the Regulation. In the EU, the European Commission undertook a significant amount of work on shadow banking, which culminated in its September 2013 'Communication on Shadow Banking'. One of the priority areas identified in the Communication was increasing the transparency of securities financing transactions (SFTs). The Communication also referred to enhancing the regulatory framework for investment funds, including undertakings for collective investments in transferable securities (UCITS) and alternative investment funds (AIFs) (see Practice Notes: Undertakings for Collective Investment in Transferable Securities—essentials and UK regulation of alternative investment fund managers—essentials for further information). The EU Regulation on reporting and transparency of securities financing transactions (Regulation (EU) 2015/2365) (the EU SFTR) is the European Commission's legislative response to issues identified in the Communication. A majority of the provisions in the EU SFTR came into force on 12 January 2016. Following the end of the Brexit transition period,

US regulator of the securities markets.

This Practice Note is relevant if you are seeking to preserve the status quo and prevent (or be given notice of an intended) disposition of securities or prevent disposition of funds in court. Depending on the circumstances you can seek to do so by obtaining any of the following: • a charging order over securities or over funds in court • a stop order over securities or funds in court • a stop notice over securities (you cannot obtain a stop notice over funds held in court) Charging orders, stop orders and stop notices are governed by the Charging Orders Act 1979 (COA 1979), CPR 73 and CPR PD 73. This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further in the section: Court specific guidance below. When would you apply for a stop order or stop notice rather than a

A term defined in the Takeover Code as an offer in which the consideration includes securities of the offeror, other than loan stock or loan notes (unless such stock or notes carry substantially the same rights as any other securities of the offeror in issue or conversion or subscription rights into any such securities or into equity share capital of the offeror).

An offer in which the consideration includes securities of the offeror, other than loan stock or loan notes (unless such stock or notes carry substantially the same rights as any other offeror securities in issue or conversion or subscription rights into any such securities or into equity share capital of the offeror). Rule 11.2 sets out circumstances requiring a securities offer.

An offeror (or potential offeror) other than a cash offeror.

This Practice Note considers the key issues arising on a takeover structured as a securities exchange offer. It explains when a securities exchange offer is required under the City Code on Takeovers and Mergers (Code), the reasons why the offer parties might choose this structure and the key legal and regulatory issues that need to be considered. When is a securities exchange offer required? In certain circumstances an offeror may be required under the Code to structure its takeover as a securities exchange offer. Rule 11.2 provides that where an offeror and any person acting in concert with it acquire by a securities exchange interests in shares of any class carrying 10% or more of that class in issue either: • during an offer period, or • in the three months prior to the commencement of an offer period such securities will normally be required to be offered to all other holders of shares of that class. The Takeover Panel (Panel) may require a securities exchange offer to be made in other circumstances. However,

The general rule is that if securities are held in an English bank to the order of a foreign bank for the account of a foreign national, there is no contractual relationship between the foreign national and the English bank.

What are securities lending and repurchase (repo) transactions? A securities lending transaction involves: • outright transfer of securities by one party (the lender) to another party (the borrower) in exchange for outright transfer of collateral (which may be cash or securities) by the borrower to the lender • simultaneous agreement that the borrower will deliver securities which are equivalent to (that is, fully fungible with) the loaned securities when the transaction terminates in exchange for delivery by the lender of assets which are equivalent to the collateral • payment of a fee by the borrower to the lender • payment by the borrower to the lender of amounts equal to income received on the loaned securities during the term of the transaction (manufactured dividends), and • if the collateral is in the form of securities, payment by the lender to the borrower of manufactured dividends on the collateral For more information on securities