This Practice Note on ‘securities litigation’ in the context of claims for misleading statements, compares in summary form the distinguishing features of pursuing private civil claims for losses in relation to the acquisition, continued holding or disposal of securities resulting from the publication of misleading information by companies/their directors or those promoting investment in them. It compares, in tabular form, the key requirements of the different bases of claim of common law misrepresentation, deceit and negligent misstatement claims, Financial Services and Markets Act 2000 (FSMA 2000) claims (FSMA 2000, ss 90, 90A and Sch 10A claims), claims under the Public Offers and Admissions to Trading Regulations 2024 (POATRs), SI 2024/105, reg 30 and Sch 2 (on which see New Analysis: UK listing and prospectus regime reform—potential impact on securities litigation) and Companies Act 2006 (CA 2006) claims (section 463 claims). See Practice Notes: • FSMA 2000—claims for misleading statements and omissions (which includes claims under POATRs, SI 2024/105, reg 30 and Sch 2) • FSMA 2000—private rights of action for breach of statutory

Specific income tax rules (at sections 471–484 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003)) apply to securities options that are employment-related. These are the rules that typically bring non-tax advantaged share options within the charge to income tax. Alternative rules apply to tax-advantaged share options such as EMI options, SAYE schemes and CSOPs. Securities options are, essentially, a simple right to acquire securities (with no other rights). Full details of: • what a securities option is, and • when a securities option is employment-related are set out in Practice Note: Employment-related securities options—definition. This Practice Note explains the tax treatment of employment-related securities options, which is broadly as follows: • no income tax (or National Insurance contributions (NICs)) charges arise on the grant of a securities option, but • upon exercise of the securities option or other chargeable event: ◦ the relevant employee or director may be subject to income tax (and possibly NICs), and ◦ PAYE, NICs and apprenticeship levy obligations may also arise for the employing company

This Practice Note explains when certain conditions may be imposed on bail and outlines some of the available conditions, including securities and sureties. For breach of bail conditions, see Practice Note: Absconding and breach of bail conditions in criminal court proceedings. Conditions of bail A defendant granted bail by the court may be required to comply with certain conditions of bail both before and after bail is granted. The Bail Act 1976 (BA 1976) refers to some conditions that may be imposed but does not contain an exhaustive list. See further: Court bail application—checklist. No condition may be imposed unless the court considers it necessary to ensure the defendant: • attends court • does not commit offences on bail • does not interfere with witnesses or obstruct the course of justice • cooperates with the preparation of pre-sentence reports • attends appointments with their legal representatives Common conditions imposed are • before release: ◦ surrender of passport or other travel documents to the police ◦ provision of a security or sureties

The Family Procedure (Amendment) Rules 2016, SI 2016/355 made amendments to the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, that, inter alia, introduced FPR 2010, SI 2010/2955, Pt 40, together with FPR 2010, PD 40A, which apply to an application for a charging order in relation to securities, stop orders and stop notices. The changes came into effect on 6 April 2016. Previously, the Civil Procedure Rules 1998 (CPR), SI 1998/3132, Pt 73, together with CPR PD 73, applied, with modifications. The primary legislation applicable is the Charging Orders Act 1979 (COA 1979). Changes to forms on an application for a charging order came into effect on 6 April 2017. Form N380 (application for a charging order on securities) was replaced by Form FE7 despite the reference still contained in FPR 2010, PD 40A, para 1.2. See also Practice Note: Charging orders. Charging orders over securities Application Specific rules apply when seeking charging orders over securities. A creditor can obtain a charging order over a debtor's beneficial interest in the following securities and

The creation of securities from non-tradable assets.

ARCHIVED: This document is archived and no longer maintained. Regulation (EU) 2017/2402 (the EU Securitisation Regulation) entered into force on 18 January 2018 and applied in the EU as of 1 January 2019. As of IP completion day (31 December 2021), Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation) applies in the UK. This Checklist sets out the requirements for due diligence, risk assessment and ongoing monitoring which apply to institutional investors in: • the EU under the EU Securitisation Regulation, and • the UK under the UK Securitisation Regulation For general information on the EU and UK securitisation regimes, see Practice Notes: UK Securitisation Regulation—essentials [Archived], UK regulatory capital treatment of securitisations under CRR and Solvency II and Legislation guide for transactional lawyers—UK Securitisation Regulation [Archived], the STS securitisation criteria—checklist [Archived] and the EU and UK Securitisation Regulations—timeline [Archived]. Note that the UK government is carrying out a reform of the UK securitisation regime which will result in the repeal of the UK Securitisation Regulation. For further information,

ARCHIVED: This document is archived and no longer maintained. This table provides high-level information on divergence between key provisions of Regulation (EU) 2017/2402 (EU Securitisation Regulation) and Assimilated Regulation (EU) 2017/2402 (UK Securitisation Regulation). Topic Level of divergence (substantial/formal/none)(’Formal’ means that there is different wording and/or legislative cross-references, but no resulting substantial change in requirements or scope) High-level summary of substantial divergence (if any)/other comments Legal sources/further information General definitions Formal Note formal divergence in definitions of ‘sponsor’ and ‘institutional investor’. Article 2 of Regulation (EU) 2017/2402Article 2 of Assimilated Regulation (EU) 2017/2402For detailed guidance, see Practice Note: UK Securitisation Regulation—essentials [Archived]—Securitisation Regulation—General definitions. Criteria for traditional STS securitisations—general Formal Articles 20, 21, 22, 24, 25 and 26 of Regulation (EU) 2017/2402Articles 20, 21, 22, 24, 25 and 26 of Assimilated Regulation (EU) 2017/2402For detailed guidance, see Practice Note: UK Securitisation Regulation—essentials [Archived]—Criteria for traditional STS securitisations. Criteria for traditional STS securitisations—homogeneity Formal Commission Delegated Regulation (EU) 2019/1851

Ireland-Banking & Financial services analysis: This article was written by the Capital Markets Debt team at A&L Goodbody LLP and discusses the European Commission has unveiled a package of reforms aimed at revitalising the EU securitisation market, marking a pivotal moment for issuers, originators, financial institutions and investors alike.

The Financial Stability Board (FSB) has published the responses it received to its July 2024 consultation report ‘Evaluation of the Effects of the G20 Financial Regulatory Reforms on Securitisation’. The FSB expects to publish the final report towards the end of 2024.

This Practice Note explains the conditions that must be satisfied for companies, other than the note issuer to: • qualify as securitisation companies—this Practice Note summarises the conditions that must be satisfied by a company to be: ◦ an asset-holding company ◦ an intermediate borrowing company ◦ a warehouse company, or ◦ a commercial paper funded company, and • the additional conditions that must be satisfied for such securitisation companies to be taxed on their return from their securitisation activities in accordance with the securitisation regime (a regime which the HMRC Manuals refer to as the permanent securitisation regime) For information on the tax treatment of securitisation companies that fall within the securitisation regime, see Practice Note: Asset-backed securitisations—the UK tax treatment. For the conditions that must be satisfied for a company to qualify as a note-issuing company, see Practice Note: Securitisations and tax—what is a note-issuing company? For an explanation of why the securitisation regime applies not just to note-issuing companies, but also to the

A note-issuing company is the most commonly encountered type of securitisation company. This Practice Note explains the conditions that must be satisfied in order for a company to qualify as a note-issuing securitisation company, including: • that the company must be party as a debtor to a capital market investment • the notes: ◦ must be issued mainly to independent investors, and ◦ have a minimum value of £5m on issue (or £10m for securitisations entered into before 17 May 2022) • the requirement that the company’s only business (apart from incidental activities) must be limited to its securitisation activities, and • the requirement to have a retained profit For more information on: • the taxation of companies falling within the securitisation regime (which the HMRC Manuals refer to as the permanent securitisation regime), see Practice Note: Asset-backed securitisations—the UK tax treatment, and • other types of securitisation companies, see Practice Note: Securitisations and tax—companies other than the note-issuing company Conditions to qualify as a note-issuing company In

This Practice Note summarises the key stages of a securitisation. It compliments other practical guidance on the topic. What is securitisation? Securitisation is a financing technique that transforms illiquid assets into marketable securities. This involves pooling various types of income-generating assets, such as loans, mortgages or credit card receivables, and repackaging them into interest-bearing securities that can be sold to investors. Key participants in the process include (1) the originator (eg a financial institution) who generates the underlying assets forming the basis of the securitisation, (2) a special purpose vehicle, which is a legally separate entity created to isolate financial risk from the originator, (3) investment banks who structure the transaction and the securities and ensure regulatory compliance, and (4) investors who purchase the securities. For an introduction to securitisation including the different types of securitisation, the typical underlying assets and the key parties and transaction documents, see Introductory guide to securitisation. For information on the legislative and regulatory framework for securitisations in the UK and EU respectively, see Practice Notes: The UK securitisation regime—essentials