The same as a Special purpose vehicle (SPV).

A legal structure sometimes also used in contingent asset funding strategies under which both the sponsor and the fund achieve a specific objective, eg the employer places assets into an SPV which are loaned back to the employer on specified terms, the returns being shared between the fund and the sponsor.

A company created solely for the purpose of owning an asset or portfolio of assets. It can grant security over its assets to lenders to secure loan obligations or issue debt securities secured on these assets.

This practical guidance relates to the Procurement Act 2023 regime This practical guidance focusses on public procurement under the Procurement Act 2023 (PA 2023). New in-scope procurements must be carried out under PA 2023. For background reading on PA 2023 regime, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Procurements started before PA 2023 came into force (on 24 February 2025) remain governed by the previous legislation (the Public Contracts Regulations 2015, SI 2015/102, the Utilities Contracts Regulations 2016, SI 2016/274, the Concession Contracts Regulations 2016, SI 2016/273, and the Defence and Security Public Contracts Regulations 2011, SI 2011/1848). For background reading on the key differences between PA 2023 and the previous regime, see Checklist: Procurement Act 2023—key changes. For details of the transitional arrangements, see Practice Note: Procurement Act 2023 transitional and saving arrangements—PA 2023. Special regime contracts This Checklist provides a quick reference guide to the key features of special regime contracts under PA 2023. PA 2023,

This practical guidance relates to the Procurement Act 2023 regime This Practice Note provides an introduction to special regime contracts under the Procurement Act 2023 (PA 2023), ie concession contracts, defence and security contracts, light touch contracts, utilities contracts and below-threshold contracts. New in-scope procurements must be carried out under PA 2023. For background reading on the PA 2023 regime, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Procurements started before PA 2023 came into force (on 24 February 2025) remain governed by the previous legislation (the Public Contracts Regulations 2015, SI 2015/102, the Utilities Contracts Regulations 2016, SI 2016/274, the Concession Contracts Regulations 2016, SI 2016/273, and the Defence and Security Public Contracts Regulations 2011, SI 2011/1848). This practical guidance focusses on public procurement under PA 2023. For background reading on the key differences between PA 2023 and the previous regime, see Checklist: Procurement Act 2023—key changes. For details of the transitional arrangements, see Practice Note: Procurement

CA 2006 specifies certain matters which must be effected by special resolution of the company where the relevant threshold for effecting a matter is 75%. Where CA 2006 states that something must be done by passing a resolution but does not specify what type of resolution, an ordinary resolution will be adequate. See further: Special resolutions and other resolutions requiring 75% member approval under the Companies Act 2006—checklist.

Special resolution That the payment of £[insert amount] out of capital of the Company in respect

The economic and legal backdrop General corporate insolvency law was inappropriate for distressed banks. In particular: • the insolvency practitioners appointed to conduct proceedings were not required to take into account public policy objectives linked to the maintenance of financial stability • banks are vulnerable to losses of confidence, making speed of resolution and early intervention particularly important • depositors, unlike the creditors of an industrial company: ◦ are numerous in number ◦ are not professional market participants, and ◦ whose claims on the bank, as ‘money’, have a major role in the wider functioning of the economy • important external effects to the stability of the financial system can result from a banking failure Certain resolution tools for banks were available before the introduction of those discussed in this Practice Note, including public sector capital and liquidity injections and liability guarantees. Without more, these proved inadequate to deal with the fallout from the 2008 sub-prime crisis. The failure of Northern Rock, coupled

Background to Financial Services and Markets Act 2023 The Financial Services and Markets Act 2023 (FSMA 2023) makes important updates to the UK’s regulatory framework for financial services. FSMA 2023 revokes retained/assimilated EU law relating to financial services and enables HM Treasury and the financial services regulators to replace it with legislation designed specifically for UK markets, in a way that builds on the UK’s existing approach to financial services regulation (see Practice Note: The Financial Services and Markets Act 2023—essentials). The accompanying Explanatory Notes state that FSMA 2023 maintains the UK’s position as a competitive marketplace with robust regulatory standards by (among other things) giving the Bank of England (BoE) new tools to mitigate the risks of failure of critical financial institutions. FSMA 2023 received Royal Assent on 2 June 2023, but different sections of FSMA 2023 come into force at various dates as set out in FSMA 2023, s 86 and in subsequent commencement

Special resolution regime toolkit The Bank of England (BoE) is responsible for taking action to manage the failure of banks, building societies and designated investment firms regulated by the Prudential Regulation Authority (PRA) through the process known as resolution (which is distinct from insolvency) (see Bank of England’s approach to resolution (published 15 December 2023) and HMRC’s Banking Act 2009: special resolution regime code of practice (revised July 2025)). The BoE will carry out a resolution if action is needed to protect financial stability. The system is not designed to ensure that banks never fail, but to ensure that when they fail, they do so in an orderly fashion which aims to avoid the use of public funds to support failed banks. When using the special resolution regime (SRR), the appropriate tool for the resolution or termination (or combination thereof) of the failed bank must be selected. Following implementation of the Financial Services Act 2012 and the Bank Recovery and Resolution Directive 2014/59/EU (EU BRRD) through secondary legislation, the SRR also applies with modifications

This Checklist lists those matters that must be passed by the members (or a class of members) of a company as a special resolution or otherwise where the threshold of 75% applies as required by the Companies Act 2006 (CA 2006). Special resolutions CA 2006 sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with

SPECIAL RESOLUTION That [, subject to this resolution being passed no later than [insert a longstop date, being a date no more than one week after the date of the