Introduction and legal framework As with most jurisdictions, the UK regulates the offer of securities to the public through an array of investment protection mechanisms. Under UK law, there is a general prohibition on all offers of securities to the public unless an exemption applies. Outside of the context of employee share plans, a key exemption to this prohibition is where the securities offered are to be admitted to trading on a regulated market (such as the Main Market of the London Stock Exchange) or primary multilateral trading facility (MTF) (such as AIM). Where such securities are to be admitted to trading for the first time, such as on an IPO, generally the company seeking the admission will need to publish a prospectus which, depending on the market involved, may need to be approved by the Financial Conduct Authority (FCA). However, when making offers to employees, companies are in practice usually able to rely on a separate ‘employee offer’ exemption to the general prohibition,

Scope of the public sector equality duty (PSED) Aim of the PSED The public sector equality duty (PSED) imposed by section 149 of the Equality Act 2010 (EqA 2010) seeks to tackle systemic discrimination and disadvantage affecting people with particular protected characteristics by integrating considerations of advancement of equality and good relations into the day-to-day business functions of public authorities and bodies subject to the duty. Scope of the PSED The PSED requires public authorities to ‘have due regard’ in the exercise of their functions to the need to: • eliminate discrimination, harassment, victimisation and any other conduct that is prohibited by or under EqA 2010 • advance equality of opportunity between persons who share a relevant protected characteristic and persons who do not share it, and • foster good relations between persons who share a relevant protected characteristic and persons who do not share it The relevant protected characteristics are: • age • disability • gender reassignment • pregnancy and maternity • race • religion or belief • sex, and • sexual

Claims against vendor Establishing a claim in misrepresentation or negligent misstatement Replies to enquiries are contractual representations. Consequently, providing false or inaccurate information is a misrepresentation. A buyer who, relying upon misleading information, agrees to purchase a property but subsequently discovers the true position may have a claim against the seller, allowing the buyer to rescind the contract or to obtain damages from the seller. For information on what needs to be established and the remedies available for a claim in fraudulent,

While case law has established that a break notice cannot be withdrawn or waived, (see Practice Note: Break clauses and notices—exercising breaks and conditions precedent), this does not prevent the parties from terminating the common law leases prior to expiry of the break notice by merger upon completion of the sale. Merger may determine a lease when: • both the lease and the reversion on that lease become vested in the same person (Rye v Rye) • that person holds both interests in the same capacity (see: Chambers v Kingham) • there is an intention to merge. Merger does not arise

Restructuring & Insolvency analysis: This was an application by the joint administrators of Signature Living Residential Ltd (Signature) under para 71 of Sch B1 to the Insolvency Act 1986 (IA 1986). In that context, the court had to address various questions relating to a buyer’s equitable lien. It was held that the fact that deposit insurance had been taken out did not interfere with the priority of the equitable liens over another security. Further, it was held that an equitable lien, where the contract was for the sale of a flat within a development, was limited in geographical scope to the area of the flat, rather than applying to the whole site. The court also had to decide whether certain contracts for the sale of long leases complied with section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). Written by Nora Wannagat, barrister at 9 Stone Buildings.

1. First principles In the simplest case, a state will grant a concession granting the right to explore for and to produce petroleum to a single company, acting as the concession holder. This has typically been the case for relatively modest petroleum projects, where a low level of technical complexity and/or of financial exposure (found, for example, in respect of any combination of shallow depth drilling, onshore petroleum deposits or crude oil production) means that a single company can hold the concession and can comfortably perform the associated work obligations. In this situation, it is not necessary to consider the manner in which a joint venture will be documented, as the sole concession holder has no other person to enter into a joint venture with in order to perform the concession. For more information on concessions, see Practice Notes: Understanding upstream petroleum agreements—concessions, production sharing contracts and service contracts and Production Sharing Contracts. However, where petroleum exploration and production (E&P) projects become more complicated and more

STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. This Practice Note summarises the additional rules governing the preparation of annual accounts and reports by quoted companies under Part 15 of the Companies Act 2006 and regulations made under it. Rules and guidance The statutory rules governing annual accounts and reports of quoted companies are set out in: • Part 15 of the Companies Act 2006 (CA

Restructuring & Insolvency analysis: On 29 November 2023, Mr Justice Hildyard gave judgment on an application for directions by the joint administrators of Lehman Brothers Holdings plc (‘PLC’) in the most recent phase of a long-running dispute between PLC’s subordinated creditors, namely Lehman Brothers Holdings Inc (‘LBHI’, the ultimate parent company of the former Lehman group) on the one hand, and LB GP No 1 Limited (‘GP1’, in its capacity as general partner of English limited partnerships that issued securities (known as the ‘ECAPS’) and Deutsche Bank (‘DB’), a significant investor in ECAPS. LBHI’s claim against PLC (known as ‘Claim C’) arises under several tranches of subordinated debt (the ‘PLC Sub-Debt’). GP1’s rival subordinated claim (known as ‘Claim D’) against PLC arises under several series of subordinated notes issued by PLC to GP1 (the ‘PLC Sub-Notes’). The relative priority for payment between Claim C and Claim D had been the subject of a previous directions application by PLC’s administrators (the ‘ECAPS 1’), in which the Court of Appeal held that Claim D had priority for payment over Claim C ([2021] EWCA Civ 1523) (reversing Mr Justice Marcus Smith ([2020] EWHC 1681 (Ch))). The issue that arose in the instant application (‘ECAPS 2’) was whether statutory interest on Claim D was payable in priority to principal on Claim C (as GP1 and DB contended) or after principal on Claim C (as LBHI contended). Hildyard J concluded that statutory interest on Claim D was payable in priority. Written by Sonia Tolaney KC and Tim Goldfarb of One Essex Court.

Pensions analysis: In a rare case of its kind, the Pensions Ombudsman (PO) upheld the complaint of Mr H that his former employer and scheme trustee were bound, variously by contract, estoppel by convention and the inferred exercise of powers on their true interpretation, to provide him with the same generous increases to pensions in payment as enjoyed under his old scheme, as had been announced and promised to him but not implemented by amendments to the scheme rules. Written by Oliver Hilton, barrister at Radcliffe Chambers, Lincoln’s Inn.

Introduction Commonly, oil and gas licence holders enter into separate joint operating agreements (JOA) which regulate the relationship between them with respect to how they wish to jointly undertake exploration, development and production activities for that particular licence. For more information on joint operating agreements in the oil and gas sector generally, see Practice Notes: The purpose and the principles of the joint operating agreement and Joint operating agreement—key clauses. However, there are instances where hydrocarbon reserves ‘straddle’ two or more licences, which would have no connection with each other otherwise. In this scenario, the following interlinked issues then arise: • how parties to different licences can extract hydrocarbons from these fields while having a commonality of purpose in the sense of maximising their potential and not unnecessarily depleting the relevant field • how the parties are then to split any revenues arising out of those operations which are to be undertaken under two (or more) different licences, and • how to determine the respective licence holders’ interests To address these issues, the oil and

Dispute Resolution analysis: the application of the so-called ‘extended Fiona trust principle’ was considered in relation to whether a jurisdiction clause in one contract could be applied for the purposes of a dispute in relation to another contract for which no provision for court jurisdiction had been made. Written by Jonathan Kelly, senior associate) and Zaid Fathoala, associate, Freshfields Bruckhaus Deringer LLP.

Trustees need to be aware of the events that could give rise to a debt under section 75 of the Pensions Act 1995 (section 75 debt) so that they know: • when a debt arises, and • when they need to take action to ensure that a debt is calculated and recovered Trustees have a general duty to recover their pension scheme’s assets. Failure to act appropriately and without undue delay to recover an outstanding debt could be a breach of trust and give rise to a claim against the trustees for any resulting loss. For further information on: • disputes that may be brought by members under occupational or personal pension schemes, see Practice Note: Pension disputes—avenues available to scheme members • the protections available for trustees, see Practice Note: Trustee liability and protection in pensions When does a section 75 debt arise? In brief, a section 75 debt will arise in favour of an underfunded defined benefit scheme when: • the scheme is wound up • the employer becomes