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PRECEDENTS
Time recording policy 1 Introduction 1.1 Accurate time recording allows the firm to understand the true cost of services we provide and provide detailed billing information to clients. 1.2 Recording your time promptly and accurately will help you to achieve your own performance objectives. 1.3 This policy is supplemented by FAQs which can be found [state where, eg on our intranet]. If you have any questions regarding time recording, please contact [state who will deal with queries]. 2 How is time recorded? 2.1 Time is recorded in [6-minute units]. 2.2 [State exactly how time is recorded in
NEWS
Dispute Resolution analysis: When does time start to run for limitation purposes in a claim for the recovery of sums transferred on a basis that subsequently fails? This was a point addressed by the judge in reaching the decision to summarily dismiss claims on the basis that they were time-barred. In particular, the Commercial Court decided that it is not necessary for the underlying contract to be terminated before any claim in unjust enrichment can be brought and that the cause of action accrues (and time starts to run) when the state of affairs contemplated as the basis or reason for the payments fails to materialise. Written by Benjamin Coffer, arbitrator, Quadrant Chambers.
GLOSSARY
The rate of return on an asset or portfolio that adjusts for the effect of cash flows. The time-weighted return can be used to compare portfolio performances against each other and against market indices.
CHECKLISTS
Since 6 April 2011, a harsher penalties regime has applied to an individual's tax liabilities where non-compliance involves an offshore matter or an offshore transfer. The operative dates of the various measures for penalties, sanctions and criminal offences in relation to offshore tax matters are as follows: Operative date Legislation Measure 6 April 2011 Section 35 and Schedule 10 to the Finance Act 2010 (FA 2010) with Finance Act 2010, Schedule 10 (Appointed Days and Transitional Provisions) Order 2011, SI 2011/975 Offshore penalties regime introduced in connection with errors on a return, failure to notify and failure to make returns in respect of a tax year commencing on or after 6 April 2011 for the purposes of income tax and capital gains tax (CGT)See Practice Note: Penalties for offshore tax non-compliance—Scope of offshore penalties regime 27 March 2015 Section 121 and Schedule 21 to the Finance Act 2015 (FA 2015) with Royal Assent on 26 March 2015 A new aggravated penalty for moving hidden funds to
GLOSSARY
At the core of the PLO is the objective to resolve the application without delay and within 26 weeks (beginning with the day on which the application is issued). The court will timetable the proceedings with regard to the child's welfare and development.
CHECKLISTS
This is a detailed timetable for a hostile takeover offer. It has been compiled by reference to the provisions of the City Code on Takeovers and Mergers (Code) and relevant statutory rules. The timetable covers the steps leading up to the announcement of a firm intention to make an offer (Rule 2.7 announcement) up until the completion of any ‘squeeze-out’ procedure. Changes can occur to the timetable: for example, document preparation may take a shorter time than planned or the emergence of a rival offer may cause the timetable be aligned to that of the competing offeror. For other examples of timetables used on takeover transactions, see: • Timetable—recommended offer • Timetable—scheme of arrangement Public company takeovers quiz: Part 3 of our public company takeovers quiz includes questions which tests users’ knowledge of the new offer timetable for takeover transactions. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The quiz is intended for use by private practice lawyers,
CHECKLISTS
This archived timetable covers the key steps on a hostile offer that is announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For other examples of timetables used on takeover transactions, see: • Timetable—recommended offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement On 31 March 2021 the Takeover Panel (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of the Code. Appendix D to the consultation paper includes a diagram highlighting the key differences
PRECEDENTS
This precedent is an indicative timetable for a company undertaking an IPO of equity shares in the UK and seeking admission to trading on the Main Market of the London Stock Exchange and listing in the equity shares (commercial companies) category of the Official List of the FCA. It is drafted on the assumption that the company undertaking the IPO is a UK incorporated company and the IPO involves a placing of equity shares to institutional investors. 5 to 6 months before pricing: pre-IPO preparation phase Event Responsibility Develop the company’s business plan Company Interview and select a sponsor (see: The sponsor role) Company Establish appropriate corporate governance policies Company, company’s solicitors, sponsor Review and revise internal controls Company Prepare financial statements Company Review the company’s incorporation documents (articles of association) and amend as required Company Restructure and reorganise the business units and subsidiaries as required Company, company’s solicitors Review employee benefit plans, including share options plans and establish or amend as required Company, company’s solicitors Review corporate debt facilities and restructure or renegotiate as required Company Prepare management presentations Company Select a team of professional advisers (including solicitors to
CHECKLISTS
This is a detailed timetable for a recommended takeover offer. It has been compiled by reference to the provisions of the City Code on Takeovers and Mergers (Code) and relevant statutory rules. The timetable covers the steps preceding the announcement of a firm intention to make an offer (Rule 2.7 announcement) up until the completion of any 'squeeze-out' procedure. For other examples of timetables used on takeover transactions, see: • Timetable—hostile offer • Timetable—scheme of arrangement Public company takeovers quiz: Part 3 of our public company takeovers quiz includes questions which tests users’ knowledge of the offer timetable for takeover transactions. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The quiz is intended for use by private practice lawyers, in-house counsel, corporate finance professionals and other parties engaged on takeover transactions. For further details, see Practice Note: Public company takeovers quiz—Part 3. Background and approach Changes can occur to the timetable: for example, document preparation may
CHECKLISTS
This archived timetable covers the key steps on a recommended offer that is announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For other examples of timetables used on takeover transactions, see: • Timetable—hostile offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement Changes to the offer timetable On 31 March 2021 the Takeover Panel (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of the Code. Appendix D to the consultation paper includes a diagram
CHECKLISTS
This is an illustrative timetable for a takeover structured as a scheme of arrangement. The timetable covers the steps required in a typical scheme, including the relevant court procedures and requirements under the City Code on Takeovers and Mergers (Code). Rule 31 of the Code, which deals with the timing of an offer, is disapplied in relation to schemes and instead these matters are principally dealt with in Section 3 of Appendix 7 to the Code. The Takeover Panel (Panel) is more flexible with the timetable on a scheme than on an offer because of the need to accommodate the court process. However, the Code does impose some constraints on the scheme timetable, including: • where the offeror’s firm intention announcement includes a statement from the offeree board of its intention to recommend the scheme, the scheme circular, combining an offer document and offeree circular, must be posted within 28 days of the firm intention announcement. In practice, the Panel is sympathetic to requests for this period to be extended where court procedures make this unavoidable • the court