This Practice Note discusses the basic types and tax treatment of equity compensation awards companies use as part of their overall compensation program. Whether a company is privately or public held, many reasons favour designing compensation arrangements to feature equity compensation. Compensation tied to the value of the company creates a direct link between the company's performance and the employee's compensation, aligning the interests of the company's employees with those of its shareholders. Equity compensation can also create an ownership mentality in the company's employees, incentivising behaviour and performance that adds to the company's value. Equity compensation comes in many shapes and forms, and one can design it to incentivise performance over the long and short term, encourage retention, pay out in property or cash or a combination thereof, and deliver tax-deferred growth benefits when properly designed. This Practice Note analyses the basic types of equity (and equity-based) compensation awards. For information and strategies on designing public and private company equity plans, see Practice Notes: Designing a US public company equity

The purpose and scope of petroleum agreements In order for a private sector participant (the ‘investor’) to carry out oil and gas exploration and production (‘E&P’) activities on land or sub-sea, the investor will need to obtain the consent of the ultimate owner of the oil and gas, which is usually the host government (where ownership by the state could be received as a matter of constitution, eg Iran, or by statute, eg the UK). This consent typically take one of three forms (although there are many hybrid versions which incorporate elements of more than one of these forms): • a concession (in today's terms, a licence or a lease), • a production sharing contract (a ‘PSC’), or • a service contract For the purposes of this Practice Note, these arrangements are collectively referred to as ‘petroleum agreements’. A petroleum agreement establishes the framework for the performance of E&P activities by an investor in a defined area. The petroleum agreement will address a wide range of issues, the most important

What do we mean by culture? There are many things which go to make an organisation’s culture, but to understand more about these it is perhaps worth gaining a better understanding of what we mean by 'organisational culture'. Culture is at the very heart of businesses; it is essentially what the organisation is all about. It is also a generally shared understanding of the organisation. It affects our perceptions of a business and the way in which it operates and consequently can have an impact on how we engage with the business and interact with colleagues, customers, suppliers and other stakeholders. When we talk about culture, there is not usually one factor which makes this up and it is not normally something set in stone; it is something which is generally understood and shared and it is normally derived from a number of things including: • history/legacy • experiences and stories exchanged between employees, eg success stories, disasters • control and power, eg influencers within the company, where control and power are perceived to lie within an organisation

Dispute Resolution analysis: Mr Justice Cavanagh considered an appeal from a preliminary issues hearing relating to costs assessment proceedings following the trial in this well-publicised litigation. The defendant, Coleen Rooney, had included only the costs which were considered to be reasonable and proportionate within her budget, instead of actual expenditure. The judge agreed with the first instance decision of Master Gordon-Saker and concluded that the defendant had not acted unreasonably or improperly in the approach taken to the incurred costs of her budget. Whilst the court was critical of the lack of transparency and the failure to make clear the basis on which the incurred costs had been set out, there was insufficient evidence to suggest that the defendant had acted unreasonably or improperly so as to warrant a sanction for misconduct. This is an important decision as it will inevitably affect the approach taken by some parties regarding the incurred costs of a budget. Written by Claire Kretzmann, associate costs lawyer at Paragon Costs Solutions.

Unitary organisation (composed of personal, tangible and intangible aspects) engaged in an economic activity, regardless of the legal status of the entity and the way in which it is financed.

Every entity engaged in an economic activity regardless of the legal status and the way in which it is financed. See Court of Justice ruling in Case C-41/90 Hofner and Elser v. Macrotron GmbH [1991] ECR I-1979.

A formal promise to the court.

This Practice Note considers the key legal and regulatory issues arising when an existing listed or AIM company proposes to undertake a secondary offer such as a placing, rights issue or open offer to raise further capital. For these purposes, a ‘listed company’ means a UK company with shares admitted to listing on the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange and ‘AIM company’ means a UK company with shares admitted to trading on AIM. What is a secondary offer? The term secondary offer (also referred to as a secondary issue) refers to an equity fundraising undertaken by a company once it has already been admitted to a stock market such as the Main Market of the London Stock Exchange or AIM. In a secondary offer a company issues new shares to investors raising funds for the company. The term secondary offer can also include a sale of shares by existing shareholders in the company to investors which raises funds for the existing shareholders (or

In normal office life we talk a great deal about process improvement, of technology solutions, of efficiency and effectiveness, but this is the mechanised, industrialised vocabulary of robots not people. For a rounded and contributory environment, we should also talk about creativity, thoughtfulness and care. This Checklist is designed to help in-house lawyers through the process of setting objectives and undertaking appraisals.

An undertaking established in an EEA state (a) with the sole object of collective investment in transferable securities or in other liquid financial assets referred to in Article 50(1) of Directive 2009/65/EC (the UCITS Directive) of capital raised from the public and which operate on the principle of risk-spreading, and (b) with units which are, at the request of holders, repurchased or redeemed, directly or indirectly, out of those undertakings’ assets. In the UK, a UCITS fund may be organised as a CIS, an open ended investment company (OEIC) (or investment company with variable capital (ICVC)), or an authorised unit trust (AUT).

[ To be printed on the headed paper of the SOLICITORS acting for the lender ] [insert date] To: [insert name and address of the solicitors acting for the Chargor] Dear [insert organisation name], 1 We refer to the [debenture OR mortgage] dated [insert date of [debenture OR mortgage]] between [insert name of chargor] (the Chargor) and [insert name of lender]

TO BE PRINTED ON THE HEADED PAPER OF THE BORROWER’S SOLICITORS To: [insert details of the lender] (the Bank) Dear [insert lender/organisation name] This undertaking relates to the propert[y OR ies] [known as [insert property description] (the Property) OR listed in the Schedule (the Properties and a reference to each and any Property shall be construed accordingly)] and the [registered] charge over the Propert[y OR ies] [to be dated on or about the date of this letter OR dated [insert date]] (the Charge) granted