What is a provisional liquidator? A provisional liquidator is, in effect, an interim liquidator, where a licensed insolvency practitioner (IP) or the official receiver (OR) is appointed under section 135 of the Insolvency Act 1986 (IA 1986) as provisional liquidator of a company before either the company is wound up by the court, or the winding-up petition has been heard or dealt with. The process and effects are considered in further detail below. IA 1986, s 135 is supplemented by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, rr 7.33–7.39. For further reading on applying to appoint a provisional liquidator, the hearing, order, costs and security and termination, see Practice Note: The appointment of a provisional liquidator. Why are provisional liquidators appointed? The main reason a provisional liquidator is appointed is because urgent steps are required to take control of the company and secure its assets. Absent this interim measure, loss to the company's creditors will probably occur. Therefore, the appointment of a provisional liquidator

This Practice Note explains what a public to private (P2P) transaction is and the applicable UK regulatory regime. It also considers specific issues a P2P transaction may give rise to under the City Code on Takeovers and Mergers (Code) and considers directors’ duties. Public to private transactions Types of public to private transactions A public to private transaction (also known as a 'P2P' transaction or a 'take private' transaction) usually involves an offer for the entire share capital of a listed target company (the offeree) by a new company specifically incorporated to act as the bid vehicle (Bidco) owned by a private equity firm and members of the offeree's management team (offeror). The offeree will usually be de-listed (ie from the Main Market or AIM) and re-registered as a private company. Typically, the private equity fund would take a majority stake in Bidco (as it would want full control of it) but a small percentage of shares in Bidco would be offered to the relevant members of the offeree's management

Scope of this Practice Note This Practice Note explains what constitutes regulated activities under the UK regulatory regime. In particular, it looks at the specified activities and specified investments contained in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO). An authorised person can only carry out regulated activities for which they have been given specific permission by the either the Financial Conduct Authority (FCA) or Prudential Regulation authority (PRA) (depending on the regulated activities carried on) under each regulator's respective authorisation process. This Practice Note also touched on the Designated activities regime introduced by the Financial Services and Markets Act 2023 (FSMA 2023). The general prohibition and the authorisation regime Under the general prohibition a person cannot carry out a regulated activity, or purport to carry out a regulated activity, in the UK unless they are either: • an authorised person, or • an exempt person An authorised person can only carry out regulated activities for which they have been given specific permission by the either the FCA or PRA (depending

The rules applying to directors and employees in relation to restricted securities contained within Chapter 2, Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) are commonly encountered in practice on corporate transactions involving management. Restricted securities are, broadly, employment-related securities which: • at the date of acquisition • are subject to identifiable restrictions • that reduce the market value of the securities Restrictions are often intended to incentivise an employee to remain with the employing company and meet certain performance conditions. It could be the securities themselves that are subject to restrictions (ie restricted securities) or it could be the employee’s interest in those securities that is restricted (a restricted interest in securities). The restrictions may affect an employee's ability to retain the shares (for example, the articles of association may oblige an employee to transfer shares to at the company’s direction on the occurrence of certain events such as the employee’s resignation), or the restrictions may affect the general rights attaching to the shares (for example, restrictions on transfer, dividend

What is a credit union? A credit union is a type of financial services institution owned and controlled by its members and operated for their own benefit. The objects of credit unions, as defined by the Credit Unions Act 1979 (CUA 1979), are: • the promotion of thrift among members by the accumulation of savings • the creation of sources of credit for the benefit of members at a fair and reasonable rate of interest • the use and control of members' savings for their mutual benefit • the training and education of members in the wise use of money and in the management of their financial affairs Historically, a credit union was based on a 'common bond' shared by its members, such as a geographical area, a profession, or an affiliation with a particular organisation. Recent initiatives have permitted these common bonds to be combined to some extent. Credit unions are not-for-profit institutions and the interest rate they can charge is statutorily capped. The

The legal issues on a transfer of the shares from an employee ownership trust (EOT) to a third party can vary considerably from one transaction and one EOT to the next. However, some potential key issues to consider are outlined below. Note this is by no means an extensive list of issues and it will be essential that each party to the transaction seeks independent advice on the proposed transaction. Also note that this answer does not deal with any tax issues (including a possible charge under the disguised remuneration rules)—which can be significant in the case of a transaction involving an EOT. Clearly, in addition, the wider commercial considerations will also be key and in particular the significant impact that the transaction may have on the company and its employees (as well as the prospective purchasers), as post-deal the proceeds of sale of the relevant shares from the EOT will still be held under the terms

Under section 5 of the Landlord and Tenant Act 1987 (LTA 1987), a landlord must serve a notice on the qualifying tenants of flats before making a relevant disposal, giving the tenants a right of first refusal and enabling them to purchase their landlord’s interest. A notice served under LTA 1987, s 5B(2) (ie in the event of a sale by auction) must include ‘particulars of the principal terms of the disposal proposed by the landlord, including in particular the property to which it relates and the estate or interest in that property proposed to be disposed of’. We have been unable to find an exhaustive

Bare trusts and CGT A transfer to a nominee or a bare trustee, under which the beneficial title does not move, is ignored for capital gains tax (CGT) purposes. Any transactions by the nominee or bare trustee are treated as transactions of the beneficial owner (section 60 of the Taxation of Chargeable Gains Act 1992 (TCGA 1992)). The beneficiary steps into the shoes of

The schism between CIETAC and its former and current sub-commissions has caused confusion for those who have provided for CIETAC arbitration in their arbitration agreements—see Practice Note: CIETAC—former sub-commissions [Archived] [Archived]. This is a glossary of the various names/terms which may be of use: • CIETAC—China International Economic and Trade Arbitration Commission • Shanghai International Arbitration Centre (SHIAC)—the former CIETAC Shanghai sub-commission that broke away from CIETAC in 2012 and reconstituted as SHIAC, autonomous of CIETAC • Shenzhen Court of International Arbitration (SCIA)—the former CIETAC South China/Shenzen sub-commission that broke away from CIETAC in 2012 and reconstituted as SCIA, autonomous of CIETAC • CIETAC South

This Q&A discusses whether a charge needs to be re-registered at Companies House if it is transferred from one chargee to another. When might a charge be transferred to a new lender? Common situations where a security interest may be transferred from one chargee to another include: • where a secured bilateral loan is transferred from one lender to another and the corresponding security is likewise transferred, or • a security agent or trustee in a syndicated loan resigns and a new one is appointed in its place The situations above should be distinguished from circumstances where a syndicated loan is sold down or transferred by syndicate lenders through loan transfers, assignments or sub-participations. In this situation, security is typically not transferred; instead, transaction security is granted to a security agent or trustee which holds the security on trust for and on behalf of the lenders from time to time. Should a transfer of a charge to a new lender

This Q&A considers the disputes landscape for firms subject to the FCA’s Consumer Duty. Summary On 27 July 2022, the FCA published its policy statement, PS22/9, setting out its final rules for its new Consumer Duty (Duty), together with accompanying non-Handbook guidance. The Duty represents one of the most significant FCA regulatory developments in recent times and will, in the most part, come into force on 31 July 2023 after an initial implementation period. For further information, see: The FCA Consumer Duty—timeline. The Duty aims to set higher standards of consumer protection across the financial services sector and consists of: • a new Consumer Principle requiring firms to act to deliver good outcomes for retail customers (new Principle 12 of the FCA’s Principles for businesses, which will replace Principles 6 and 7 for retail business) • cross-cutting rules providing further detail on the FCA’s expectations under the Duty (these require firms to: act in good faith towards

What are the EU EMIR additional risk mitigation requirements? EU EMIR imposes additional risk mitigation requirements on counterparties engaging in non-centrally cleared OTC derivative contracts. These requirements are designed to mitigate operational and counterparty credit risks. The principal risk mitigation technique which EU EMIR requires counterparties to apply is the provision of collateral (usually referred to as margin). For information, see Q&A What are the EU EMIR margin requirements? and Practice Note: EU EMIR—essentials — Margin requirements. In addition, UK EMIR requires counterparties to apply the following risk mitigation techniques: • timely confirmation • portfolio reconciliation • portfolio compression • dispute resolution, and • marking to market/marking to model What is timely confirmation? Timely confirmation requires that non-centrally cleared OTC derivative contracts be confirmed within specific deadlines. This requirement ensures that both parties agree on the terms of the contract promptly, reducing the risk of disputes and operational errors. For contracts where each counterparty is a financial counterparty (FC) or a non-financial counterparty (NFC) whose total OTC derivatives positions exceed