What is an ISDA protocol? The International Swaps and Derivatives Association Inc. (ISDA) publish protocols from time to time. Protocols are a means of amending ISDA's standard form documents in a quick and practical way. The amendments suggested by ISDA in the protocols can be incorporated into parties' existing documents by those parties agreeing, or 'adhering', to that protocol. By adhering to a protocol, it means that a party can amend a large number of documents with a large number of counterparties in one go. For each protocol, ISDA will publish text to document the changes that have been agreed with the relevant ISDA working group and also an adherence letter. Both ISDA members and non-ISDA members can then send executed copies of the adherence letter to ISDA who collate a list of the parties who have agreed to be bound by the protocol. This means that if both you and your counterparty agree to be bound by the protocol, all the documents affected by the changes set out in the protocol

What is an MTF? A multilateral trading facility (MTF) is a multilateral system which: • is operated by an investment firm or market operator • involves multiple third parties (including retail investors or other investment firms) with buying and selling interests • facilitates trading in financial instruments specified in Schedule 2, Part 1 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO), including shares, debentures, bonds, units in collective investment schemes, options, futures, swaps, forwards, commodity derivatives, contracts for difference and emission allowances • concludes contracts between buyers and sellers, and • applies non-discretionary rules set by the system’s operator A

What is an OTF? An organised trading facility (OTF) is a multilateral system which: • is not an regulated market (RM) or a multilateral trading facility (MTF) • involves multiple third parties (including retail investors or other investment firms) • facilitates buying and selling interests in bonds, structured finance products, emission allowances or derivatives, and • concludes contracts between buyers and sellers A multilateral system is defined in UK MiFIR as ‘any system or facility in which multiple third-party buying and selling trading interests in financial instruments are able to interact in the system’. PERG 13.3, Q24C in the Financial Conduct Authority (FCA) Handbook states that a multilateral system comprises each of the following main elements: • it has the characteristics of a trading system or facility • it comprises multiple third-party buying and selling trading interests • it allows trading interests

An advance subscription agreement (ASA), which can also be referred to as an ‘advanced subscription agreement’ or a simple agreement for future equity (SAFE), is an agreement: • between an investor and a company • for the investor to pre-pay for shares that are to be allotted and issued by the company in a subsequent funding round, and • usually on terms that provide the investor with a discount to the price paid by other investors at the subsequent funding The agreements can work in a similar way to a convertible loan note, ie the agreement may typically provide for the

The definition of ‘affiliate’ or ‘affiliated’ in relation to corporate relationships will depend on the context in which a particular relationship arises. The definition of an ‘affiliated company’ in the context of financial services (in the FCA Handbook) is ‘(in relation to a person) an undertaking in the same group as that person’ where: • ‘person’ means ‘…any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership)…’, and • ‘undertaking’ means ‘…(as defined in section 1161(1) of the Companies Act 2006): (a) a body corporate or partnership; or (b) an

An ‘antecedent breach’ from a property perspective is a reference to a breach which took place prior to a particular event, for example prior to assignment or forfeiture. For example, within a forfeiture clause it may be used in the following way: ‘If the rent hereby reserved or any part thereof shall remain unpaid for 21 days after becoming payable (whether formally demanded or not), or if any of the covenants on the tenant's part herein contained shall not be performed or observed then and in any of the said cases it shall be lawful for the landlord at any time thereafter to re-enter upon the demised premises or upon any

What is an approved publication arrangement? Assimilated Regulation (EU) 600/201 (UK MiFIR) requires investment firms, including systematic internalisers (SIs), to make post-trade information public through an approved publication arrangement (APA). An APA is defined as a person authorised under the Data Reporting Services Regulations 2024, SI 2024/107 (DRS Regulations 2024) to provide the service of publishing trade reports on behalf of investment firms. APAs, together with approved reporting mechanisms (ARMs) and consolidated tape providers (CTPs), are referred to as data reporting services providers (DRSPs). For detailed information, see Practice Note: UK data reporting services providers — The UK DRSP regime. What operating requirements apply to APAs? The operating requirements for APAs are set out in the Financial Conduct Authority (FCA) Handbook at MAR 9. APAs are required to have adequate policies and arrangements in place

What is an approved reporting mechanism? Assimilated Regulation (EU) 600/201 (UK MiFIR) requires investment firms that execute transactions in financial instruments to report details of those transactions to the Financial Conduct Authority (FCA) as quickly as possible, and not later than the close of the following working day. Transaction reports can be made either by the investment firm itself, an approved reporting mechanism (ARM) acting on its behalf or by the trading venue on which the transaction was executed. An ARM is defined as a person authorised under the Data Reporting Services Regulations 2024, SI 2024/107 (DRS Regulations 2024) to provide the service of reporting details of transactions to the FCA on behalf of investment firms. ARMs, together with approved publication arrangements (APAs) and consolidated tape providers (CTPs), are referred to as data reporting services providers (DRSPs). For detailed information, see Practice Note: UK data reporting services providers — The UK DRSP regime. What operating requirements apply to ARMs? The operating requirements for ARMs

An attestation clause is a clause stating that a document has been executed by an individual in the presence of a witness or witnesses (ie the witness attests the execution). As per section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989, where a deed is executed by an

The Authorised Economic Operator (AEO) scheme is a quality-mark that is internationally recognised and confers on the complying entity the status of being a ‘trusted trader’. Certification as an AEO evidences that the business has secure supply chain measures in place (AEO-S Safety and Security) or that internal quality management controls for customs compliance have been established (AEO-C Customs Simplifications). AEO-F is the status for full authorisation (ie both-S and-C). AEO status is increasingly sought-after and is becoming a requirement for dealing with larger companies particularly those based in the US and China. There are a limited number of AEO-accredited businesses in the UK, with around 1073 in July 2020. This number is however expected to rise now that the UK has left the

The EBT as a trust An employee benefit trust (EBT) is a form of trust. A trust refers to the legal relationship created by a person, the settlor, when assets have been placed under the control of a trustee for the benefit of a beneficiary or for a specified purpose. A trust (including an EBT) generally has the following characteristics: • the assets constitute a separate fund and are not a part of the trustee’s own estate • title to the trust assets stands in the name of the trustee, and • the trustee has the power and the duty, in respect of which it is accountable, to manage, employ or dispose of the assets in accordance with the terms of the trust and the special duties imposed upon it by law As a general rule, a trust (including an EBT) must have certainty of objects, and in the case of non-charitable trusts such as an EBT, there must be someone in whose favour the court can enforce the trust. It is

For information generally on employment issues arising as a result of coronavirus (COVID-19), see Practice Note: Coronavirus (COVID-19)—issues for employers [Archived]. The situation is continually evolving and in particular: • the public have now been told to stay at home and may only leave the house for certain, limited reasons. These include travel to and from work, but only where the work cannot be done from home • non-essential shops and community spaces have been ordered to close, and • all schools are now closed, except for children of key workers and those who are vulnerable See the following government guidance: • guidance on staying at home and away from others full-guidance-on-staying-at-home-and-away-from-others • guidance for schools, childcare providers, colleges and local authorities in England on maintaining educational provision coronavirus-covid-19-maintaining-educational-provision/guidance-for-schools-colleges-and-local-authorities-on-maintaining-educational-provision Consideration should be given to: • the right to pay (see below) • statutory rights to time off, eg sick pay, time off for dependants (see below) • the implied term of trust