EU and UK competition law only applies to ‘undertakings’—that is, types of economic entities that are involved in providing goods or services to the market on a commercial basis. For further information on the concept of an ‘undertaking’ and the meaning of an ‘economic’ activity, see further: Article 101(1) TFEU—the prohibition on restrictive agreements—The ‘undertaking’ concept. In most circumstances, it will be clear that competition law applies to an organisation (eg a company or other commercial venture such as a partnership or trading body). However, in other cases, particularly when activities are carried out by public sector bodies, the definition can be less clear. Competition law regulates the boundary between acceptable and unacceptable forms of commercial practice in order to ensure that markets function adequately and a level playing field is maintained so that all competitors to be able to compete. Therefore, it is important that entities which are commercial in nature are distinguished from those which undertake public obligations or provide purely charitable functions and so do

Local Government analysis: This Upper Tribunal appeal decision found that a residential letting agent who is instructed on a ‘let only’ basis to let a room in an HMO and who has no further involvement with the property after receiving a single instalment of rent on the day of the letting, is not a ‘person managing’ the HMO within the meaning of section 263(3) of the Housing Act 2004 (HA 2004), so as to be subject to statutory duties in relation to HMO licensing and management and to be exposed to the risk of criminal or civil sanctions in the event of a breach of those duties. Written by Stephanie Smith, barrister at 4-5 Gray’s Inn Square.

For all schemes adopted on or after 6 April 2014, CSOPs must only provide benefits for employees and directors in the form of share options and must not provide benefits to employees otherwise than in accordance with Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). They must not, for example, provide cash to employees as an alternative to share options or shares which may otherwise be acquired by the exercise of share options. These requirements are stipulated under ITEPA 2003, Sch 4, para 5 (‘Paragraph 5’). For CSOPs which were approved by HMRC prior to 6 April 2014, these requirements only have effect from the first occasion on which any provision of the scheme is altered on or after 6 April 2014. Where the CSOP rules explicitly provide for the company to substitute cash for shares on exercise, or alternatively allow the option holder to opt for cash rather than shares, the CSOP will clearly contain an unacceptable

THIS PRACTICE NOTE APPLIES IN RELATION TO DB OCCUPATIONAL PENSION SCHEMES Certain events may result in a section 75 debt becoming due from a participating employer of an underfunded defined benefit (DB) occupational pension scheme. This Practice Note explains the circumstances in which such a section 75 debt may be triggered. The legislative framework for section 75 debts is set out in the following pieces of legislation: • sections 75–75A of the Pensions Act 1995 (PA 1995), which set out in the circumstances in which a section 75 debt is triggered • the Occupational Pension Schemes (Employer Debt) Regulations, SI 2005/678 (Employer Debt Regulations), which contain further information on when a section 75 debt is triggered, how it is calculated and the different methods of dealing with the debt • the Occupational Pension Schemes (Deficiency on Winding Up etc) Regulations 1996, SI 1996/3128, which may also be relevant where a section 75 debt was triggered as a result of an event occurring before 6 April 2005 What is

Generally, the status and legal effect of settlement offers and settlement counter offers will be dependent upon the specific terms of the offers made. Indeed, outside of the Part 36 context, the usual rules on contractual formation apply so as to determine whether an offer has been accepted and a settlement agreement reached (for information on contract formation generally, see Lexis+® UK Dispute Resolution subtopic: Forming enforceable contracts). Therefore, it is perhaps arguable that the usual rules on offers and counteroffers also apply to the ‘without prejudice’ counter-offer in your scenario, and whether this amounts to a rejection of the original open offer to settle. Types of settlement offer Settlement

Written in partnership with Ashley Cooper (Associate, Hogan Lovells International LLP) and Maegen Morrison (Partner, Hogan Lovells International LLP). If a company becomes aware of any significant new factor, material mistake or inaccuracy relating to the information in a prospectus after the Financial Conduct Authority (FCA) has approved a prospectus and before the later of when the offer of the shares closes, or dealings in the shares commence trading on a regulated market, a supplementary prospectus must be prepared (section 87G of the Financial Services and Markets Act 2000 (FSMA 2000)). The supplementary prospectus must be submitted to the FCA as soon as practicable after the new factor, mistake or inaccuracy arose or was noted (PR 3.4.3R). The failure to produce a supplementary prospectus in a timely manner may expose an issuer to the compensation provisions of FSMA 2000, s 90, in relation to any loss suffered as a result of such failure. Meaning

Restructuring & Insolvency analysis: The date on which a winding-up petition is ‘presented’ has important consequences for the petitioner, the company and any interested parties. The Court of Appeal’s answer to this ‘deceptively simple question’ highlights the complexity of the various statutory and procedural provisions which apply to the process of commencing proceedings for the winding up of a company, particularly where both electronic and physical processes are involved. The court held that a winding-up petition is presented when the petition has been delivered to the court, and the requirements of any statute, rules or practice direction which apply to presentation have been complied with. In particular, the official receiver’s (OR’s) deposit which here—as is not uncommon—was paid by cheque sent in the post and received some days after the electronic submission of the petition, must have been paid before a petition is considered to have been ‘presented’. Written by James Culverwell, barrister at Lamb Chambers.

This Practice Note covers the following topics: • attractions of save as you earn (SAYE) schemes • can the company qualify to operate an SAYE scheme? ◦ size of company; and ◦ stage of company’s development • when is the SAYE scheme particularly appropriate? ◦ flotations, and ◦ corporate acquisitions and mergers • does the SAYE scheme meet the company’s objectives? ◦ overseas parent with UK workforce ◦ employee incentive requirements ◦ all-employee nature of the scheme ◦ other factors ◦ ongoing administrative requirements and costs; and ◦ accounting treatment Attractions of SAYE schemes SAYE schemes tend to be attractive to employees because: • they are a tax-efficient way of acquiring shares in their employer at a discount of up to 20% from their value when the option was granted—generally if exercised after three years of their date of grant or in certain circumstances before three years, SAYE options are income tax and NIC-free and the proceeds of selling the

There are several ways in which a supplier can get its product to the market. A supplier may: • distribute products or services itself • use a distributor, or • use an agent. In making this decision, a supplier will inevitably be influenced by a variety of commercial considerations. Alongside such commercial considerations, a supplier will also have to consider EU and/or national

For a checklist of the rights that an agency worker may have as an agency worker under the Agency Workers Regulations 2010, SI 2010/93 and other legislation, see: Agency workers: checklist of rights. With one exception, the right to request flexible working is not available

Banking & Finance analysis: This News Analysis discusses the case of Grant and others v FR Acquisitions Corporation (Europe) Ltd and another (Re Lehman Brothers International (Europe)), in which the High Court considered the meaning of ‘continuing’ in the context of events of default in an ISDA Master Agreement. The High Court also considered whether certain insolvency events of default were capable of being ‘cured’.

For information on the employment of children and young people generally, see Practice Note: Employing children and young people. For the purposes of the Working Time Regulations 1998, SI 1998/1833, a young worker is a worker who: • has reached the age of 15 • has not reached the age of 18, and