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GLOSSARY
A list of institutions to which existing syndicate lender are permitted to transfer their commitments without seeking the consent of the borrower.
NEWS
The European Federation of Pharmaceutical Industries and Associations has released a white paper on enhancing the understanding of how overall survival (OS) and other endpoints relevant to oncology are considered in decision-making processes by regulatory bodies and Health Technology Assessment (HTA) bodies, when assessing new cancer drugs. Oncology-relevant endpoints refer to all endpoints used in oncology clinical trials to measure outcomes relevant to patients. These can include, in addition to OS, patient-reported outcomes as well as progression-free survival in some metastatic settings, pathological complete response or event-free survival in early oncology settings. The white paper discusses how OS, defined as the time from randomisation (assignment of clinical trial participants to treatment groups) until death from any cause, remains a robust measure of the clinical benefit of cancer medicines. However, reliance on OS data in regulatory and HTA body/payer decisions has its limitations. For example, it may fail to capture health-related quality of life outcomes.
GLOSSARY
A colloquial term for a person who takes a significant shareholding in the offeree such that it may be able to block or hinder a potentially hostile bid. Essentially a white knight who buys less than a majority interest.
GLOSSARY
Note 1 of the Notes on Dispensations from Rule 9 provides that the Panel will normally waive the obligation to make a mandatory offer under Rule 9 when the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make such an offer, if there is an independent vote at a shareholders’ meeting. Appendix 1 sets out the Rule 9 waiver/whitewash procedure.
GLOSSARY
Under the CA 1985, both private and public companies were prohibited from giving financial assistance directly or indirectly for the purpose of making an acquisition of their own shares. The rules were more relaxed for private companies, which could apply what was known as the 'whitewash procedure' in order to authorise what would otherwise be prohibited financial assistance. The CA 2006 changed the law on the financial assistance regime in the United Kingdom by removing the application of the financial assistance prohibition entirely for private companies from 1 October 2008. The term also arises in the context of an obligation to make a mandatory offer under Rule 9 of the Takeover Code. If an obligation to make a Rule 9 offer does arise as a result of a share buyback, the Takeover Panel may waive such obligation provided that a procedure similar to the whitewash procedure is followed. This will involve an appropriate resolution to approve a waiver being put to independent shareholders prior to the proposed share buyback or as a pre-condition of its implementation.
Q&As
Where a tenancy satisfies the requirements of section 23 of the Landlord and Tenant Act 1954 (LTA 1954), a tenant will have the right to seek a new tenancy at the expiry of its current tenancy, pursuant to LTA 1954, s 24 and the tenancy will continue until terminated in accordance with LTA 1954, ie service of a landlord’s section 25 notice, tenant’s section 26 request or tenant’s section 27 notice or a common law method of termination. A tenant’s section 26 request for a new tenancy must be served on the ‘competent landlord’, which is the party which carries out the various functions conferred on the ‘landlord’ under LTA 1954. LTA 1954, s 44 and Sch 6 provide that the competent landlord is the party with a superior interest which fulfils the
Q&As
Practice Note: Probate actions—citations explains that where an executor is appointed by a deceased testator and that executor refuses to administer the estate, under the Non-contentious Probate Rules 1987 (NCPR 1987), SI 1987/2024, rr 46–48 any person interested in the estate may issue a citation in the Principal Registry or in any of the district registries, for the executor to: • accept or refuse a grant—so that where the person entitled to take a grant delays or declines to take a grant but refuses to renounce their right to
NEWS
Commercial analysis: In Eternity Sky Investments Ltd v Zhang, the Court of Appeal addressed whether enforcement of a Hong Kong arbitration award should be refused by the English Court on grounds of public policy. The judgment will be of particular interest to those dealing with individuals, especially high-net-worth individuals, who are parties to arbitration agreements, as well as of more general interest in relation to the resistance of arbitration award enforcement on grounds of public policy. Written by David Lewis KC, barrister at Twenty Essex.
Q&As
Written in partnership with John Holme (Senior Associate, Hogan Lovells International LLP) and Maegen Morrison (Partner, Hogan Lovells International LLP). A company seeking an initial public offering (IPO) and admission of its securities to trading on AIM, or the Main Market of the London Stock Exchange, will need to appoint a number of parties to advise on the transaction. The main advisers in the deal team are set out below. Financial adviser The financial adviser, which is typically an investment bank or corporate finance firm, will be primarily responsible for managing the IPO process and co-ordinating the other advisers. Some of its responsibilities will include advising on the deal strategy and timetable, the offer structure, the board's composition, the necessary corporate governance structures and any arrangements with selling shareholders. Additionally, it will assume some, or all, of the following roles: • sponsor—as required by Listing Rule 8 for a Main Market IPO. The sponsor assesses the applicant's suitability for listing, provides assurance to the Financial Conduct Authority (FCA) that the
Q&As
No mainstream provider yet offers a video conferencing platform tailored specifically for conducting mediations so for now, lawyers must look at what is commercially available and see what best fits mediation use.  In many ways there is little to choose between the providers: they all work interchangeably on both windows/macOS and android/iOS. And by-and-large they all allow non-account holders to join with little or no prior registration. They all offer audio and video quality, which is acceptable for mediations, volume and mute; private and ‘everyone’ chat; different screen view options; various screenshare options. This Q&A is not intended to be a technical review; instead it focuses on the main aspects which are particularly relevant to conducting mediations via video conference (VC) where there are notable differences between the platforms. Break-out rooms Of the scores of VC offerings currently available, remarkably few offer ‘breakout rooms’—the functionality whereby each party’s attendees can conduct their own VC meetings without being seen or heard by the other side/sides (replicating their private room from an in-person mediation).   Now it is quite possible to conduct a mediation on a VC platform that does not offer breakout rooms—the mediator could repeatedly re-initiate separate video calls, for example each
PRACTICE NOTES
Finding and recruiting the right person can be a difficult and time-consuming task and if mistakes are made it can prove costly to the firm. It’s important to get things right from the outset and understand exactly who you are looking for, where to find them and also know what to look for when sifting through CVs. The cost of recruitment Recruitment can be very expensive, especially for senior members of staff, partners etc. There are many factors that contribute to these costs: • payroll & pension • easing-off time • getting up to speed • client care issues • placing job adverts • agency fees • your time for reading CVs • your time for interviewing • HR—admin, taking references, offer letters etc and • IT—changes in phones, logons, email lists etc With such an investment of time and resources it’s vital to get things right from the start. Recruitment involves six main stages: • deciding if there is a vacancy to fill • writing a job description • writing a person specification • deciding on
Q&As
A process agent is a person or entity that is appointed to receive, accept and acknowledge service of process on behalf of another party. A party to an agreement will often request that another party appoint a process agent where that other party is based in a foreign jurisdiction